tankships investment holdings prospectus meaning

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Tankships investment holdings prospectus meaning khaleej times and forex

Tankships investment holdings prospectus meaning

Olivia Shipholding One Inc. Olivia Shipholding Two Inc. Taipan Shipholding One Inc. Taipan Shipholding Two Inc. Classical Owning Company Limited. Classical Shareholdings Limited. Human Owning Company Limited. Human Shareholdings Limited. Seaventure Shipping Limited. Seaventure Holdings Limited. Primera Shipholding One Inc.

Primera Shipholding Two Inc. Scorpio Shipholding One Inc. Scorpio Shipholding Two Inc. Paragon Shipholding One Inc. Paragon Shipholding Two Inc. Iguana Shipholding One Inc. Iguana Shipholding Two Inc. Lotis Traders Inc. Lotis Shareholders Inc. Kronos Owning Company Limited. Kronos Shareholdings Limited.

Lucio Shipholding Ltd. Valente Navigation Co. Toro Shipholding One Inc. Toro Shipholding Two Inc. Gaia Owning Company Limited. Gaia Shareholdings Limited. Trojan Maritime Co. Koronis Navigation S. Astarte Maritime S.

Ashby Shipmanagement Corp. Orpheus Owning Company Limited. Orpheus Shareholdings Limited. Ionian Traders Inc. Rhodian Traders Inc. Monteagle Shipping SA. Paralos Shareholdings Limited. Kerkyra Traders Inc. Kerkyra Shareholders Inc. Wealth Management Inc.

Thrasymachus Challenge Inc. Hippias Challenge Inc. Prodicus Challenge Inc. Gorgias Challenge Inc. Callicles Challenge Inc. Antiphon Challenge Inc. Protagoras Challenge Inc. Lycophron Challenge Inc. Cratylus Challenge Inc. Tinos Traders Inc. Sifnos Traders Inc. Milos Traders Inc. Milos Shareholders Inc.

Thassos Traders Inc. Thassos Shareholders Inc. Pounta Traders Inc. Pounta Shareholders Inc. Faedon Shareholdings Limited. Ialysos Shareholders Limited. Mandarin Shareholdings Limited. Mensa Shareholdings Limited. Iktinos Owning Company Limited.

Iktinos Shareholdings Limited. Kallikrates Owning Company Limited. Kallikrates Shareholdings Limited. Belulu Shareholders Limited. DryShips Partners LP. Oceanfreight Inc. Oceanship Shareholdings Limited. Oceanship Owners Limited.

Oceanwealth Shareholdings Limited. Oceanwealth Owners Limited. Oceanventure Shareholdings Limited. Oceanventure Owners Limited. Oceanresources Shareholdings Limited. Oceanresources Owners Limited. Oceanstrength Shareholdings Limited. Oceanstrength Owners Limited. Oceanenergy Shareholdings Limited.

Oceanenergy Owners Limited. Oceantrade Shareholdings Limited. Oceantrade Owners Limited. Oceanprime Shareholdings Limited. Oceanprime Owners Limited. Oceanclarity Shareholdings Limited. Oceanclarity Owners Limited. Oceanfighter Shareholders Inc. Oceanfighter Owners Inc. Ocean Faith Shareholders Inc. Ocean Faith Owners Inc. Ocean Blue Spirit Shareholders Inc.

Ocean Blue Spirit Owners Inc. Kifissia Star Shareholders Inc. Kifissia Star Owners Inc. Oceanpower Shareholders Inc. Oceanpower Owners Inc. Oceanwave Shareholders Limited. Oceanwave Owners Limited. Oceanrunner Shareholders Limited. Oceanrunner Owners Limited. Oceanfire Shareholders Inc. Oceanfire Owners Inc. Oceanview Shareholders Limited. Oceansurf Shareholders Limited. Oceancentury Shareholders Limited. Pasifai Shareholders Limited. Pasifai Owning Company Limited.

Amazon Shareholders Limited. Amazon Owning Company Limited. Freightwise Investments Ltd. Olympian Heracles Holding Inc. Tankships Corporation Limited. Olympian Hestia Holding Inc. Olympian Zeus Shareholders Inc. Olympian Zeus Owners Inc. Olympian Apollo Shareholders Inc.

Olympian Apollo Owners Inc. Olympian Hebe Holding Inc. Olympian Hera Shareholders Inc. Olympian Hera Owners Inc. Olympian Rea Holding Inc. Olympian Poseidon Shareholders Inc. Olympian Poseidon Owners Inc. Olympian Demeter Shareholders Inc. Olympian Demeter Owners Inc. Olympian Ares Shareholders Inc. Olympian Ares Owners Inc. Olympian Artemis Shareholders Inc. Olympian Artemis Owners Inc. Olympian Diana Holding Inc.

Olympian Athena Shareholders Inc. Olympian Athena Owners Inc. Olympian Dionysus Shareholders Inc. Olympian Dionysus Owners Inc. Olympian Aphrodite Shareholders Inc. Olympian Aphrodite Owners Inc. Olympian Pan Holding Inc. Olympian Hephaestus Shareholders Inc. Olympian Hephaestus Owners Inc. Olympian Hermes Shareholders Inc. Olympian Hermes Owners Inc. Drill Rigs Holdings Inc. Ocean Rig 1 Shareholders Inc. Ocean Rig 1 Inc. Ocean Rig 1 Greenland Operations Inc.

Ocean Rig Falkland Operations Inc. Ocean Rig 2 Shareholders Inc. Ocean Rig 2 Inc. Drill Rigs Operations Inc. Ocean Rig Norway Operations Inc. Ocean Rig Liberia Operations Inc. Ocean Rig Ireland Operations Inc. Drillships Holdings Inc. Drillship Hydra Shareholders Inc. Drillship Hydra Owners Inc. Drillship Paros Shareholders Inc. Drillship Paros Owners Inc. Drillships Holdings Operations Inc. Ocean Rig Angola Operations Inc. Ocean Rig Gabon Operations Inc.

Drillships Investment Inc. Kithira Shareholders Inc. Drillship Kithira Owners Inc. Ocean Rig Poseidon Operations Inc. Skopelos Shareholders Inc. Drillship Skopelos Owners Inc. Drillships Investment Operations Inc. Ocean Rig Namibia Operations Inc. Ocean Rig Cuanza Operations Inc. Drillships Ocean Ventures Inc. Drillship Skiathos Shareholders Inc. Drillship Skiathos Owners Inc. Drillship Skyros Shareholders Inc. Drillship Skyros Owners Inc.

Drillship Kythnos Shareholders Inc. Drillship Kythnos Owners Inc. Drillships Ocean Ventures Operations Inc. Ocean Rig Cunene Operations Inc. Ocean Rig Cubango Operations Inc. The Trading Market shall have completed its review of the related Listing of Additional Shares form with respect to all of the Securities that may be issued pursuant to this Agreement.

There shall not have occurred any event that would permit the Investor to terminate this Agreement pursuant to Section 7. Each time the Company i files a Prospectus Supplement relating to the Securities pursuant to Section 1. The requirement to provide the opinion "bring down" under this Section 6. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "bring down" under this Section 6.

Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of i the first day of the month next following the month anniversary of the Effective Date the " Investment Period " , ii the date that the entire dollar amount of Common Stock registered under the Registration Statement has been issued and sold and iii the date the Investor shall have purchased or acquired shares of Common Stock pursuant to this Agreement equal to the Aggregate Limit.

Subject to Section 7. The Company shall promptly but in no event later than 24 hours notify the Investor and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market , and, subject to Section 7.

In the event of termination by the Company or the Investor pursuant to Section 7. If this Agreement is terminated as provided in Section 7. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall affect any cash fees paid to the Investor's.

Nothing in this Section 7. The Company shall reimburse the Investor and each such controlling Person promptly upon demand with accompanying presentation of documentary evidence for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification. Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to seek indemnification under Section 8.

The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties.

Each indemnified party, as a condition to receiving indemnification as provided in Section 8. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested by written notice provided in accordance with Section 9.

No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.

The remedies provided for in Section 8. The Company shall pay all U. For the avoidance of doubt, all of the fees payable to the Investor or its counsel pursuant to this Section 9. Nothing in this Section 9. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the.

District Court and other courts of the United States sitting in the City and State of New York, Borough of Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and b hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding.

Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

This Agreement, together with the exhibits referred to herein and the Disclosure Schedule, represents the entire agreement of the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth herein.

No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto. The Disclosure Schedule and all exhibits to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective a upon hand delivery or facsimile with facsimile machine confirmation of delivery received at the address or number designated below if delivered on a business day during normal business hours where such notice is to be received , or the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received , b upon sending to an e-mail address provided below if acknowledged by the recipient or another representative of the Company or the Investor, as applicable, or c on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The address for such communications shall be:. If to the Company:. DryShips Inc. Athens, Greece. E-mail: finance dryships. Attention: Mr. George Economou. With a copy which shall. One Battery Park Plaza. New York, NY Telephone Number: Fax: E-mail: Wolfe sewkis. Attention: Gary Wolfe, Esq. If to the Investor:. Kalani Investments Limited. Palm Grove House. Box Road Town, Tortola. British Virgin Islands. E-mail: john. Attention: John Gordon.

Greenberg Traurig, LLP. The MetLife Building. E-mail: Marsicoa gtlaw. Marsico, Esq. Either party hereto may from time to time change its address for notices by giving at least 10 days advance written notice of such changed address to the other party hereto. Any notice to the Company may alternatively be given to an address specified by the Company on any Fixed Request Notice until the Company provides written notice of a change to such address to the Investor.

Any notice to the Investor may also be given to an address specified by the Investor on any Optional Amount Notice or Confirmation Notice until the Investor provides written notice of a change to such address to the Company. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms "including," "includes," "include" and words of like import shall be construed broadly as if followed by the words "without limitation. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

The Investor may not assign this Agreement to any Person without the prior consent of the Company, in the Company's sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The assignment by a party to this Agreement of any rights hereunder shall not affect the obligations of such party under this Agreement. The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however, that i the provisions of Article VII Termination , Article VIII Indemnification , Section 9.

Severability and this Section 9. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

In the event any signature is delivered by facsimile, digital or electronic transmission, such transmission shall constitute delivery of the manually executed original and the party using such means of delivery shall thereafter cause four additional executed signature pages to be physically delivered to the other parties within five days of the execution and delivery hereof. Failure to provide or delay in the delivery of such additional executed signature pages shall not adversely affect the efficacy of the original delivery.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Except as expressly provided in Article VIII, this Agreement is intended only for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. From and after the date of this Agreement, upon the request of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

Name: Dimitris Dreliozis. Title: Vice President of Finance. Title: Director. Solely with respect to Section 2. George Economou or a Person affiliated with Mr. George Economou except in the event of a "going-private" transaction. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence.

Fax :. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2. Fixed Amount Requested:. Optional Amount:. Pricing Period start date:. Pricing Period end date:. Settlement Date:. Floor Price:. Optional Amount Floor Price:. Name: Title:. Address: Facsimile No. Number of Shares to be purchased aggregate. Exercise Price s :. Attached hereto as Exhibit A is a true, complete and correct copy of the Articles of Incorporation of the Company as amended through, and as in full force and effect on, the date hereof.

The Articles of Incorporation of the Company have not been further amended or restated, and no action has been taken by the Company in contemplation of any such amendment or the dissolution, merger or consolidation of the Company.

Attached hereto as Exhibit B is a true and complete copy of the Bylaws of the Company, as amended and restated through, and as in full force and effect on, the date hereof, and no proposal for any amendment, repeal or other modification to the Bylaws of the Company has been taken or is currently pending before the Board of Directors or stockholders of the Company. The Board of Directors of the Company has approved the transactions contemplated by the Agreement; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof.

Each person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed i the Agreement and ii any other document delivered prior hereto or on the date hereof in connection with the transactions contemplated by the Agreement, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact, and the signature of each such person appearing on any such document is his genuine signature.

Print Name:. In connection with the issuance of shares of common stock of DryShips Inc. Except as set forth in the attached Disclosure Schedule, the representations and warranties of the Company set forth in Article IV of the Agreement i that are not qualified by "materiality" or "Material Adverse Effect" are true and correct in all material respects as of [insert Fixed Request Exercise Date] and as of the date hereof with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties are true and correct in all material respects as of such other date and ii that are qualified by "materiality" or "Material Adverse Effect" are true and correct as of [insert Fixed Request Exercise Date] and as of the date hereof with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties are true and correct as of such other date.

The Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Agreement to be performed, satisfied or complied with by the Company at or prior to [insert Fixed Request Exercise Date] and the date hereof. As of [insert Fixed Request Exercise Date] and the date hereof, i the Registration Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, ii the Prospectus did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and iii no event has occurred as a result of which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses i and ii above, respectively, to be true and correct.

As of [insert Fixed Request Exercise Date] and the date hereof, the Company did not and does not possess any material non-public information. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. Unless the context otherwise requires, all capitalized terms are used herein as defined in the Agreement. The numbers below correspond to the section numbers of representations and warranties in the Agreement most directly modified by the below exceptions.

Name of Subsidiary. Jurisdiction of Incorporation. Hydrogen Shipholding Co. Earthly Shipholding Co. Helium Shipholding Co. Silicon Shipholding Co. Oxygen Shipholding Co. Skip Navigation Inc. Malvina Shipping Company Limited. Samsara Shipping Company Limited. Fabiana Navigation Company Limited. Karmen Shipping Company Limited. Thelma Shipping Company Limited. Celine Shipping Company Limited. Felicia Navigation Company Limited. Zatac Shipping Company Limited. Royerton Shipping Company Limited.

Fago Shipping Company Limited. Lancat Shipping Company Limited. Hydrogen Shipping Company Limited. Helium Shipping Company Limited. Platan Shipping Company Limited. Madras Shipping Company Limited. Tolan Shipping Company Limited.

Lansat Shipping Company Limited. Iguana Shipping Company Limited. Selma Shipping Company Limited. Onil Shipping Company Limited. Borsari Shipping Company Limited. Silicon Shipping Company Limited. Oxygen Shipping Company Limited. Blueberry Shipping Company Limited. Annapolis Shipping Company Limited. Araldo Marine Ltd. Marshall Islands. Welby Shipping Inc. Azalea Shareholders Limited. Samsara Shipholding One Inc.

Samsara Shipholding Two Inc. Lidman Maritime Co. Armanno Marine Co. Devine Navigation Inc. Ariadne Marine S. Mador Shipping Ltd. Lothair Navigation Company. Verge Navigation Corp. Joyce Shipping Corp. Amara Shipping Company. Alma Shipholding Inc. Tempo Marine Co. Flamenco Management Corp. Star Record Owning Company Limited. Star Record Shareholdings Limited. Argo Owning Company Limited. Paralos Owning Company Limited.

Rea Owning Company Limited. Rea Shareholdings Limited. Dione Owning Company Limited. Dione Shareholdings Limited. Phoebe Owning Company Limited. Phoebe Shareholdings Limited. Uranus Owning Company Limited. Uranus Shareholdings Limited. Selene Owning Company Limited. Selene Shareholdings Limited. Tethys Owning Company Limited. Tethys Shareholdings Limited. Ioli Owning Company Limited.

Ioli Shareholdings Limited. Iason Shareholdings Limited. Iokasti Shareholdings Limited. Boone Star Shareholders Inc. Norwalk Star Owners Inc. Norwalk Star Shareholdings Inc. Dalian Star Shareholdings Inc. Aegean Traders Inc.

Aegean Shareholders Inc. Roscoe Marine Ltd. Argo Shareholdings Limited. Amathus Owning Company Limited. Amathus Shareholders Limited. Echo Owning Company Limited. Echo Shareholdings Limited. Caerus Owning Company Limited. Caerus Shareholdings Limited. Symi Owners Inc. Symi Shareholders Inc. Kalymnos Owners Inc. Kalymnos Shareholders Inc.

Litae Owning Company Limited. Litae Shareholdings Limited. Tyche Owning Company Limited. Tyche Shareholdings Limited. Anemone Marine Co. Ariana Marine Ltd. Neria Shipmanagement Inc. Argante Navigation Corp.

Sunlight Shipholding One Inc. Sunlight Shipholding Two Inc. Atlas Owning Company Limited. Atlas Shareholdings Limited. Maternal Owning Company Limited. Maternal Shareholdings Limited. Xanadu Shipholding One Inc. Xanadu Shipholding Two Inc. Nouvelle Shipholding One Inc. Nouvelle Shipholding Two Inc. Paternal Owning Company Limited. Paternal Shareholdings Limited. Olivia Shipholding One Inc. Olivia Shipholding Two Inc.

Taipan Shipholding One Inc. Taipan Shipholding Two Inc. Classical Owning Company Limited. Classical Shareholdings Limited. Human Owning Company Limited. Human Shareholdings Limited. Seaventure Shipping Limited. Seaventure Holdings Limited. Primera Shipholding One Inc. Primera Shipholding Two Inc.

Scorpio Shipholding One Inc. Scorpio Shipholding Two Inc. Paragon Shipholding One Inc. Paragon Shipholding Two Inc. Iguana Shipholding One Inc. Iguana Shipholding Two Inc. Lotis Traders Inc. Lotis Shareholders Inc. Kronos Owning Company Limited. Kronos Shareholdings Limited.

Lucio Shipholding Ltd. Valente Navigation Co. Toro Shipholding One Inc. Toro Shipholding Two Inc. Gaia Owning Company Limited. Gaia Shareholdings Limited. Trojan Maritime Co. Koronis Navigation S. Astarte Maritime S. Ashby Shipmanagement Corp. Orpheus Owning Company Limited. Orpheus Shareholdings Limited. Ionian Traders Inc. Rhodian Traders Inc.

Monteagle Shipping SA. Paralos Shareholdings Limited. Kerkyra Traders Inc. Kerkyra Shareholders Inc. Wealth Management Inc. Thrasymachus Challenge Inc. Hippias Challenge Inc. Prodicus Challenge Inc. Gorgias Challenge Inc.

Callicles Challenge Inc. Antiphon Challenge Inc. Protagoras Challenge Inc. Lycophron Challenge Inc. Cratylus Challenge Inc. Tinos Traders Inc. Sifnos Traders Inc. Milos Traders Inc. Milos Shareholders Inc. Thassos Traders Inc. Thassos Shareholders Inc. Pounta Traders Inc. Pounta Shareholders Inc. Faedon Shareholdings Limited. Ialysos Shareholders Limited. Mandarin Shareholdings Limited. Mensa Shareholdings Limited. Iktinos Owning Company Limited. Iktinos Shareholdings Limited. Kallikrates Owning Company Limited.

Kallikrates Shareholdings Limited. Belulu Shareholders Limited. DryShips Partners LP. Oceanfreight Inc. Oceanship Shareholdings Limited. Oceanship Owners Limited. Oceanwealth Shareholdings Limited. Oceanwealth Owners Limited. Oceanventure Shareholdings Limited. Oceanventure Owners Limited. Oceanresources Shareholdings Limited.

Oceanresources Owners Limited. Oceanstrength Shareholdings Limited. Oceanstrength Owners Limited. Oceanprime Shareholdings Limited. Oceanprime Owners Limited. Oceanclarity Shareholdings Limited. Oceanclarity Owners Limited. Oceanfighter Shareholders Inc. Oceanfighter Owners Inc. Ocean Faith Shareholders Inc.

Ocean Faith Owners Inc. Ocean Blue Spirit Shareholders Inc. Ocean Blue Spirit Owners Inc. Kifissia Star Shareholders Inc. Kifissia Star Owners Inc. Pasifai Shareholders Limited. Pasifai Owning Company Limited. Amazon Shareholders Limited. Amazon Owning Company Limited. Freightwise Investments Ltd. Olympian Heracles Holding Inc.

Tankships Corporation Limited. Olympian Hestia Holding Inc. Olympian Zeus Shareholders Inc. Olympian Zeus Owners Inc. Olympian Apollo Shareholders Inc. Olympian Apollo Owners Inc. Olympian Hebe Holding Inc. Olympian Hera Shareholders Inc. Olympian Hera Owners Inc.

Olympian Rea Holding Inc. Olympian Poseidon Shareholders Inc. Olympian Poseidon Owners Inc. Olympian Demeter Shareholders Inc. Olympian Demeter Owners Inc. Olympian Ares Shareholders Inc. Olympian Ares Owners Inc. Olympian Artemis Shareholders Inc. Olympian Artemis Owners Inc. Olympian Diana Holding Inc. Olympian Athena Shareholders Inc.

Olympian Athena Owners Inc. Olympian Dionysus Shareholders Inc. Olympian Dionysus Owners Inc. Olympian Aphrodite Shareholders Inc. Olympian Aphrodite Owners Inc. Olympian Pan Holding Inc. Olympian Hephaestus Shareholders Inc. Olympian Hephaestus Owners Inc. Olympian Hermes Shareholders Inc. Olympian Hermes Owners Inc. Dryships Finance Corp. Tankships Investment Holdings Inc.

Oil and Gas Ships Investor Limited.

INWARD INVESTMENT ULTIMATE GUITAR

No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the. Investor any information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.

As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus including, without limitation, the Form F complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing , such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Each Commission Document to be filed with or furnished to the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Section 1. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Such financial statements, together with the related notes and schedules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved except i as may be otherwise indicated in such financial statements or the notes thereto or ii in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements , and fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the results of operations and cash flows for the periods indicated subject, in the case of unaudited statements, to normal year-end audit adjustments.

The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a or Rule 15d under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the.

As used in this Section 4. Schedule 4. Since December 31, , except as disclosed in the Commission Documents, the Company has not experienced or suffered any Material Adverse Effect, and, except as disclosed in the Commission Documents, there exists no current state of facts, condition or event which would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any liabilities, obligations, claims or losses whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise that would be required to be disclosed on a balance sheet of the Company or any Subsidiary including the notes thereto in conformity with GAAP and are not disclosed in the Commission Documents, other than those incurred in the ordinary course of the Company's or its Subsidiaries respective businesses since December 31, and which, individually or in the aggregate, do not or would not have a Material Adverse Effect.

No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, operations including results thereof or conditions financial or otherwise , which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company at or before the Effective Date but which has not been so publicly announced or disclosed, except for events or circumstances which, individually or in the aggregate, do not or would not have a Material Adverse Effect.

The Company's report on Form 6-K dated November 10, that includes unaudited interim condensed consolidated financial statements of the Company as of September 30, sets forth, as of September 30, , all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments through such date.

There is no existing or continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries, except as disclosed in the Commission Documents. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors.

The Company is financially solvent and is generally able to pay its debts as they become due. Each of the Company and its Subsidiaries has good and valid title to, or has valid rights to lease or otherwise use, all of their respective real and personal property reflected in the Commission Documents, free of mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or that would not have a Material Adverse Effect.

All real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries. There is no action, suit, claim, investigation or proceeding pending, or to the Knowledge of the Company threatened, against the Company or any Subsidiary which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto.

Except as disclosed in the Commission Documents, there is no action, suit, claim, investigation or proceeding pending, or to the Knowledge of the Company threatened, against or involving the Company, any Subsidiary or any of their respective properties or assets, or involving any officers or directors of the Company or any of its Subsidiaries, including, without limitation, any securities class action lawsuit or stockholder derivative lawsuit related to the Company, in each case which, if determined adversely to the Company, its Subsidiary or any officer or director of the Company or its Subsidiaries, would have a Material Adverse Effect.

Except as set forth in the Commission Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the Knowledge of the Company, requested of any court, arbitrator or governmental agency which would be reasonably expected to result in a Material Adverse Effect.

The business of the Company and the Subsidiaries has been and is presently being conducted in compliance with all applicable federal, state, local and foreign governmental laws, rules, regulations and ordinances, except for such non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect.

Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its. Subsidiaries, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company satisfies, as of the Effective Date, all requirements for the continued listing or quotation of its Common Stock on the Trading Market, and the Company is not, as of the Effective Date, in material violation of any of the rules, regulations or requirements of the Trading Market and has no Knowledge of any facts or circumstances that could reasonably be expected to lead to delisting or suspension of the Common Stock by the Trading Market in the foreseeable future.

Except as set forth in this Section 4. The Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and. Neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, if the subject of any unfavorable decision, ruling or finding, individually or in the aggregate, would have a Material Adverse Effect.

This Section 4. There are no actions, suits or judicial proceedings pending, or to the Company's Knowledge threatened, relating to patents or proprietary information to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is subject, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict if the subject of any unfavorable decision, ruling or finding or invalidity or inadequacy, individually or in the aggregate, would have a Material Adverse Effect.

Except as disclosed in the Commission Documents, the Company and each of its Subsidiaries have obtained all material approvals, authorization, certificates, consents, licenses, orders and permits or other similar authorizations of all governmental authorities, or from any other Person, that are required under any Environmental Laws, except for any approvals, authorization, certificates, consents, licenses, orders and permits or other similar authorizations the failure of which to obtain does not or would not have a Material Adverse Effect.

Except for such instances as would not, individually or in the aggregate, have a Material Adverse Effect, to the Company's Knowledge, there are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting the Company or its Subsidiaries that violate or would reasonably be expected to violate any Environmental Law after the Effective Date or that would reasonably be expected to give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit,.

Neither the Company nor any Subsidiary of the Company is a party to any written or oral contract, instrument, agreement commitment, obligation, plan or arrangement, a copy of which would be required to be filed with the Commission as an exhibit to an annual report on Form F collectively, " Material Agreements " and which has not been or will not be so filed as an exhibit to an annual report on Form F. Except as disclosed in the Commission Documents, the Company and each of its Subsidiaries have performed in all material respects all the obligations required to be performed by them under the Material Agreements, have received no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis for the assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party thereto are in default under any Material Agreement now in effect, except in each case, the result of which would not have a Material Adverse Effect.

Except as disclosed in the Commission Documents or in Schedule 4. The Company has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Securities contemplated by this Agreement. The Registration Statement was declared effective by order of the Commission on May 7, As of the date hereof, no stop order suspending the effectiveness. No order preventing or suspending the use of the Prospectus or any Permitted Free Writing Prospectus has been issued by the Commission.

The Company is not, and has not previously been at any time, a "shell company" as such term is defined in Rule under the Securities Act. Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule g 1 under the Securities Act.

Each Permitted Free Writing Prospectus a shall conform in all material respects to the requirements of the Securities Act on the date of its first use, b when considered together with the Prospectus on each applicable Fixed Request Exercise Date and on each applicable Settlement Date, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and c shall not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any Prospectus Supplement deemed to be a part thereof that has not been superseded or modified.

The immediately preceding sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. From and after the Effective Date and prior to the completion of the distribution of the Securities, the Company shall not distribute any offering material in connection with the offering and sale of the Securities, other than the Registration Statement, the Base Prospectus as supplemented by any Prospectus Supplement or a Permitted Free Writing Prospectus.

Neither the Company nor any Subsidiary of the Company has any collective bargaining arrangements or agreements covering any of its employees. No officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, has terminated or, to the Knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any Subsidiary.

The proceeds from the sale of the Shares shall be used by the Company and its Subsidiaries as set forth in the Base Prospectus and any Prospectus Supplement filed pursuant to Section 1. The Company is not, and as a result of the consummation of the transactions contemplated by this Agreement and the application of the proceeds from the sale of the Shares as set forth in the Base Prospectus and any Prospectus Supplement shall not be, an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of , as amended.

No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan by the Company or any of its Subsidiaries which has had or would have a Material Adverse Effect. No "prohibited transaction" as defined in Section of ERISA or Section of the Code or "accumulated funding deficiency" as defined in Section of ERISA or any of the events set forth in Section b of ERISA has occurred with respect to any Plan which has had or would have a Material Adverse Effect, and the execution and delivery of this Agreement and the issuance and sale of the Securities hereunder shall not result in any of the foregoing events.

Each Plan is in compliance in all material respects with applicable law, including ERISA and the Code; the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any Plan; and each Plan for which the Company would have any liability that is intended to be qualified under Section a of the Code is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualifications.

The Company i has filed all federal, state and foreign income and franchise tax returns or has duly requested extensions thereof, except for those the failure of which to file would not have a Material Adverse Effect, ii has paid all federal, state, local and foreign taxes due and payable for which it is liable, except to the extent that any such taxes are being contested in good faith and by appropriate proceedings, except for such taxes the failure of which to pay would not have a Material Adverse Effect, and iii does not have any tax deficiency or claims outstanding or assessed or, to the Company's Knowledge, proposed against it which would have a Material Adverse Effect.

There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the Company has no Knowledge of any basis for any such claim. Based on its current activities, the Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section of the U.

Internal Revenue Code of , as amended. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall not become a U. The Company's Common Stock is registered pursuant to Section 12 b or 12 g of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.

Except as disclosed in the Commission Documents, the Company has not, in the 12 months preceding the Effective Date, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance in any material respect with the listing or maintenance requirements of such Trading Market.

As of the Effective Date, the Company is in compliance with all such listing and maintenance requirements. The Company has not received notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.

None of the Company, any Subsidiary or, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other Person acting on behalf of the Company or any of its Subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of , as amended, and the rules and regulations thereunder collectively, the " FCPA " , including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" as such term is defined in the FCPA or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

The Company and the Subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of , as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency collectively, the " Money Laundering Laws " and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

None of the Company, any Subsidiary or, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or Person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U. Treasury Department " OFAC " ; and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.

Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company, no Person acting on their behalf has, i taken, directly or indirectly, any action designed or intended to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Securities, or ii sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities.

The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company or in any similar capacity with respect to this Agreement or the transactions contemplated hereby, and any advice given by the Investor or any of its representatives or agents in connection with this Agreement or the transactions contemplated hereby is merely incidental to the Investor's acquisition of the Securities.

The Company further represents to the Investor that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions contemplated by this Agreement other than those specifically set forth in Article III of this Agreement.

The Company is a "foreign private issuer" as such term is defined in Rule 3b-4 under the Exchange Act and in Rule under the Securities Act. The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Investment Period:. Without limiting the generality of the foregoing, the Company shall take all reasonably necessary action, undertake all proceedings and obtain all registrations, permits, consents and approvals in order to i qualify the Securities for offering and sale to the Investor, or to obtain an exemption for the Securities to be offered and sold to the Investor and ii qualify the Securities for offer and resale by the Investor, or to obtain an exemption for the Securities to be offered and resold by the Investor, in each case under the applicable securities.

In each jurisdiction in which the Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Securities but in no event for less than one year from the date of this Agreement.

Each party hereto shall A promptly notify the other party and FWG of any communication to that party or its affiliates from FINRA, including, without limitation, any request from FINRA or its staff for amendments or supplements to or additional information in respect of the FINRA Filing and permit the other party and FWG to review in advance any proposed written communication to FINRA and B furnish the other party and FWG with copies of all written correspondence, filings and communications between them and their affiliates and their respective representatives and advisors, on the one hand, and FINRA or members of its staff, on the other hand, with respect to this Agreement or the transactions contemplated hereby.

Agreement or the transactions contemplated hereby to be no longer advisable to the Investor. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not pay any fees to FWG in connection with any of the transactions contemplated by this Agreement, unless and until the parties hereto and FWG shall have received written confirmation from FINRA to the effect that FINRA's Corporate Financing Department has determined not to raise any objection with respect to the fairness and reasonableness of the terms of the transactions contemplated by this Agreement.

The Company shall take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12 b of the Exchange Act, shall comply in all material respects with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document whether or not permitted by the Securities Act or the Exchange Act to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein.

Without limiting the generality of the foregoing, the Company shall file all reports, schedules, registrations, forms, statements, information and other documents required to be filed by the Company with the Commission pursuant to the Exchange Act, including all material required to be filed pursuant to Sections 13 a , 13 c , 14 or 15 d of the Exchange Act, in each case within the time periods required by the Exchange Act giving effect to permissible extensions in accordance with Rule 12b under the Exchange Act.

The Company shall use its reasonable best efforts to continue the listing and trading of its Common Stock and the listing of the Commitment Shares acquired and the Shares purchased by the Investor hereunder on the Trading Market, and shall comply with the Company's reporting, filing and other obligations under the bylaws, listed securities maintenance standards and other rules and regulations of FINRA and the Trading Market.

The Company shall not take any action which could reasonably be expected to result in the delisting or suspension of the Common Stock on the Trading Market. The Company shall conduct its business in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section of the U. Without limiting the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, and any applicable securities laws of any non-U.

Neither the Investor nor any of its officers or directors will take, directly or indirectly, any action designed or intended to cause or to result in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Securities. Subject to the requirements of Section 5.

The Company shall not be required to reimburse the Investor or its counsel or advisors in connection with any such due diligence from and after the date of this Agreement. Notwithstanding any other provision of this Agreement, the Investor shall not purchase or acquire, or be obligated or have the right to purchase or acquire, any shares of Common Stock pursuant to this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned as calculated pursuant to Section 13 d of the Exchange Act and Rule 13d-3 promulgated thereunder by the Investor and its Affiliates, would result in the beneficial ownership by the Investor of more than 4.

Upon the written or oral request of the Investor, the Company shall promptly but not later than the next Trading Day confirm orally or in writing to the Investor the number of shares of Common Stock. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor's written certification to the Company of the applicability of the Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.

Upon delivery of a written notice to the Company, the Investor may from time to time increase with such increase not effective until the sixty-first 61 st day after delivery of such notice or decrease the Ownership Limitation to any other amount of Common Stock not in excess of 9. The provisions of this Section 5.

The limitations contained in this Section 5. Notwithstanding the foregoing, this Section 5. Notwithstanding the foregoing or anything contained herein to the contrary, during the Investment Period, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor which consent may be withheld, delayed or conditioned in the Investor's sole discretion , directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person other than the Investor to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company whether registered under the Securities Act or pursuant to Section 3 a 9 or 3 a 10 of the Securities Act.

For all purposes of this Agreement, violations of the restrictions set forth in this Section 5. For purposes of this Section 5. With respect to any Reference Period for which the Company is required to provide an Other Financing Notice pursuant to the first sentence including the provisos thereto of this Section 5.

The Company shall not be required to disclose to the Investor the substance or specific reasons of any of the events set forth in clauses i through iii of the immediately preceding sentence, but rather, shall only be required to disclose that the event has occurred. The Company shall not issue any Fixed Request during the continuation of any of the foregoing events. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use reasonable best efforts to obtain the withdrawal of such order at the earliest possible time.

The Company shall also advise the Investor promptly but in no event later than 24 hours and shall confirm such advice in. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus or in lieu thereof, the notice referred to in Rule a under the Securities Act is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the Company shall not file any 1 Prospectus Supplement with respect to the Securities, without delivering or making available a copy of such Prospectus Supplement in the form filed with the Commission , together with the Base Prospectus, to the Investor promptly after the filing thereof with the Commission, or 2 any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement in the form filed with the Commission to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in ".

The Investor has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Securities that would constitute a Free Writing Prospectus required to be. For so long as, in the reasonable opinion of counsel for the Investor, the Prospectus or in lieu thereof, the notice referred to in Rule a under the Securities Act is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the Company will furnish to the Investor and its counsel at the expense of the Company copies of the Base Prospectus and all Prospectus Supplements that are filed with the Commission, in each case, in the form filed with the Commission, as soon as reasonably practicable via e-mail in ".

The Company consents to the use of the Prospectus and of any Prospectus Supplement thereto in accordance with the provisions of the Securities Act and with the securities or "Blue Sky" laws of the jurisdictions in which the Securities may be sold by the Investor, in connection with the offering and sale of the Securities and for such period of time thereafter as the Prospectus or in lieu thereof, the notice referred to in Rule a under the Securities Act is required by the Securities Act to be delivered in connection with sales of the Securities.

If during such period of time any event shall occur that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein in the case of the Prospectus, in light of the circumstances under which they were made not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with the Securities Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section 5.

The Investor shall comply with any Prospectus delivery requirements under the Securities Act applicable to it. The Investor acknowledges and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of Securities by the Company to the Investor, and for the resale of Securities by the Investor, at all times during the term of this Agreement and, to the extent the Investor owns any Securities upon the termination of this Agreement, until the th day next following the termination of this Agreement the " Registration Period ".

Without limiting the generality of the foregoing, during the Registration Period, the Company shall prepare and, subject to Section 5. Without limiting the generality of the foregoing, if, immediately prior to the third 3rd anniversary of the initial effective date of the Registration Statement the " Renewal Date " , any of the Securities that have been or may be issued pursuant to this Agreement have not been issued by the Company or resold by the Investor and the Registration Period has not expired, the Company.

The Company will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Securities and the resale thereof by the Investor to continue as contemplated in the expired Registration Statement relating to the Securities. From and after the effective date thereof, references herein to the "Registration Statement" shall include such new Registration Statement.

Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.

The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Securities that it may acquire or purchase from the Company pursuant to this Agreement which or whom shall be unaffiliated with the Investor and FWG and not then currently engaged or used by the Company collectively, the " Broker-Dealer ". The Investor shall provide the Company with all information regarding the Broker-Dealer reasonably requested by the Company.

The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not exceed customary brokerage fees and commissions. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earnings statement covering a month period that satisfies the provisions of Section 11 a of and Rule under the Securities Act.

The terms "earnings statement" and "make generally available to its security holders" shall have the meanings set forth in Rule under the Securities Act. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 5. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement.

Except as expressly set forth in this Agreement, such information and the thresholds whether based on quantity, qualitative characterization, dollar amounts or otherwise set forth herein shall not be used as a basis for interpreting the terms "material" or "Material Adverse Effect" or other similar terms in this Agreement. On the Effective Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer the Initial Commitment Shares to the Investor or its designee s , not later than p.

For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Effective Date, regardless of whether any Fixed Requests are issued by the Company or settled hereunder. Simultaneously with the execution and delivery of this Agreement, on the Effective Date, the Company shall deliver to the Investor a the opinions of outside U. On or prior to the Effective Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor's counsel, the fees and expenses of the Investor's counsel in accordance with the proviso to the first sentence of Section 9.

The obligation hereunder of the Company to issue and sell the Shares to the Investor under any Fixed Request or Optional Amount is subject to the satisfaction or to the extent permitted by applicable law waiver of each of the conditions set forth below. These conditions are for the Company's sole benefit and to the extent permitted by applicable law may be waived by the Company at any time in its sole discretion, except as expressly provided below.

The Registration Statement is effective and neither the Company nor the Investor shall have received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statement. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which A as of the Effective Date, is sufficient to issue to the Investor not less than 1 the Total Commitment worth of Common Stock plus 2 the Commitment Shares and B as of the applicable Fixed Request Exercise Date and the applicable Settlement Date, is sufficient to issue to the Investor not less than the maximum dollar amount worth of Shares issuable pursuant to the applicable Fixed Request Notice and applicable Optional Amount, if any.

The Current Report shall have been filed with the Commission as required pursuant to Section 1. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Sections 13 a , 13 c , 14 or 15 d of the Exchange Act, shall have been filed with the Commission and such filings shall have been made within the applicable time period prescribed for such filing under the Exchange Act.

All other material required to be filed by the Company or any other offering participant pursuant to Rule d under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule under the Securities Act.

The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the applicable Fixed Request Exercise Date and the applicable Settlement Date. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement.

Trading in the Common Stock shall not have been suspended by the Commission or the Trading Market except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the applicable Fixed Request Exercise Date and applicable Settlement Date , and, at any time prior to the applicable Fixed Request Exercise Date and applicable Settlement Date, none of the events described in clauses i , ii and iii of Section 5.

No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

The issuance and sale of the Shares issuable pursuant to such Fixed Request or Optional Amount shall not exceed the Aggregate Limit or the limitations set forth in Section 5. There shall not exist any unresolved objection raised by FINRA's Corporate Financing Department with respect to the fairness and reasonableness of the terms of the transactions contemplated by this Agreement.

The obligation hereunder of the Investor to accept a Fixed Request Notice or Optional Amount grant and to acquire and pay for the Shares is subject to the satisfaction or to the extent permitted by applicable law waiver, at or before each Fixed Request Exercise Date except with respect to the opinion "bring downs" contemplated by Section 6.

These conditions are for the Investor's sole benefit and to the extent permitted by applicable law may be waived by the Investor at any time in its sole discretion, except as expressly provided below. The representations and warranties of the Company contained in this Agreement, as modified by the Disclosure Schedule a that are not qualified by "materiality" or "Material Adverse Effect" shall have been true and correct in all material respects when made and shall be true and correct in all.

As of the Effective Date, the applicable Fixed Request Exercise Date and the applicable Settlement Date, the Investor shall be permitted to utilize the Prospectus to resell all of the Securities it then owns or has the right to acquire pursuant to all Fixed Request Notices issued pursuant to this Agreement.

Trading in the Common Stock shall not have been suspended by the Commission or the Trading Market since the most recent Settlement Date or Effective Date in the case of the first Settlement Date except for one or more suspensions of trading of less than fifteen minute duration, which suspension shall be terminated prior to the applicable Fixed Request Exercise Date and applicable Settlement Date , and the Company shall not have received any notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain which termination shall be final and non-appealable.

At any time since the most recent Settlement Date or Effective Date in the case of the first Settlement Date , none of the events described in clauses i , ii and iii of Section 5. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Fixed Request Exercise Date and the applicable Settlement Date.

The Company shall have delivered to the Investor on the applicable Settlement Date the Compliance Certificate substantially in the form attached hereto as Exhibit E. No statute, rule, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement.

The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall not exceed the Aggregate Limit or the limitations set forth in Section 5. The Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall have been duly authorized by all necessary corporate action of the Company.

The Company shall have delivered all Shares relating to all prior Fixed Request Notices and Optional Amounts, as applicable, to the Investor or its designee s. The Company shall have timely delivered all Commitment Shares including the Initial Commitment Shares to the Investor or its designee s at such times and in such amounts as set forth in Section 2.

The Trading Market shall have completed its review of the related Listing of Additional Shares form with respect to all of the Securities that may be issued pursuant to this Agreement. There shall not have occurred any event that would permit the Investor to terminate this Agreement pursuant to Section 7.

Each time the Company i files a Prospectus Supplement relating to the Securities pursuant to Section 1. The requirement to provide the opinion "bring down" under this Section 6. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "bring down" under this Section 6.

Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of i the first day of the month next following the month anniversary of the Effective Date the " Investment Period " , ii the date that the entire dollar amount of Common Stock registered under the Registration Statement has been issued and sold and iii the date the Investor shall have purchased or acquired shares of Common Stock pursuant to this Agreement equal to the Aggregate Limit.

Subject to Section 7. The Company shall promptly but in no event later than 24 hours notify the Investor and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market , and, subject to Section 7. In the event of termination by the Company or the Investor pursuant to Section 7.

If this Agreement is terminated as provided in Section 7. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall affect any cash fees paid to the Investor's. Nothing in this Section 7. The Company shall reimburse the Investor and each such controlling Person promptly upon demand with accompanying presentation of documentary evidence for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to seek indemnification under Section 8. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties.

Each indemnified party, as a condition to receiving indemnification as provided in Section 8. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested by written notice provided in accordance with Section 9. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action.

If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8. The remedies provided for in Section 8. The Company shall pay all U. For the avoidance of doubt, all of the fees payable to the Investor or its counsel pursuant to this Section 9.

Nothing in this Section 9. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the. District Court and other courts of the United States sitting in the City and State of New York, Borough of Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and b hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding.

Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

This Agreement, together with the exhibits referred to herein and the Disclosure Schedule, represents the entire agreement of the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth herein. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto. The Disclosure Schedule and all exhibits to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.

Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective a upon hand delivery or facsimile with facsimile machine confirmation of delivery received at the address or number designated below if delivered on a business day during normal business hours where such notice is to be received , or the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received , b upon sending to an e-mail address provided below if acknowledged by the recipient or another representative of the Company or the Investor, as applicable, or c on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The address for such communications shall be:. If to the Company:. DryShips Inc. Athens, Greece. E-mail: finance dryships. Attention: Mr. George Economou. With a copy which shall. One Battery Park Plaza. New York, NY Telephone Number: Fax: E-mail: Wolfe sewkis.

Attention: Gary Wolfe, Esq. If to the Investor:. Kalani Investments Limited. Palm Grove House. Box Road Town, Tortola. British Virgin Islands. E-mail: john. Attention: John Gordon. Greenberg Traurig, LLP. The MetLife Building. E-mail: Marsicoa gtlaw. Marsico, Esq. Either party hereto may from time to time change its address for notices by giving at least 10 days advance written notice of such changed address to the other party hereto.

Any notice to the Company may alternatively be given to an address specified by the Company on any Fixed Request Notice until the Company provides written notice of a change to such address to the Investor.

Any notice to the Investor may also be given to an address specified by the Investor on any Optional Amount Notice or Confirmation Notice until the Investor provides written notice of a change to such address to the Company. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms "including," "includes," "include" and words of like import shall be construed broadly as if followed by the words "without limitation. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

The Investor may not assign this Agreement to any Person without the prior consent of the Company, in the Company's sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The assignment by a party to this Agreement of any rights hereunder shall not affect the obligations of such party under this Agreement. The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however, that i the provisions of Article VII Termination , Article VIII Indemnification , Section 9.

Severability and this Section 9. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

In the event any signature is delivered by facsimile, digital or electronic transmission, such transmission shall constitute delivery of the manually executed original and the party using such means of delivery shall thereafter cause four additional executed signature pages to be physically delivered to the other parties within five days of the execution and delivery hereof. Failure to provide or delay in the delivery of such additional executed signature pages shall not adversely affect the efficacy of the original delivery.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Except as expressly provided in Article VIII, this Agreement is intended only for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. From and after the date of this Agreement, upon the request of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

Name: Dimitris Dreliozis. Title: Vice President of Finance. Title: Director. Solely with respect to Section 2. George Economou or a Person affiliated with Mr. George Economou except in the event of a "going-private" transaction. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence.

Fax :. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2. Fixed Amount Requested:. Optional Amount:. Pricing Period start date:. Pricing Period end date:. Settlement Date:. Floor Price:. Optional Amount Floor Price:. Name: Title:. Address: Facsimile No. Number of Shares to be purchased aggregate.

Exercise Price s :. Attached hereto as Exhibit A is a true, complete and correct copy of the Articles of Incorporation of the Company as amended through, and as in full force and effect on, the date hereof. The Articles of Incorporation of the Company have not been further amended or restated, and no action has been taken by the Company in contemplation of any such amendment or the dissolution, merger or consolidation of the Company.

Attached hereto as Exhibit B is a true and complete copy of the Bylaws of the Company, as amended and restated through, and as in full force and effect on, the date hereof, and no proposal for any amendment, repeal or other modification to the Bylaws of the Company has been taken or is currently pending before the Board of Directors or stockholders of the Company.

The Board of Directors of the Company has approved the transactions contemplated by the Agreement; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof. Each person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed i the Agreement and ii any other document delivered prior hereto or on the date hereof in connection with the transactions contemplated by the Agreement, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact, and the signature of each such person appearing on any such document is his genuine signature.

Print Name:. In connection with the issuance of shares of common stock of DryShips Inc. Except as set forth in the attached Disclosure Schedule, the representations and warranties of the Company set forth in Article IV of the Agreement i that are not qualified by "materiality" or "Material Adverse Effect" are true and correct in all material respects as of [insert Fixed Request Exercise Date] and as of the date hereof with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties are true and correct in all material respects as of such other date and ii that are qualified by "materiality" or "Material Adverse Effect" are true and correct as of [insert Fixed Request Exercise Date] and as of the date hereof with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties are true and correct as of such other date.

The Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Agreement to be performed, satisfied or complied with by the Company at or prior to [insert Fixed Request Exercise Date] and the date hereof. As of [insert Fixed Request Exercise Date] and the date hereof, i the Registration Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, ii the Prospectus did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and iii no event has occurred as a result of which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses i and ii above, respectively, to be true and correct.

As of [insert Fixed Request Exercise Date] and the date hereof, the Company did not and does not possess any material non-public information. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Unless the context otherwise requires, all capitalized terms are used herein as defined in the Agreement. The numbers below correspond to the section numbers of representations and warranties in the Agreement most directly modified by the below exceptions. Name of Subsidiary. Jurisdiction of Incorporation. Hydrogen Shipholding Co. Earthly Shipholding Co.

Helium Shipholding Co. Silicon Shipholding Co. Oxygen Shipholding Co. Skip Navigation Inc. Malvina Shipping Company Limited. Samsara Shipping Company Limited. Fabiana Navigation Company Limited. Karmen Shipping Company Limited. Thelma Shipping Company Limited. Celine Shipping Company Limited. Felicia Navigation Company Limited.

Zatac Shipping Company Limited. Royerton Shipping Company Limited. Fago Shipping Company Limited. Lancat Shipping Company Limited. Hydrogen Shipping Company Limited. Helium Shipping Company Limited. Platan Shipping Company Limited. Madras Shipping Company Limited. Tolan Shipping Company Limited. Lansat Shipping Company Limited. Iguana Shipping Company Limited. Selma Shipping Company Limited. Onil Shipping Company Limited. Borsari Shipping Company Limited. Silicon Shipping Company Limited.

Oxygen Shipping Company Limited. Blueberry Shipping Company Limited. Annapolis Shipping Company Limited. Araldo Marine Ltd. Marshall Islands. Welby Shipping Inc. Azalea Shareholders Limited. Samsara Shipholding One Inc.

Samsara Shipholding Two Inc. Lidman Maritime Co. Armanno Marine Co. Devine Navigation Inc. Ariadne Marine S. Mador Shipping Ltd. Lothair Navigation Company. Verge Navigation Corp. Joyce Shipping Corp. Amara Shipping Company. Alma Shipholding Inc. Tempo Marine Co. Flamenco Management Corp. Star Record Owning Company Limited. Star Record Shareholdings Limited. Argo Owning Company Limited.

Paralos Owning Company Limited. Rea Owning Company Limited. Rea Shareholdings Limited. Dione Owning Company Limited. Dione Shareholdings Limited. Phoebe Owning Company Limited. Phoebe Shareholdings Limited. Uranus Owning Company Limited.

Uranus Shareholdings Limited. Selene Owning Company Limited. Selene Shareholdings Limited. Tethys Owning Company Limited. Tethys Shareholdings Limited. Ioli Owning Company Limited. Ioli Shareholdings Limited. Iason Shareholdings Limited. Iokasti Shareholdings Limited. Boone Star Shareholders Inc.

Norwalk Star Owners Inc. Norwalk Star Shareholdings Inc. Dalian Star Shareholdings Inc. Aegean Traders Inc. Aegean Shareholders Inc. Roscoe Marine Ltd. Argo Shareholdings Limited. Amathus Owning Company Limited. Risk Relating to our Industry.

If the crude oil tanker industry, which historically has been cyclical and volatile, continues to be depressed or declines further in the future, our business, financial condition, results of operation and cash flows may be adversely affected. Historically, the crude oil tanker industry has been highly cyclical, with volatility in profitability, charter rates and asset values resulting from changes in the supply of, and demand for, tanker capacity.

After reaching highs during the summer of , charter rates for crude oil carriers fell dramatically in connection with the commencement of the global financial crisis and current rates continue to remain at relatively low levels compared to the rates achieved in the years preceding the global financial crisis. Fluctuations in charter rates and tanker values result from changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products.

The factors that influence demand for tanker capacity include:. The factors that influence the supply of tanker capacity include:. The factors affecting the supply of and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable, including those discussed above.

The current global economic downturn may reduce demand for transportation of crude oil over longer distances and increase the supply of tankers to carry that oil, which may have a material adverse effect on our business, financial condition, results of operations, and cash flows. Changes in the market for crude oil and petroleum products could result in decreased demand for our vessels and services.

Demand for our vessels and services in transporting crude oil will depend upon world and regional crude oil and petroleum products markets. Any decrease in shipments of crude oil in those markets could have a material adverse effect on our business, financial condition, and results of operations. Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of crude oil, including competition from alternative energy sources.

In the long-term it is possible that crude oil demand may be reduced by an increased reliance on alternative energy sources, by a drive for increased efficiency in the use of crude oil as a result of environmental converses, or by high oil prices. The recent recession affecting the U. Declines in charter rates and other market deterioration could cause the market value of our vessels to decrease significantly.

The fair market value of our crude oil tankers may decrease depending on a number of factors including:. We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts.

The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates, earnings from the vessels and discount rates. All of these items have been historically volatile.

We estimate the recoverable amount as the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.

Any impairment charges incurred as a result of further declines in charter rates could negatively affect our business, financial condition or operating results. Due to the cyclical nature of the tanker market, the market value of one or more of our vessels may at various times be lower than their book value, and sales of those vessels during those times would result in losses. Declining tanker values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity.

In addition, declining vessel values could result in the reduction in lending commitments, the pledging of unencumbered vessels as additional collateral, the ability to maintain our targeted leverage ratios, the requirement to repay outstanding amounts or a breach of loan covenants, which could give rise to an event of default under our credit facilities. An over-supply of tanker capacity may prolong currently low charter rates and vessel values or lead to further reductions in charter rates, vessel values, and profitability.

The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, and petroleum products, as well as strong overall economic growth in parts of the world economy, including Asia. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped and lost, tanker capacity will increase. In January the orderbook as a percentage of the global fleet for crude oil tankers was If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly, charter rates could materially decline.

A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations and available cash. The tanker sector is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources, which could have a material adverse effect on our business and results of operations.

The crude oil tanker industry is highly competitive, capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of petroleum products and oil can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers.

Due in part to the highly. If this were to occur, we may be unable to attract new customers expand our business into new geographic regions or provide new services, which could adversely affect our business and results of operations. We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings. We currently employ all of our vessels in the spot market. In addition, we may employ in the spot market any additional vessels that we may acquire in the future or existing vessels upon the expiration of related time charters.

Although the number of vessels in our fleet that participate in the spot market will vary from time to time, we anticipate that a significant portion of our fleet will participate in this market. As a result, our financial performance will be significantly affected by conditions in the crude oil tanker spot market, and only our vessels that will operate under fixed-rate time charters, during the period such vessels operate under such time charters, will provide a fixed source of revenue to us.

Historically, the tanker market has been volatile as a result of the many conditions and factors that can affect the price, supply of and demand for tanker capacity. The voyage charter spot market may fluctuate significantly based upon supply of and demand of vessels and cargoes.

The successful operation of our vessels in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to load cargo. The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or to pay dividends in the future.

Furthermore, as charter rates for spot charters are fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases. Our ability to renew the charters on our vessels upon the expiration or termination of our current voyage charters or on vessels that we may acquire in the future, the charter rates payable under any replacement charters and vessel values will depend upon, among other things, economic conditions in the oil sector, changes in the supply and demand for vessel capacity and changes in the supply and demand for the seaborne transportation of oil.

Our operating results may be adversely affected by seasonal fluctuations in the crude oil tanker industry. The tanker sector has historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results. The tanker sector is typically stronger in the fall and winter months in anticipation of increased consumption of crude oil and petroleum products in the northern hemisphere during the winter months.

This seasonality could materially affect our operating results and cash available for dividends in the future. If economic conditions throughout the world do not improve, this will impede our results of operations, financial condition and cash flows. Negative trends in the global economy that emerged in continue to adversely affect global economic conditions.

In addition, the world economy is currently facing a number of new challenges, including recent turmoil related to the Ukraine and Russia and hostilities in the Middle East, North Africa and other geographic areas and countries. The deterioration in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping. Table of Contents The United States, the European Union, Japan, and other parts of the world have recently been or are currently in a recession and continue to exhibit weak economic trends.

The recent sovereign debt crisis in certain Eurozone countries, such as Greece and Cyprus, and concerns over debt levels of certain other European Union member states and in other countries around the world, as well as concerns about international banks, have led to volatility in global credit and equity markets. Securities and futures markets and the credit markets are subject to comprehensive statutes, regulations and other requirements. The United States Securities and Exchange Commission, other regulators, self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies, and may effect changes in law or interpretations of existing laws.

Global financial markets and economic conditions have been, and continue to be, severely disrupted and volatile. Credit markets and the debt and equity capital markets have been exceedingly distressed and the uncertainty surrounding the future of the credit markets in the United States and the rest of the world has resulted in reduced access to credit worldwide. We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors.

Major market disruptions and the current adverse changes in market conditions and regulatory climate in the United States and worldwide may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements.

We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values, may have a material adverse effect on our results of operations, financial condition or cash flows, and the trading price of our common shares. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

We also face the risk that strikes, work stoppages, civil unrest and violence within Greece may disrupt our shore side operations and those of our Manager located in Greece. The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:. In particular, the involvement of our vessels in an environmental disaster may harm our financial condition as well as our reputation as a safe and reliable vessel owner and operator, but any of these circumstances or events could materially affect our business.

Table of Contents Acts of piracy on ocean-going vessels have had and may continue to have an adverse effect on our business. Sea piracy incidents continue to occur, particularly in the Gulf of Aden, the Indian Ocean, and increasingly in the Gulf of Guinea, with tankers particularly vulnerable to such attacks. In addition, crew and security equipment costs, including costs which may be incurred to employ onboard security armed guards, to comply with Best Management Practices for Protection against Somalia Based Piracy, or BMP4, or any updated version, could increase in such circumstances.

We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention or hijacking as a result of an act of piracy against our vessels, increased costs associated with seeking to avoid such events including increased bunker costs resulting from vessels being rerouted or travelling at increased speeds as recommended by BMP4 , or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition, results of operations and cash flows, and ability to pay dividends, and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

Political instability, terrorist attacks and international hostilities can affect the seaborne transportation industry, which could adversely affect our business. We conduct most of our operations outside of the United States, and our business, financial condition, results of operations, cash flows, and ability to pay dividends, may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities.

Continuing conflicts and recent developments in Europe, with respect to the Ukraine and Russia, in the Middle East, including Israel, Iraq, Syria, and Egypt, and in North Africa, including Libya, and the presence of the United States and other armed forces in Afghanistan may lead to additional acts of terrorism and armed conflict around the world, which may contribute to economic instability and uncertainty in global financial markets.

As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions throughout the world.

Any of these occurrences, or the perception that our vessels are potential terrorist targets, could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to pay dividends. Our vessels may call on ports located in countries that are subject to restrictions imposed by the U. The U. In , the U. Among other things, CISADA introduced limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.

In , President Obama signed Executive Order which prohibits foreign persons from violating or. Table of Contents attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U. Any persons found to be in violation of Executive Order will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in U.

Such a person could be subject to a variety of sanctions, including exclusion from U. Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.

In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U. The determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price at which our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation.

In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U. Investor perception of the value of our common shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries. Failure to comply with the U. Foreign Corrupt Practices Act and other anti-corruption laws could result in fines, criminal penalties and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with the applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA.

In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Table of Contents Changes in fuel, or bunkers, prices may adversely affect profits. Fuel is a significant, if not the largest, expense in our shipping operations when vessels are under voyage charter. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation.

The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.

Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail. Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our earnings and available cash. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the IMO International Convention for the Safety of Life at Sea of , or SOLAS.

A vessel must undergo annual surveys, intermediate surveys and special surveys. We expect our vessels to be on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be dry docked every two to three years for inspection of its underwater parts. If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to pay dividends.

We are subject to international safety regulations and the failure to comply with these regulations may subject us to decreased revenue and increased liability, may adversely affect our insurance coverage and may result in our vessels being denied access to, or detained in, certain ports. Currently, all of our vessels are ISM Code-certified and we expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us.

The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

If we are subject to increased liability for non-compliance or if our insurance coverage is adversely impacted as a result of non-compliance, it may negatively affect our ability to pay dividends, if any, in the future.

If any of our vessels are denied access to, or are detained in, certain ports, this may decrease our revenues. We are subject to complex laws and regulations, including environmental laws and regulations, and compliance costs or penalties or sanctions related to any noncompliance could adversely affect our costs, business or results of operations. Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels.

These requirements include, but are not limited to, the U. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We are also required by various regulatory authorities to obtain certain permits, licenses, and certificates with respect to our operations, and to satisfy insurance and financial responsibility requirements for potential oil including marine fuel spills and other pollution incidents.

We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to control of air emissions including greenhouse gases, the management of ballast and bilge waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents.

Environmental and safety laws are becoming more stringent after incidents such as the Deepwater Horizon oil rig explosion and spill in the Gulf of Mexico, and additional regulatory initiatives or statutes or changes to existing law may affect our operations or require us to incur additional expenses to comply with such new laws or regulations. Compliance costs, or sanctions relating to any noncompliance, could have a material adverse effect on our business, financial condition, results of operations, cash flows, available cash, and our ability to pay dividends.

A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Because such laws and other legal requirements are often revised, we cannot predict the ultimate cost of complying with them or their impact on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations or other legal requirements may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our business, financial condition and results of operations.

Our operations involve the use, storage and disposal of petroleum products, ballast and bilge waters, and other hazardous or regulated materials and wastes. We are subject to applicable federal, state, local and foreign health, safety and environmental laws, including those governing discharges of pollutants into the air and water, the generation, management and disposal of hazardous materials and wastes and the clean-up of contaminated sites and aimed at ensuring safer operations and better preparedness in the event of spills and accidents.

Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators, and bareboat charterers are jointly and severally strictly liable for the discharge of oil in U.

In addition, some environmental laws, such as the U. Comprehensive Environmental Response Compensation and Liability Act, or CERCLA, similar state or foreign statutes and common law, can impose liability for the entire clean-up of contaminated sites or for third-party claims for property damage and personal injury, regardless of whether the current owner or operator owned or operated the site at the time of the release of contaminants or the legality of the original disposal activities.

Accordingly, there could be incidents not caused by us, where we could be liable for environmental damage in the form of spills, damages to marine life or animal habitat. The consequence of such environmental damage could be significant costs related to the clean-up of spills, salvage costs and fines, as well as costs related to reputational damage. Although we will have insurance covering such events, the full cost could exceed our insurance coverage.

Table of Contents An oil spill caused by or attributed to one of our vessels could also result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under other international and U. We are required to satisfy insurance and financial responsibility requirements for potential oil including marine fuel spills and other pollution incidents. Although we intend to arrange for insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, financial condition, results of operations, cash flows, and our ability to pay dividends.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets. Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions.

Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities could also be adversely affected by compliance with such changes.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business. International shipping is subject to various security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. In the U. To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States.

These security procedures can result in delays in the loading, offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers. Similarly, in December , amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical.

Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations. Table of Contents Any failure to comply with the complex laws and regulations governing international trade could adversely affect our operations. The shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations.

Import activities are governed by unique customs laws and regulations in each of the countries of operation. Moreover, many countries, including the United States, control the export and re-export of certain goods, services and technology and impose related export recordkeeping and reporting obligations.

Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities. The laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing.

These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. Shipments can be delayed and denied export or entry for a variety of reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with applicable legal and regulatory trading obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. We expect that our vessels will call in ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims that could have an adverse effect on our business, financial condition, results of operations, cash flows, and ability to pay dividends.

Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages.

In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings. A government could requisition one or more of our vessels for title or for hire.

Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates.

Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the future. Technological innovation could reduce our charterhire income and the value of our vessels.

Efficiency includes speed, fuel. Table of Contents economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charterhire payments we receive for our vessels once their initial charters expire and the resale value of our vessels could significantly decrease.

As a result, our business, results of operations, cash flows, financial condition and available cash could be adversely affected. The shipping industry has inherent operational risks that may not be adequately covered by our insurance.

We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurance includes hull and machinery insurance, war risks insurance and protection and indemnity insurance which includes environmental damage and pollution insurance.

We may not be adequately insured against all risks or our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability.

Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. We may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.

For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A marine disaster could exceed our insurance coverage, which could harm our business, financial condition and operating results. Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our vessels failing to maintain certification with applicable maritime self-regulatory organizations.

Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain. In addition, upon renewal or expiration of our current policies, the insurance that may be available to us may be significantly more expensive than our existing coverage.

Because we will obtain some of our insurance through protection and indemnity associations, we may be required to make additional premium payments. Although we expect to carry protection and indemnity insurance consistent with industry standards, all risks may not be adequately insured against, and any particular claim may not be paid. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material.

Certain of our insurance coverage will be maintained through mutual protection and indemnity associations, and as a member of such associations we may be required to make additional payments, or calls, over and above budgeted premiums if member claims exceed association reserves.

These calls will be in amounts based on our claim records and possibly the claim records of our Manager, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability.

Table of Contents operations. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends.

If labor or other interruptions are not resolved in a timely manner, they could have a material adverse effect on business, results of operations, cash flows, our financial condition, and available cash. We, indirectly, employ masters, officers and crews to man our vessels.

If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash. Risks Relating to Our Company. We have no history operating as a separate publicly traded entity and will incur increased costs as a result of being a publicly traded company.

We have no history operating as a separate publicly traded entity. We will incur significant legal, accounting and other expenses in complying with these and other applicable regulations. In the future, if we do not identify suitable tankers for acquisition or successfully integrate any acquired tankers, we may not be able to grow or to effectively manage our growth. One of our principal strategies is to continue to grow by expanding our operations and adding to our fleet.

Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:. Our failure to effectively identify, purchase, develop and integrate any tankers or businesses, including any tanker we may acquire in the Optional Fleet, could adversely affect our business, financial condition and results of operations.

The number of employees that perform services for us and our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet, and we may not be able to effectively hire more employees or adequately improve those systems. Finally, acquisitions may require. Table of Contents additional equity issuances or debt issuances with amortization payments , both of which could lower available cash. If we are unable to execute the points noted above, our financial condition may be adversely affected.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures.

The expansion of our fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our managers, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with such growth plans. In addition, vessel values may fluctuate following an acquisition thereby impacting our targeted leverage ratios for such acquisitions.

Delays in deliveries of additional vessels, our decision to cancel an order for purchase of a vessel or our inability to otherwise complete the acquisitions of additional vessels for our fleet, could harm our business, financial condition and results of operations. We expect to purchase additional vessels from time to time. The delivery of these vessels could be delayed, not completed or cancelled, which would delay or eliminate our expected receipt of revenues from the employment of these vessels.

The seller could fail to deliver these vessels to us as agreed, or we could cancel a purchase contract because the seller has not met its obligations. If the delivery of any vessel is materially delayed or cancelled, especially if we have committed the vessel to a charter for which we become responsible for substantial liquidated damages to the customer as a result of the delay or cancellation, our business, financial condition and results of operations could be adversely affected. Due to our limited fleet diversification, adverse developments in the oil and oil products transportation business would adversely affect our business, financial condition, and operating results.

We expect our business model to depend primarily on the transportation of oil and oil products. The limited diversification of our business model could materially adversely affect us if the oil and oil products transportation sector fails to develop in line with our expectations. Our relative lack of diversification could make us vulnerable to adverse developments in the oil and oil products transportation sector, which would have a significantly greater impact on our business, financial condition and operating results than it would if we maintained more diverse assets or lines of business.

Shipping in general, and crude oil and oil products in particular, have been, and will remain, heavily regulated. Many international and national rules, regulations and other requirements, whether imposed by the classification societies, international statutes, national and local administrations or industry, must be complied with to operate in related industries.

Traditionally there have been relatively few commercial players in the oil trading business and the industry is continuously being consolidated. Concerns for the environment have led the oil majors to develop and implement a strict due diligence process when selecting their commercial partners, especially vessels and vessel operators. The vetting process has evolved into a sophisticated and comprehensive assessment of both the vessel and the vessel operator.

Table of Contents Few ship management companies worldwide are evaluated by the oil majors and even fewer complete the evaluation successfully. Any failure by us to satisfy these vetting processes might adversely affect the employment of our vessels. We may purchase and operate secondhand vessels which may expose us to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

Our current business strategy includes additional growth through the acquisition of new and secondhand vessels, including the exercise of our option to acquire the tankers in the Optional Fleet. While we typically inspect secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us.

A secondhand vessel may have conditions or defects that we were not aware of when we bought the vessel and which may require us to incur costly repairs to the vessel. These repairs may require us to put a vessel into dry dock which would reduce our fleet utilization. Generally, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire.

In general, the costs to maintain a vessel in good operating condition increases with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. As of February 5, , the 10 vessels in our Existing Fleet had an average age of 2.

If we exercise our options to acquire any secondhand vessels, including any of the tankers in the Optional Fleet, the average age of our fleet will likely increase, together with an increase in maintenance costs. Thus, as our fleet ages we will incur increased costs.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We may incur substantial costs for the dry docking or replacement of our vessels as they age. Vessels are typically dry docked every 30 to 36 months, not including any unexpected repairs. The dry docking of our vessels will require significant capital expenditures and loss of revenue while our vessels are off-hire.

Any significant increase in the number of days of off-hire due to such dry docking or in the costs of any repairs could have a material adverse effect on our business, results of operations, cash flows and financial condition. Additionally, we may underestimate the time required to dry dock our vessels or unanticipated problems may arise during dry docking. In addition, we estimate that our vessels have a total useful life of 25 years.

As our vessels become older or if we acquire older secondhand vessels, we may have to replace such vessels before or upon the expiration of their useful lives. Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace such older vessels. The inability to replace the vessels in our fleet upon the expiration of their useful lives could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Any reserves set aside for vessel replacement will not be available for the payment of dividends to shareholders. We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us. We have been and may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other.

Table of Contents litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. We are subject to credit risk with respect to our contractual counterparties, and failures of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and expect to enter into in the future, various contracts, including but not limited to charter agreements, shipbuilding contracts, interest rate swaps and credit facilities. Such agreements subject us to counterparty risks. The ability and willingness of our counterparties to perform their obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and oil industries, the overall financial condition of the counterparty, charter rates for specific types of vessels, and various expenses.

For example, a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities or the lack of availability of debt or equity financing could result in a significant reduction in the ability of our charterers to make charter payments to us. In addition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates.

As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us in the future, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If our vessels suffer damage, it may have material adverse consequences for our business and we may experience unexpected dry docking costs and delays or total loss of our vessels. The operation of an ocean-going vessel carries inherent risks.

Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions, collisions, human error, war, terrorism, piracy, cargo loss, latent defects, acts of God and other circumstances or events.

Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, market disruptions, delay or rerouting, which may also subject us to litigation.

In addition, an oil spill may cause significant environmental damage, and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

Moreover, if our vessels suffer damage, they may need to be repaired at a dry docking facility. The costs of dry-dock repairs are unpredictable and may be substantial. We may have to pay dry docking costs that our insurance does not cover at all or in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition.

In addition, space at dry docking facilities is sometimes limited and not all dry docking facilities are conveniently located. The loss of earnings while these vessels are forced to wait for space or to travel or be towed to more distant dry docking facilities may adversely affect our business, financial condition, results of operations and cash flows.

Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Table of Contents We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or pay dividends, if any, in the future and to make dividend payments.

We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders depends on our subsidiaries and their ability to distribute funds to us.

Investment in derivative instruments such as freight forward agreements could result in losses. From time to time, we may take positions in derivative instruments including FFAs. Upon settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period.

Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs or other derivative instruments and do not correctly anticipate charter rate movements over the specified route and time period, we could suffer losses in the settling or termination of the FFA.

This could adversely affect our results of operations and cash flows. We expect our future credit agreements and other financing arrangements will contain restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. We anticipate entering into credit facilities, including the New Credit Facility, and other financing arrangements that we expect will contain customary covenants and event of default clauses, including cross-default and cross acceleration provisions, financial covenants, restrictive covenants and performance requirements, which may affect our operational and financial flexibility.

Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of the restrictions in our future loan agreements, including the New Credit Facility, or similar restrictions in other future financing arrangements, we may need to seek permission from our lenders in order to engage in some corporate actions. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financial condition. As of December 31, , we were in compliance with the financial covenants contained in our loan agreements, while DryShips, acting as a guarantor in our loan agreements, was in breach of certain financial covenants, contained in its loan agreements.

As a result of this non-compliance and of the cross default provisions contained in all bank loan agreements in which DryShips acts as a guarantor, we have classified our bank debt as current liabilities and have subsequently reported a working capital deficit which has caused our auditor to raise substantial doubt about our ability to continue as a going concern.

Table of Contents We expect that shortly after the closing of this offering, we intend to refinance our existing debt facilities with proceeds from the New Credit Facility, which will not be guaranteed by DryShips. We cannot assure you that we will enter into the New Credit Facility or that if we do so that we will be able to borrow all or any of the amounts committed thereunder.

A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our future loan agreements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements.

A default under one of our future loan agreements could result in the cross-acceleration of our other indebtedness.

GCM FOREX REVIEW SIGNAL

In particular, no action hasbeen taken by the Company, the Selling Shareholder and the institutional managers whichwould permit a public offering of any Shares outside the EEA or distribution of this Prospectus in any jurisdiction where action for those purposes is required. Accordingly, no Shares may beoffered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or otheroffering material may be distributed or published in any jurisdiction, except under circumstancesthat will result in compliance with any applicable laws and regulations.

Persons into whosepossessions this Prospectus or any Shares may come must inform themselves about, and observeany such restrictions on the distribution of this Prospectus and the offering and sale of theShares. All of their directors andexecutive officers reside outside the United States.

All or a significant portion of the assets ofthe Company, the Selling Shareholders and these individuals are located outside the UnitedStates. As a result, it may be difficult for you to effect service of process within the United Statesupon the Company, the Selling Shareholder or any of their directors and officers, or to enforceiv.

As a result, to pursue a claim against the Company, the SellingShareholder or any of their directors and officers based upon U. Consequently,it could prove difficult to enforce civil liabilities based on U. Even if U. These forward-looking statements speak only as at the date of this Prospectus. As a result, the combined financial information included in this Prospectus for the years ended31 December , and does not necessarily reflect the results of operations, financialposition and cash flow that we would have had if we had been operating as a group duringsuch periods.

The work of our independent accountants has been conducted in accordance with International Standards on Auditing. It has not been carried out in accordance with auditing standardsgenerally accepted in the United States and accordingly should not be relied upon as if it hadbeen carried out in accordance with those standards or any other standards besides thestandards mentioned above.

In making an investment decision, investors mustrely upon their own examination of us, the terms of the Prospectus and the financial informationprovided herein. Potential investors should consult their own professional advisors for anunderstanding of the differences between IFRS and U. This Prospectus also includes certain other data relating to our fleet which we consider inassessing our operating performance.

GAAP, and you should not consider any of them as an alternative to a the financial information included in this Prospectus as determined in accordance withgenerally accepted accounting principles or b any other measures of performance undergenerally accepted accounting principles.

We believe that such measurements are measurescommonly reported and widely used by investors in evaluating the performance of companiesoperating in the shipping industry, which can vary significantly depending upon accountingmethods or non-operating factors. Accordingly, such measurements have been disclosed in this Prospectus to permit a more complete and comprehensive analysis of our operating performance.

Because companies do not calculate such measurements identically, our presentation ofthem may not be comparable to similarly titled measures used by other companies. Accordingly,undue reliance should not be placed on such operating data contained in this Prospectus. Therecan be no assurance that such disclosure requirements and accounting rules are equivalent to,or sufficient for the purposes of, those currently in force in other jurisdictions, or that theapplication of the financial information disclosure requirements and accounting rules of otherjurisdictions to us would not have resulted in the disclosure of financial information or data thatis materially different from that contained in this Prospectus.

Industry and Market DataMarket information and industry statistics used throughout this Prospectus have been obtainedfrom internal surveys, reports and studies, as well as market research, publicly available informationand industry publications. We believe that the information and data supplied by Clarkson is accurate in allmaterial respects and we have relied upon such information for the purposes of this Prospectus. Industry publications generally state that the information they contain has been obtained fromsources believed to be reliable, but that the accuracy and completeness of such information isvi.

Similarly, while we believe our internal surveys, estimates and market researchto be reliable, we have not independently verified this information. Exchange RatesWe manage our business and report our results of operations using U. The U. The rates below may differfrom the actual rates used in the preparation of the combined financial statements and otherfinancial information which appear elsewhere in this Prospectus.

Our inclusion of theseexchange rates is for illustrative purposes only, and does not mean that the Euro amountsactually represent such dollar amounts, or that such Euro amounts could have been convertedinto U. Fluctuations in the exchange rate between the Euro and the U. Fluctuationsbetween the Euro and the U. Such fluctuations also will affect the amounts received by shareholdersupon conversion of cash dividends, if any, paid in U.

Available InformationNeither the Company nor any of its subsidiaries is required to file periodic reports underSection 13 or Section 15 d of the U. Exchange Act or is exempt from reporting pursuant toRule 12g b under the U.

Exchange Act. For as long as this remains the case, the Companywill provide, upon written request, to holders of Shares, any owner of any beneficial interest inShares or to any prospective purchaser designated by such holder or owner, the informationrequired to be delivered pursuant to Rule A d 4 under the U.

Securities Act. The Company does notcurrently intend to make an application for an exemption under Rule 12g b under theU. Table of ContentsSummary B-1Combined Financial Statements Index. Any decision to invest in the Shares should be based on this Prospectus as a whole. Certain terms used in this summary are defined elsewhere in this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the respective nationallegislation of the Relevant Member State of the European Economic Area, need to bear thecosts of translating this Prospectus before legal proceedings are initiated.

With regard to thecontent of this summary, no civil liability will attach to the Company solely on the basis of thethis summary including any translation thereof, unless it is misleading, inaccurate or inconsistentwhen read together with the other parts of this Prospectus. Under the service agreement we have entered into with thepool manager, A. Limited Japan. Thispool operated eight MR product tankers as at 31 December , including seven of ourchartered in MRs.

In August , we incorporated the commercial arrangement as Glenda International ManagementLimited to allow us to trade the vessels under a single brand name, Glenda International Management. We employ all of our vessels through our partnerships, except for eight MRs, which we operatedirectly through long-term time charter contracts, two of which will terminate in , withExxon, Total and Glencore. In addition, we are alsorepresented through the offices of our partnerships in New York, Copenhagen, Venice andTokyo.

As at 31 March , we employed seagoing personnel and 43 onshore personnel. Thefollowing diagram sets forth our current group and shareholder ownership structures, includingour material subsidiaries the percentage figures refer to equity participation and votingcontrol. Competitive StrengthsWe believe that we have a number of competitive strengths in the shipping industry, including:Proven ability to acquire and employ product tankers.

Within the five-year period from theyear ended 31 December until the year ended 31 December , we expanded our fleet,at a CAGR of We believethat the growth of our fleet during this relatively short period of time demonstrates our abilityto identify, acquire and employ product tankers and that such ability, is a key advantage in ourindustry. Modern, high quality fleet.

We operate a young fleet of high-quality tankers with an averageage of approximately four years. In comparison, according to Clarkson, average vessel age in theproduct tanker industry is Different international regulations prescribe the phasingout of single-hulled vessels between and Otherthan two short-term chartered in double-sided MRs that are leaving our fleet in May , ourfleet is comprised exclusively of double-hulled vessels.

We also passed the qualification and screening processes and now qualify toprovide long-term charters to ExxonMobil and Total. We strive to maintain the quality of ourfleet through scheduled maintenance programmes and by mandating exacting standards on ourowned vessels and, as to our chartered in vessels, by chartering in from owners who meet highquality standards. We believe that operating a fleet comprised of young and well-maintainedvessels enables us to secure profitable employment for our fleet with reputable charterers aswell as to obtain favourable debt financing terms.

Strong time charter equivalent growth and consistent high margins. We have a track record ofprofitable growth. Our operating profit margins, as apercentage of time charter equivalent earnings, for the years ended 31 December , and were We believe thatour ability to produce such time charter equivalent earnings growth with consistent positivemargins demonstrates the strength of our business model.

A flexible and diversified business model, which benefits from the expertise of our partnerships. In order to maximise the utilisation of our fleet and earnings opportunities, we operate in thespot and charter market, through our three partnerships the Handytankers Pool, High PoolTankers Limited and Glenda International Management Limited , as well as through ourindependent operations.

International company with worldwide presence in key maritime centres. These offices arelocated in what we believe to be the key maritime centres around the world. Each of our officesprovides our customers with access to the full range of services, promoting our business in therelevant geographic area. We believe that our international presence allows us to meet theneeds of our international clients in different geographical areas, while our own offices alsostrengthen the recognition of our brand name worldwide.

In addition, given the opening hoursof the offices located in different time zones, we are able to continuously monitor ouroperations and are able to assist our customers 24 hours per day. We believethat operating a large fleet enhances earnings generation and operating efficiencies.

A largefleet strengthens our ability to advantageously position vessels and improves fleet availabilityand scheduling flexibility. We believe this strength provides a competitive advantage in securingspot voyages and contracts of affreightment COAs. In particular, the scale of our operationsprovides us with the flexibility necessary to enable us to capitalise on favourable spot marketconditions in order to maximise earnings and negotiate favourable contracts with suppliers.

Established reputation and strong industry relationships. We believe that we benefit from astrong brand name and have an established reputation in the shipping industry for providingefficient, safe and reliable service; and that such a reputation is important in maintaining ourlong-term relationships with our partners and existing customers and developing relationshipswith new customers.

We believe that thisaccountability and transparency coupled with our high quality services are interwoven with ouroperations and are key to our success. Proven management team. Our management team consists of experienced executives whohave demonstrated their abilities in managing the commercial and financial areas of ourbusiness.

These executives have on average over 10 years of experience in the various areas ofour business. StrategyOur current strategy is designed to consolidate and expand our business in the MR andhandysize product tanker markets, while creating value for our shareholders through profitablegrowth. We seek to achieve this objective by leveraging on our competitive strengths and byimplementing the following strategies:Develop new business.

We believe that we have established a strong reputation in theshipping market for providing efficient, safe and reliable service. We intend to focus on ourreputation to maintain and develop our relationships with major international charterers. Wealso intend to build on our customer relationships and our network of business connections topenetrate new markets.

Expand in alternative markets. We have a long history of working with a variety of commoditiesand dealing with regulatory changes. We plan to capitalise on our experience to expandinto new markets, including cargoes, such as palm oil, vegetable oil and other chemicals, whichcan only be transported by vessels that are IMO classified.

Continue to operate a high-quality fleet. We believe that our ability to maximise our vesselutilisation and earnings depends in part upon the quality of our fleet. We intend to continue tomaintain the high quality of our owned vessels by continuing the stringent maintenance andinspection programmes that we currently employ.

With regard to vessels that we charter in, weendeavour to charter in from owners who maintain equally high standards. We intend tomaintain the operating and safety standards of internationally recognised classification societiesas well as of our most demanding customers. Expand our fleet through well-timed transactions. We actively monitor the market in order totake advantage of opportunities to expand our fleet.

For the handysize producttankers, we have secured contracts to charter in one additional handysize newbuilding and,through one of our partnerships, partial interests in the charters of three handysize newbuildings. All of these vessels are due for delivery between and In addition, we haveoptions to purchase 15 of our chartered in and to be chartered in vessels, including those inwhich we have partial interests.

These options can be exercised between and Shares outstandingbefore the Offering. Shares outstandingafter the Offering. Global Offering. Selling Shareholder. Italian Public Offeringor Public Offer. Institutional Offering. The Offering is comprised of 38,, existingShares being offered by the Selling Shareholder and 20,, Sharesthat will be newly issued by us. The Italian Public Offering is being underwritten by the Italian managers. The Institutional Offering is beingunderwritten by the institutional managers.

Offer price. The offer price is currently expected to be between The offer price will be determined in part by way of abookbuilding exercise, which is expected to end no later than 26 April, after which, no later than 30 April , such price will be communicatedto the public. The offer price for the Italian Public Offeringis the same as the offer price for the Institutional Offering.

Joint GlobalCoordinators. Lead manager. Capitalia is acting as retail lead manager of the Italian PublicOffering. In connection with the listing of our Shares on the MTA, weappointed Capitalia as Sponsor in accordance with the Italian securitiesmarkets regulations. Share capital. Use of proceeds. Withholding tax. Voting rights andlimitations. Lock-up agreements. Market for and listingof our Shares. This Over-Allotment Option may be exercised, in whole or in part, for 30 calendardays following the commencement of trading of our Shares onthe MTA.

We intend to use the net proceeds we receive from the Offering tosustain the future growth of our Group and for general corporatepurposes, including repayment of indebtedness. We will not receive any of the proceeds from the sale of theShares offered for sale by the Selling Shareholder, which will be paidto the Selling Shareholder only. Holders of Shares purchased in the Offering will be entitled to all dividends,if any, declared following the date of this Prospectus.

Our bylawspermit our Board of Directors to distribute interim dividends. Dividends on the Shares maybe subject to Italian withholding or substitute tax. Under Luxembourg law and our by-laws, each holder of Shares isentitled to cast one vote for each Share held. We and the Selling Shareholder have each agreed to certain restrictions,subject to certain exceptions, on the issuance, sale or other disposalof our Shares and other securities convertible into orexercisable or exchangeable for such Shares , without the prior writtenconsent of the Joint Global Coordinators, not to be unreasonablywithheld, for a period commencing on the day of the lock-up agreementsand ending days after the date our Shares commence tradingon the MTA.

In addition, we and the Selling Shareholder haveeach agreed not to approve any increase of share capital or issuanceof bonds or other instruments convertible into or exchangeable forour Shares for days from the commencement of the trading ofour Shares on the MTA, without the prior written consent of theJoint Global Coordinators, which consent shall not be unreasonablywithheld.

Trading is9. Our dealings in ourShares. Payment, delivery andsettlement. Share codes. Subject to limits established by Luxembourg law, we may purchaseour Shares at any time. Payment for and delivery of the Shares are expected to be made onor about 3 May Summary Combined Financial and Operating DataThe following tables set forth summary financial and operating data relating to the Group for theperiods indicated.

The summary financial information presented in this section has been derived from our auditedcombined financial statements as of 31 December , and prepared in accordancewith IFRS. IFRS differ in certain respects from U. The following table provides certain information relating to our fleet which we consider inassessing our operating performance.

GAAP, and you should not consider any of them as analternative to a the financial information included in this Prospectus as determined inaccordance with generally accepted accounting principles , or b any other measures of performanceunder generally accepted accounting principles. We believe that the following measurementsare measures commonly reported and widely used by investors in evaluating theperformance of companies operating in the shipping industry, which can vary significantlydepending upon accounting methods or non-operating factors.

Accordingly, the followingmeasurements have been disclosed in this Prospectus to permit a more complete and comprehensiveanalysis of our operating performance. Because companies do not calculate suchmeasurements identically, our presentation of them may not be comparable to similarly titledmeasures used by other companies. Accordingly, undue reliance should not be placed on thefollowing operating data.

Calculations for handysize vessels also excludechartered vessels in which we have a partial interest, since distributions paid by the pool onthese vessels are net of charter expenses, and would therefore require pro-forma adjustmentsto make it comparable to the remaining vessels. We believe that excluding vessels inwhich we have a partial interest from our calculation does not significantly alter theaverage daily TC equivalent earnings of our handysize fleet, which we employ through theHandytankers Pool.

In particular, vessel earnings for the Handytankers Pool depend primarilyon pool points and the average pool points of the vessels excluded from our calculationwas TC equivalent earnings per employment day is a measure of how well wemanage our fleet strategically, by choosing the right timing to fix vessels on term contractsand commercially, by finding the most attractive employment opportunities for vessels onthe spot market.

This figure represents TCequivalent earnings, divided by the number of on-hire days, for all handysize vessels exceptB-Type vessels. B-Type vessels were substantially smaller and of an older age than theremainder of our fleet, and were sold in Excluding them from the calculations allowsus to see how vessels similar to those we currently operate, performed. This represents the cost of operating owned and bareboat chartered vessels.

Itincludes technical expenses, the cost of lube oils, crewing, insurance, technical managementand other sundry operating expenses directly incurred in relation to the ownership of thevessel. This figure excludes the cost and depreciation of dry-docks. This figure represents howmany vessel days were employed on time charter contracts and COAs, inclusive of off-hiredays, divided by the number of available vessel days, defined as the number of daysbetween delivery and redelivery for all of our vessels, for the fiscal year being considered.

For vesselsemployed within Glenda International Management, the results from vessels are not pooled;we therefore used contractual commitments of each individual vessel to determine itscoverage ratio. For vessels employed within the Handytankers Pool, we are not responsiblefor administrative functions and therefore have access to less detailed operating data,compared to the High Pool.

TC days for these vessels was therefore determined using theaverage pool coverage ratio for the fiscal year being considered, rather than the ratio fromthe entry date of each of our vessels. This figure isequal to the ratio of the off-hire days—exclusive of dry-docks and exceptional events suchas a collision or the seizure of a ship and the total number of vessel days, which is definedas the number of vessel days between delivery and redelivery for the fiscal year beingconsidered.

Summary of Risk FactorsBefore deciding to purchase shares, you should carefully consider certain risks. Anydamage to our brand or reputation may have an adverse effect on our business. Any requirement to move the registration ofthese vessels may increase our costs. Should its tax residence or the Irish taxregime change, this could result in a significant increase in its annual tax liabilities. The market price of ourShares may be similarly unpredictable and volatile.

Risk FactorsYou should carefully consider the following risk factors in addition to the other information inthis Prospectus before deciding whether to make an investment in the Shares. Any of these riskscould have a material adverse effect on our business, results of operations, cash flow, financialcondition and ability to pay dividends and, as a result, the value and trading price of our Sharesmay decline, which could, in turn, result in a loss of all or part of any investment in our Shares.

Furthermore, the risks and uncertainties described below may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deemimmaterial may also impair our business operations. The order in which the risks are presenteddoes not necessarily reflect the likelihood of their occurrence or the magnitude of theirpotential impact on our business, results of operations, cash flow, financial condition or shareprice.

Risks Relating to Our IndustryThe cyclical nature of the product tanker industry may lead to volatility in freight andcharter rates. We generate the majority of our revenues from the operation of our product tanker fleet. Factors beyond our control will have a significant impact on the freight and charter rates whichcan be charged for shipping the products which our product tankers carry. Fluctuations infreight and charter rates result from changes in the market for product tanker capacity, which,in the past, has been cyclical and volatile.

Some of the factors that influence the demand for product tanker capacity and, in turn, freightand charter rates, include: levels of demand for the products which we transport; the globalisationof manufacturing; changes in laws and regulations affecting the product tanker industry;global and regional economic and political conditions; terrorist attacks; international and localhostilities; developments in international trade; changes in seaborne and other transportationpatterns, including changes in the distances over which cargoes are transported; currencyexchange rates; natural disasters; and weather conditions.

Some of the factors that influence the supply of product tanker capacity and, in turn, freightand charter rates, include: the number of newbuilding deliveries; the scrapping rate of oldervessels; vessel casualties; the price of steel; the number of vessels which are off-hire; the numberof vessels which are out of service; changes in environmental and other regulations which maylimit the useful life of vessels; technological developments which affect the efficiency of vessels;and port or canal congestion.

Freight and charter rates may also be adversely affected by downturns in general economic andmarket conditions. Our business success depends in part on our ability to anticipate andeffectively manage the economic and other risks inherent in international business. We may notbe able to effectively manage these risks which could have a material adverse effect on ourbusiness, results of operations, cash flow and financial condition. The factors affecting the supply of and demand for product tanker capacity are outside ourcontrol, and the nature, timing and degree of changes in industry conditions can be unpredictable.

If the supply of vessel capacity continues to increase and the demand for vessel capacitydoes not increase correspondingly, freight rates could materially decline and this could negativelyimpact our business, results of operations, cash flow and financial condition. A failure torecharter our vessels on the expiration or termination of our current charters or a failure torecharter them at favourable charter rates may have a similar impact.

Fluctuations in the supply of and demand for refined petroleum products may lead tovolatility in the demand for product tanker capacity and, consequently, in freightrates. A significant proportion of the revenues from the operation of our product tanker fleet isgenerated from the shipping of refined petroleum products. Changes in the supply of anddemand for refined petroleum products will have an impact on the demand for product tankercapacity.

The market for refined petroleum products is affected by various factors beyond ourcontrol and has, in recent years, been cyclical and volatile. The following factors may influence the supply of and demand for refined petroleum productsand, consequently, will influence freight rates for these products: competition from alternativesources of energy; changes in petroleum production and refining capacity; global and regionaleconomic and political conditions; terrorist attacks; international and local hostilities; environmentalconcerns and regulations which could have an impact on the supply and price of refinedpetroleum as well as the demand for our vessels; natural disasters; weather conditions; andclimate change.

Any decline in freight rates as a result of significant changes in the levels of the supply of anddemand for these products could negatively impact our business, results of operations, cash flowand financial condition. Vessel values may fluctuate which may result in the incurrence of a loss upon disposalof a vessel or increase the cost of acquiring additional vessels. Vessel values may fluctuate due to a number of different factors, including: general economicand market conditions affecting the shipping industry; competition from other shipping companies;the types and sizes of available vessels; the availability of other modes of transportation;increases in the supply of vessel capacity; the cost of newbuildings; governmental or otherregulations; prevailing freight rates; and the need to upgrade second hand and previouslyowned vessels as a result of charterer requirements, technological advances in vessel design orequipment or otherwise.

In addition, as vessels grow older, they generally decline in value. Dueto the cyclical nature of the product tanker market, if for any reason we sell any of our ownedvessels at a time when prices are depressed, we could incur a loss and our business, results ofoperations, cash flow and financial condition could be adversely affected.

Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels,the cost of acquisition may increase and this could adversely affect our business, results ofoperations, cash flow and financial condition.

Compliance with strict regulatory requirements, including environmental laws and regulationsand inspection and vetting procedures, may have an adverse effect on ourbusiness. The shipping industry is affected by numerous regulations in the form of international conventions,national, state and local laws as well as national and international regulations enforced inthe jurisdictions in which our vessels operate and are registered.

In addition, in the event of any breach of environmental laws orregulations, including as a result of environmental discharges, we may be subject to severe finesand penalties. International shipping is also subject to increasingly rigorous security and customs inspectionand related procedures in countries of origin and destination and trans-shipment points.

Theseprocedures can result in cargo seizure, delays in the loading, offloading, trans-shipment ordelivery of cargo and the levying of customs duties, fines or other penalties against exporters orimporters and, in some cases, carriers. We are required by various governmental and regulatory agencies to obtain certain permits,licences and certificates in order to operate our fleet.

We are also subject to stringent vettingprocedures, carried out by our customers. Failure to hold valid permits, licences and certificatesor to secure and maintain sufficient vetting approvals from our customers could negativelyaffect our ability to employ our vessels, including as a result of our charterers cancelling or notrenewing existing charters or a failure to attract new customers.

In addition, a failure to hold anecessary permit, licence, certificate or approval in respect of one vessel could have an adverseimpact on other vessels under our control. Each of these factors may adversely affect our business, results of operations, cash flow andfinancial condition. Changes in economic and market conditions may affect our ability to charter in newvessels and the costs associated with the charter in of new vessels. The shipping industry is cyclical in nature.

Our ability to charter in our vessels on the expirationor termination of the current charters and the charter rates payable under any renewed orreplacement charters will depend on, among other things, economic conditions in the producttanker market at the time and changes in the supply of and demand for product tankercapacity. In addition, increases in costs incurred by the charterers from which we charter invessels, including as a consequence of exchange rate fluctuations and increases in crewing costsmay cause those charterers to seek corresponding increases in the rates charged to us.

We havetwo vessels going off charter this year. Any increase in the rates payable to charter in vesselscould result in a corresponding increase in our costs. If we cannot charter in vessels or cannot charter them in at favourable rates, this may have anegative impact on our business, financial condition, cash flow and results of operations.

Bunker fuel prices, port charges, canal passages and other voyage expenses may significantlyincrease. Increases in the cost of bunker fuel, port charges, canal passages and other voyage expenses aresubject to a number of economic, natural and political factors which are beyond our control.

Inaccordance with industry practice, we are responsible for voyage expenses when operating ourvessels on the spot market or under COAs. Accordingly, a significant increase in these expensesover an extended period could significantly reduce our profitability which could have an adverseeffect on our business, results of operations, cash flow and financial condition.

Operational risks inherent in the shipping industry could have a negative impact onour results of operations. Our vessels and their cargoes are at risk of being damaged or lost due to events such as marinedisasters, bad weather, human error, war, terrorism, piracy, stowaways and other circumstancesor events. In addition, increased operational risks arise as a consequence of the complex natureof the product tanker industry, the nature of the services required to support the industry,including maintenance and repair services and the mechanical complexity of the product tankersthemselves.

Damage and loss could arise as a consequence of a failure in the services required tosupport the industry, for example, due to inadequate fuel being supplied to a vessel orinadequate dredging. Inherent risks also arise due to the nature of the products transported byour vessels. Any damage to, or accident involving, our vessels while carrying these productscould give rise to environmental damage or lead to other adverse consequences. Each of theseinherent risks may also result in death or injury to persons, loss of revenues or property, higherinsurance rates, damage to our customer relationships, delay or rerouting.

Some of these inherent risks could result in significant damages, such as marine disaster orenvironmental accidents and any resulting legal proceedings may be complex, lengthy, costlyand, if decided against us, any of these proceedings or other proceedings involving similarclaims or claims for substantial damages may harm our reputation and have a material adverseeffect on our business, results of operations, cash flow and financial position. In addition, wemay be required to devote substantial time to these proceedings, time which we couldotherwise devote to our business.

Our worldwide operations expose us to a variety of additional risks, including the risk ofbusiness interruptions due to political circumstances, hostilities, labour strikes and boycotts,potential changes in tax rates or policies and potential government expropriation of our vessels. In addition, inadequacies in the legal systems and law enforcement mechanisms in certaincountries in which we operate may expose us to risk and uncertainty.

Any of these factors may have a material adverse effect on our business, results of operations,cash flow and financial condition. Maritime claimants could arrest our vessels or government or other authorities coulddetain our vessels. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other partiesmay be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages.

In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel throughforeclosure proceedings. For example, one of our vessels was arrested in Dar Es Salaam, Tanzaniain connection with damage to under-water piping which occurred while we were in the processof securing the vessel in the tsunami of 26 December The vessel in question was detainedfor four months. The arrest or attachment of one ormore of our vessels could interrupt our cash flow and require significant expenditures to havethe arrest lifted.

Government or other authorities may also detain vessels for the purposes of investigating theiractivities or those of their crew members. Any arrest, detention or investigation could prevent or delay a vessel from completing a voyageand from being available for subsequent voyages which could result in financial loss andadversely affect our business, results of operations, cash flow and financial condition.

Governments could requisition our vessels during a period of war or emergency. A government could requisition for title or seize one or more of our vessels. Requisition for titleoccurs when a government takes control of a vessel and becomes her owner. Also, a governmentcould requisition our vessels for hire. Requisition for hire occurs when a government takescontrol of a vessel and effectively becomes her charterer at dictated charter rates. Generally,requisitions occur during a period of war or emergency.

Government requisition of one or moreof our vessels would have a negative impact on our business, results of operations, cash flowand financial condition. Terrorist attacks and international or local hostilities may affect the shipping industry. Terrorist attacks or war or international or local hostilities could adversely affect the worldeconomy, the supply of and demand for refined petroleum and other products and freight andcharter rates in the product tanker market.

In addition, tanker facilities, shipyards, vessels,pipelines, oil fields and refining facilities could be targets of future terrorist attacks. Any suchattacks could lead to, among other things, death or injury to persons, vessels or other propertydamage and could lead to increased vessel operating costs including insurance costs and theinability to transport refined petroleum and other products to or from certain locations.

Terrorist attacks, war or other events beyond our control that have an adverse effect on thedistribution, production or transportation of refined petroleum and other products shipped byus could entitle our customers to terminate our charter contracts, which could have an adverseeffect on our business, results of operations, cash flow and financial condition. Anticipated amendments in EC competition regulation may adversely affect the shippingindustry.

Historically, the international maritime transport sector has been subject to various blockexemptions which allowed categories of shipping companies to fix rates and capacity jointly. In, however, the European Council revoked certain of these exemptions bringing linerconferences, tramp and cabotage shipping fully within the scope of EC competition law from While this does not directly affect our pooling arrangements, it is an indication ofheightened scrutiny of commercial practices in the maritime sector.

We cannot at present estimate the extent to which we may have to change our current practicesof operating our vessels in pools and managing the pools in light of competition lawrequirements. The European Commission has indicated that it will provide guidance in thecourse of this year for the industry on the application of competition law to the maritime sector,but when such guidance will be available is uncertain.

Should such guidance or heightenedscrutiny impact our current practices, we could be required to make changes to the way we Risks Relating to the GroupWe are a newly formed company with no separate operating history. Wetherefore have no operating history. Our combined financial information included in this Prospectus does not necessarily reflect theactual results of operations, financial position and cash flow that we would have had if we hadbeen an operating company during such periods.

Similarly, they are not indicative of our futureresults of operations, cash flow and financial position. We adopt a portfolio approach to vessel employment which carries inherent risks. We seek to deploy our vessels both on time charters and in the COA and spot markets in amanner that will optimise our earnings. Although present time charters provide relatively steadystreams of revenue, our vessels committed to time charters may not be available for spot orCOA voyages during an upturn in the product tanker market at a time when these voyages maybe more profitable.

Similarly, vessels employed in the spot or COA markets may, at certain times,be more profitably employed on time charters. In addition, our ability to determine theemployment of some of our vessels is restricted by our involvement in the Handytankers andHigh Pools and our commercial management arrangement with Glencore. If we cannot employour vessels on time charters or employ them profitably in the spot or COA market, our business,results of operations, cash flow and financial condition may suffer.

Our membership in the Handytankers and High Pools and our commercial managementarrangement with Glencore are dependant on the continuing performance of theobligations of the other parties to these relationships. We are a member in the Handytankers and High Pools. In addition, a number of our vessels areoperated pursuant to our arrangement with Glencore for the provision of commercial managementservices.

A significant proportion of our revenues is derived from these arrangements andis contingent on the continuing performance of our pool partners and Glencore of theirobligations. Failure by any such parties to maintain their vessels properly or to abide by theterms of our commercial arrangements could affect the profits to be allocated under thesearrangements.

In addition, any termination of, or failure to successfully renegotiate the termsof, the contractual relationships underpinning these arrangements or a withdrawal by any ofour pool partners or Glencore from the arrangements could have a significant adverse affect onour business, results of operations, cash flow and financial condition. Our commitment to pooling and other commercial management arrangements relatingto certain vessels in our fleet may reduce our ability to respond to market developmentsand to independently adopt strategies for these vessels.

We cede operational control of a number of our vessels to the Handytankers and High Poolsand our commercial management arrangement with Glencore. This impacts on our independentability to respond to market requirements and to independently develop and implement ourown strategy for the relevant vessels.

This may result in these vessels being employed lessprofitably than would otherwise be the case which could negatively impact on our business,results of operations, cash flow and financial condition. We depend upon a limited number of customers for a significant part of our revenues.

We have historically derived a significant part of our revenue from a small number of customers,both directly and through our pool and other commercial management arrangements and thenature of the industry dictates that there is a limited number of potential alternative customers.

The loss of one or more of our principal customers or any such customer undergoing insolvencyproceedings or experiencing financial difficulty could therefore have a material adverse effecton our business, results of operations, cash flow and financial condition. In the event that any security over our chartered-in vessels is enforced, we may loseour rights and interests under the relevant time charter contract, the ability to operatesuch vessels within our fleet, and we may become liable to parties we charter our vesselsto.

Owners of the vessels that we charter-in may have entered into agreements whereby theygranted security over these vessels. In the event that a beneficiary of the relevant securityenforces it, we might lose our interests under the relevant time charter contract, the ability tooperate such vessels within our fleet, and we may become liable to parties that we charter outthe relevant vessels to.

The occurrence of any of these circumstances may adversely affect ourbusiness, financial condition and results of operations. Our charterers may terminate or default on their charters or may, at the time forrenewal, not recharter or recharter at lower rates. Our charterers may, under the terms of the arrangements under which we charter out vessels orotherwise, terminate earlier than the dates indicated in this Prospectus. The terms of ourcharters vary as to the circumstances under which a charter may be terminated but thesegenerally include the requisition for hire of the relevant vessel, the failure of the relevant vesselto meet specified performance criteria or a total or constructive total loss of the relevant vessel.

In addition, the ability of each of our charterers to perform its obligations under a charter willdepend on a number of factors beyond our control. If a charterer defaults, the associated costsand delays may be considerable and may adversely affect our business, results of operations,cash flow and financial condition.

In addition, we cannot predict whether our charterers will, upon the expiration of their charters,recharter the relevant vessels on favourable terms, or at all. If our charterers decide not torecharter these vessels, we may not be able to employ them on terms similar to those of ourcurrent charters, or at all or otherwise profitably employ these vessels.

Our charterers may haveoptions to renew their charters at rates lower than the then prevailing market charter rates. Ifwe receive lower charter rates under replacement charters or are unable to recharter orotherwise profitably employ all of the relevant vessels, our business, results of operations, cashflow and financial condition may be adversely affected.

We may not be able to recharter chartered in vessels or the costs associated with charteringin may increase. We may not to be able to recharter our chartered in vessels when our current charters expire orterminate.

In addition, the rates payable for chartering in these or replacement vessels may notbe the same as those we currently pay. In the event that these rates increase or we are unableto charter in these or replacement vessels in the future, our business, results of operations, cashflow and financial condition may be adversely affected. We face intense competition in the product tanker market. Competition in the product tanker shipping market is intense. We expect increased competitionfrom existing competitors some of which may have greater financial resources or product tankercapacity than we do.

In addition, an increasing number of other entities, including many withstrong reputations and extensive resources and experience, may enter the product tanker sector. Competitors with sufficient resources could enter the product tanker market through acquisitions,consolidations or newbuildings and may be able to offer a more competitive service thanwe do.

As a result of increased competition, we may be unable to expand our relationships withexisting customers or to obtain new customers on a profitable basis, if at all, which could have amaterial adverse effect on our business, results of operations, cash flow and financial condition.

We may not be able to grow or effectively manage our growth. A principal focus of our strategy is to grow by expanding our business and, in particular, thesize of our fleet, including by capitalising on existing business relationships and developing newbusiness relationships.

Our future growth will depend on a number of factors. These factors A deficiency in any of these factors could adversely affect our ability to achieve anticipatedgrowth in cash flow or realise other anticipated benefits. In addition, competition from otherbuyers could reduce our acquisition opportunities or cause us to pay a higher price for vesselsthan we might otherwise pay.

The process of integrating acquired vessels into our operations may result in unforeseenoperating difficulties, may absorb significant management attention and require significantfinancial resources that would otherwise be available for the ongoing development andexpansion of our existing operations. Future acquisitions could result in our incurring additionalindebtedness and liabilities that could have a material adverse effect on our profitability. In addition, our current operating and financial systems may not be adequate as to support ourgrowth and our attempts to improve those systems may be ineffective.

If we are unable tooperate our financial and operating systems effectively as we expand our fleet, our performancemay be adversely affected. Our failure to execute our business strategy or to manage our growth effectively could adverselyaffect our business, results of operations, cash flow and financial condition. In addition, even ifwe successfully implement our business strategy, it may not improve our results of operations. Furthermore, we may decide to alter or discontinue aspects of our business strategy and mayadopt alternative or additional strategies in response to our operating environment or competitivesituation or factors or events beyond our control.

We may be required to make substantial capital expenditures in order to maintain andexpand the size of our fleet and to maintain the high quality of the vessels which weown. Our business strategy is based in part upon the expansion of our fleet. In connection with thepurchase of new vessels, we are required to expend substantial sums in the form of downpaymentsand progress payments during the construction of these vessels but we will not deriveany revenue from the vessels until after their delivery.

We typically make instalment paymentson newbuildings during the construction period, with the final payment due upon delivery. Second hand and previously owned vessels are generally purchased on the basis of a lump sumpayment. If we are unable to complete payments or are otherwise unable to fulfil ourobligations under any of our purchase contracts, we may forfeit all or a portion of thedownpayments and progress payments we have made under that contract.

In addition, we may be required to make capital expenditures to maintain, over the long-term,the high quality of our owned vessels. These maintenance capital expenditures include capitalexpenditures associated with drydocking a vessel or modifying an existing vessel. Our ownedvessels are drydocked periodically for repairs and renewals and, in addition, may have to bedrydocked in the event of accidents or other damage.

Our maintenance capital expenditures could increase as a result of: increases in the cost oflabour and materials; changes in customer requirements; increases in the size of our fleet;changes in technical developments in vessels; changes in governmental regulations and regulatorystandards relating to safety; changes in security; changes in environmental standards orrequirements; and changes in competitive standards.

Any requirement to increase capital expenditure could adversely affect our business, results ofoperations, cash flow and financial condition. We may not have a sufficient number of available vessels to service our COAs. Under COAs, whether entered into directly or through pool or other commercial managementarrangements, we may be committed to providing vessels to transport a certain minimum We may not be able to service these contracts due to various reasons,including the positioning of our vessels at that time, unscheduled drydocking or the unavailabilityof any vessels as a result of prior chartering commitments, in which case we may need tocharter in additional vessels.

We cannot assure you that we would be able to charter inadditional vessels on commercially reasonable terms, or at all. Due Diligence. Limitations on Holdings and Issuances. Stop Orders. Prospectus Delivery. Selling Restrictions. Effective Registration Statement. Non-Public Information. Earnings Statement. Disclosure Schedule. Article VI. Section 6. Conditions Precedent to the Obligation of the Company.

Conditions Precedent to the Obligation of the Investor. Article VII. Section 7. Term, Termination by Mutual Consent. Other Termination. Effect of Termination. Article VIII. Section 8. General Indemnity. Indemnification Procedures.

Article IX. Section 9. Fees and Expenses. Entire Agreement; Amendment. Headings; Construction. Successors and Assigns. Governing Law. No Third Party Beneficiaries. Further Assurances. Annex A. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto. WHEREAS, in partial consideration for the Investor's execution and delivery of this Agreement, the Company is causing its transfer agent to issue to the Investor the Commitment Shares in accordance with the terms and subject to the conditions of this Agreement; and.

This Agreement shall become effective and binding upon the payment of the fees required to be paid on or prior to the Effective Date pursuant to Section 9. Effective Date, in each case as provided in Section 6. In consideration of and in express reliance upon the representations, warranties and covenants, and otherwise upon the terms and subject to the conditions, of this Agreement, from and after the Effective Date and during the Investment Period i the Company shall issue and sell to the Investor, and the Investor agrees to purchase from the Company, the Shares in respect of each Fixed Request and ii the Investor may in its discretion elect to purchase Shares in respect of each Optional Amount.

The issuance and sale of Shares to the Investor pursuant to any Fixed Request or Optional Amount shall occur on the applicable Settlement Date in accordance with Sections 2. The Company has or will have duly authorized and reserved for issuance, and covenants to continue to so reserve once reserved for issuance, free of all preemptive and other similar rights, at all times during the Investment Period, the requisite aggregate number of authorized but unissued shares of its Common Stock to timely effect the issuance, sale and delivery in full to the Investor of all Shares to be issued in respect of all Fixed Requests and Optional Amounts under this Agreement, in any case prior to the issuance to the Investor of such Shares.

As soon as practicable, but in any event not later than p. New York time on the first Trading Day immediately following the Effective Date, the Company shall file with the Commission i a report on Form 6-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement the " Current Report " , and ii a Prospectus Supplement pursuant to Rule b under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Effective Date, including, without limitation, information required to be disclosed in the section captioned "Plan of Distribution" in the Prospectus the " Initial Prospectus Supplement ".

The Current Report shall include a copy of this Agreement as an exhibit and shall be incorporated by reference in the Registration Statement and the Prospectus. The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments provided , however , that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor's right to rely on the representations and warranties made by the Company in this Agreement.

To the extent not previously disclosed in a Prospectus Supplement or a Report on Form 6-K filed with the Commission, the Company shall disclose, in each Annual Report on Form F and in each Report on Form 6-K in which the Company furnishes its unaudited interim financial statements and management's discussion and analysis, the information described in the immediately preceding sentence relating to all Fixed Request s and Optional Amount s consummated during the relevant fiscal quarter.

Subject to the satisfaction or to the extent permitted by applicable law waiver of the conditions set forth in this Agreement, the parties agree unless otherwise mutually agreed upon by the parties in writing as follows:. The Company may, from time to time in its sole discretion, no later than a. The Company shall provide the Investor with at least one Trading Day's prior notice of its intent to deliver a Fixed Request Notice to the Investor, which may be satisfied by delivery of the Fixed Request Notice by p.

Upon the terms and subject to the conditions of this Agreement, the Investor is. The applicable discount price the " Discount Price " in respect of any Fixed Request shall be equal to the product of i 0. Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than the Maximum Fixed Amount Requested in respect of any Fixed Request not including Common Stock subject to any Optional Amount.

Not less than five Trading Days shall elapse between. On the Settlement Date with respect to a Pricing Period, the Investor's Total Commitment under this Agreement automatically and without the need for any amendment to this Agreement shall be reduced, on a dollar-for-dollar basis, by the total amount of the Fixed Request Amount and the Optional Amount Exercise Amount, if any, for such Pricing Period paid to the Company at such Settlement Date.

If the VWAP on any Trading Day in a Pricing Period is lower than the applicable Floor Price, then for each such Trading Day the Fixed Amount Requested shall be reduced, on a dollar-for-dollar basis, by an amount equal to the product of x the Multiplier and y the total Fixed Amount Requested, and no Shares shall be purchased or sold with respect to such Trading Day, except as provided below.

If trading in the Common Stock on NASDAQ or any other Trading Market on which the Common Stock is then listed or quoted is suspended for any reason for more than three hours on any Trading Day, the Investor may at its option deem the price of the Common Stock to be lower than the Floor Price for such Trading Day and, for each such Trading Day, the total amount of the Fixed Amount Requested shall be reduced as provided in the immediately preceding sentence, and no Shares shall be purchased or sold with respect to such Trading Day, except as provided below.

For each Trading Day during a Pricing Period on which the VWAP is lower or is deemed to be lower as provided in the immediately preceding sentence than the Floor Price, the Investor may in its sole discretion elect to purchase such U. The Investor shall deliver to the Company, via facsimile transmission or e-mail in accordance with Section 9.

The payment for, against subsequent delivery of, Shares in respect of each Fixed Request shall be settled on the second Trading Day next following the last Trading Day of each Pricing Period, or on such earlier date as the parties may mutually agree the " Settlement Date ". As set forth in Section 9. If during a Pricing Period the Company elects to reduce the number of Trading Days in such Pricing Period and thereby amend its previously delivered Fixed Request Notice , the Company shall so notify the Investor before a.

In addition, upon receipt of a Reduction Notice, the Investor may elect to purchase, by providing written notice to the Company not later than a. If the Investor makes such an election, the applicable information shall be included in the Purchaser Confirmation to be delivered in respect of the applicable Fixed Request.

The Investor may also elect to exercise any portion of the applicable Optional Amount which was unexercised during the reduced Pricing Period by issuing an Optional Amount Notice to the Company not later than a. The number of Shares to be issued upon exercise of such Optional Amount shall be calculated pursuant to the equation set forth in Section 2. In the event the Company delivers a Reduction Notice in accordance with this Section 2.

New York time on the first Trading Day next following the last Trading Day of the reduced Pricing Period a Purchaser Confirmation, substantially in the form attached hereto as Exhibit C, and any Optional Amount Notice, substantially in the form attached hereto as Exhibit B and ii with respect to the Reduction Notice Additional Shares, not later than p. New York time on the last Trading Day of the Pricing Period had it not been reduced in accordance with this Section 2.

If the Investor does not exercise an Optional Amount in full by a. New York time on the first Trading Day next following the last Trading Day of the reduced Pricing Period, such unexercised portion of the Investor's Optional Amount with respect to that Pricing Period automatically shall lapse and terminate. The payment for, against subsequent delivery of, i Shares to be purchased and sold in accordance with this Section 2.

With respect to any Pricing Period, the Company may in its sole discretion grant to the Investor the right to exercise, from time to time during the Pricing Period, all or any portion of an Optional Amount. Each daily Optional Amount exercise shall be aggregated during the Pricing Period and settled on the next Settlement Date. The number of shares of Common Stock to be issued in connection with the exercise of an Optional Amount shall be the quotient determined pursuant to the following equation rounded to the nearest whole Share :.

If granted by the Company to the Investor with respect to a Pricing Period, all or any portion of the Optional Amount may be exercised by the Investor on any one or more Trading Days during the Pricing Period. The applicable exercise price in respect of such Optional Amount shall be equal to the quotient determined by multiplying B and C in Section 2.

The Investor shall deliver to the Company, via facsimile or e-mail transmission, not later than p. New York time on the last Trading Day of the applicable Pricing Period, an Optional Amount Notice, substantially in the form attached hereto as Exhibit B the " Optional Amount Notice " , which shall specify, among other things, i the total Optional Amount Exercise Amount, ii the number of Shares, if any, to be purchased in respect of such exercises of all or any portion of the Optional Amount and iii the applicable exercise price s in respect of such exercises of all or any portion of the Optional Amount.

If the Investor does not exercise an Optional Amount in full by p. New York time on the last Trading Day of the applicable Pricing Period, such unexercised portion of the Investor's Optional Amount with respect to that Pricing Period automatically shall lapse and terminate. Notwithstanding any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or grant any Optional Amount or otherwise offer or sell Shares to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, i during any period in which the Company is, or may be deemed to be, in possession of material non-public information, or ii except as expressly provided in this Section 2.

The provisions of clause ii of this Section 2. For purposes of clarity, the parties agree that the delivery of the compliance certificate and the "bring down" opinions pursuant to this Section 2. New York time on such Settlement Date, iii on the. For the avoidance of doubt, all of the Commitment Shares including the Initial Commitment Shares shall be fully earned as of the date of issuance thereof, regardless of whether any additional Fixed Requests are issued by the Company or settled hereunder and regardless of any subsequent termination of this Agreement.

Herrick consents to the transactions contemplated by this Agreement and waives any participation right it may have under the Securities Purchase Agreement, dated June 8, , between the Company and Herrick. Investor consents to the transactions contemplated by this Agreement and waives any participation right it may have under the Securities Purchase Agreement, dated November 16, , between the Company and Investor. The Investor hereby makes the following representations and warranties to the Company:.

The Investor is a company duly organized and validly existing under the laws of the British Virgin Islands. The Investor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to purchase the Shares in accordance with the terms hereof.

The execution, delivery and performance of this Agreement by the Investor and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Investor, its Board of Directors or stockholders is required.

This Agreement has been duly executed and delivered by the Investor. This Agreement constitutes a valid and binding obligation of the Investor enforceable against it in accordance with its terms,. The Investor is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Shares in accordance with the terms hereof.

All materials relating to the business, financial condition, management and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise made available to the Investor or its advisors subject to Section 5. The Investor and its advisors have been afforded the opportunity to ask questions of representatives of the Company.

The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor understands that it and not the Company shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. The Investor is aware of all of its obligations under U. Except as set forth in the Commission Documents or the disclosure schedule delivered by the Company to the Investor which is hereby incorporated by reference in, and constitutes an integral part of, this Agreement the " Disclosure Schedule " , the Company hereby makes the following representations and warranties to the Investor:.

The Company is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except to the extent that the failure to be so qualified would not have a Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to issue and sell the Securities in accordance with the terms hereof.

Except for approvals of the Company's Board of Directors or a committee thereof as may be required in connection with any issuance and sale of the Shares to the Investor hereunder which approvals shall be obtained prior to the delivery of any Fixed Request Notice , the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required.

This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any outstanding shares of the capital stock of the Company.

The offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants or options of the Company issued prior to the Effective Date complied, in all material respects, with all applicable federal and state securities laws, and no stockholder has any right of rescission or damages or any "put" or similar right with respect thereto that would have a Material Adverse Effect.

The Initial Commitment Shares have been, and the Shares and the Commitment Shares other than the Initial Commitment Shares to be issued under this Agreement have been or will be prior to the delivery of any Fixed Request Notice to the Investor hereunder , duly authorized by all necessary corporate action on the part of the Company.

The Commitment Shares, when issued in accordance with the terms of this Agreement, and the Shares, when paid for in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and nonassessable and free from all liens, charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof.

The Company is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Securities to the Investor in accordance with the terms hereof other than any filings which may be required to be made by the Company with the Commission, the Financial Industry Regulatory Authority " FINRA " or the Trading Market subsequent to the Effective Date, including, but not limited to, a Prospectus Supplement under Section 1.

No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the. Investor any information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.

As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus including, without limitation, the Form F complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing , such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Each Commission Document to be filed with or furnished to the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Section 1. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission.

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act. Such financial statements, together with the related notes and schedules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved except i as may be otherwise indicated in such financial statements or the notes thereto or ii in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements , and fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the results of operations and cash flows for the periods indicated subject, in the case of unaudited statements, to normal year-end audit adjustments.

The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a or Rule 15d under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the.

As used in this Section 4. Schedule 4. Since December 31, , except as disclosed in the Commission Documents, the Company has not experienced or suffered any Material Adverse Effect, and, except as disclosed in the Commission Documents, there exists no current state of facts, condition or event which would have a Material Adverse Effect.

Neither the Company nor any of its Subsidiaries has any liabilities, obligations, claims or losses whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise that would be required to be disclosed on a balance sheet of the Company or any Subsidiary including the notes thereto in conformity with GAAP and are not disclosed in the Commission Documents, other than those incurred in the ordinary course of the Company's or its Subsidiaries respective businesses since December 31, and which, individually or in the aggregate, do not or would not have a Material Adverse Effect.

No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, operations including results thereof or conditions financial or otherwise , which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company at or before the Effective Date but which has not been so publicly announced or disclosed, except for events or circumstances which, individually or in the aggregate, do not or would not have a Material Adverse Effect.

The Company's report on Form 6-K dated November 10, that includes unaudited interim condensed consolidated financial statements of the Company as of September 30, sets forth, as of September 30, , all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments through such date. There is no existing or continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries, except as disclosed in the Commission Documents.

The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors.

The Company is financially solvent and is generally able to pay its debts as they become due. Each of the Company and its Subsidiaries has good and valid title to, or has valid rights to lease or otherwise use, all of their respective real and personal property reflected in the Commission Documents, free of mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or that would not have a Material Adverse Effect.

All real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.

There is no action, suit, claim, investigation or proceeding pending, or to the Knowledge of the Company threatened, against the Company or any Subsidiary which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. Except as disclosed in the Commission Documents, there is no action, suit, claim, investigation or proceeding pending, or to the Knowledge of the Company threatened, against or involving the Company, any Subsidiary or any of their respective properties or assets, or involving any officers or directors of the Company or any of its Subsidiaries, including, without limitation, any securities class action lawsuit or stockholder derivative lawsuit related to the Company, in each case which, if determined adversely to the Company, its Subsidiary or any officer or director of the Company or its Subsidiaries, would have a Material Adverse Effect.

Except as set forth in the Commission Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the Knowledge of the Company, requested of any court, arbitrator or governmental agency which would be reasonably expected to result in a Material Adverse Effect. The business of the Company and the Subsidiaries has been and is presently being conducted in compliance with all applicable federal, state, local and foreign governmental laws, rules, regulations and ordinances, except for such non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect.

Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its. Subsidiaries, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company satisfies, as of the Effective Date, all requirements for the continued listing or quotation of its Common Stock on the Trading Market, and the Company is not, as of the Effective Date, in material violation of any of the rules, regulations or requirements of the Trading Market and has no Knowledge of any facts or circumstances that could reasonably be expected to lead to delisting or suspension of the Common Stock by the Trading Market in the foreseeable future.

Except as set forth in this Section 4. The Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect.

All of the Governmental Licenses are valid and in full force and. Neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, if the subject of any unfavorable decision, ruling or finding, individually or in the aggregate, would have a Material Adverse Effect. This Section 4. There are no actions, suits or judicial proceedings pending, or to the Company's Knowledge threatened, relating to patents or proprietary information to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is subject, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict if the subject of any unfavorable decision, ruling or finding or invalidity or inadequacy, individually or in the aggregate, would have a Material Adverse Effect.

Except as disclosed in the Commission Documents, the Company and each of its Subsidiaries have obtained all material approvals, authorization, certificates, consents, licenses, orders and permits or other similar authorizations of all governmental authorities, or from any other Person, that are required under any Environmental Laws, except for any approvals, authorization, certificates, consents, licenses, orders and permits or other similar authorizations the failure of which to obtain does not or would not have a Material Adverse Effect.

Except for such instances as would not, individually or in the aggregate, have a Material Adverse Effect, to the Company's Knowledge, there are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting the Company or its Subsidiaries that violate or would reasonably be expected to violate any Environmental Law after the Effective Date or that would reasonably be expected to give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit,.

Neither the Company nor any Subsidiary of the Company is a party to any written or oral contract, instrument, agreement commitment, obligation, plan or arrangement, a copy of which would be required to be filed with the Commission as an exhibit to an annual report on Form F collectively, " Material Agreements " and which has not been or will not be so filed as an exhibit to an annual report on Form F.

Except as disclosed in the Commission Documents, the Company and each of its Subsidiaries have performed in all material respects all the obligations required to be performed by them under the Material Agreements, have received no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis for the assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party thereto are in default under any Material Agreement now in effect, except in each case, the result of which would not have a Material Adverse Effect.

Except as disclosed in the Commission Documents or in Schedule 4. The Company has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Securities contemplated by this Agreement. The Registration Statement was declared effective by order of the Commission on May 7, As of the date hereof, no stop order suspending the effectiveness. No order preventing or suspending the use of the Prospectus or any Permitted Free Writing Prospectus has been issued by the Commission.

The Company is not, and has not previously been at any time, a "shell company" as such term is defined in Rule under the Securities Act. Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule g 1 under the Securities Act. Each Permitted Free Writing Prospectus a shall conform in all material respects to the requirements of the Securities Act on the date of its first use, b when considered together with the Prospectus on each applicable Fixed Request Exercise Date and on each applicable Settlement Date, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and c shall not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any Prospectus Supplement deemed to be a part thereof that has not been superseded or modified.

The immediately preceding sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein.

From and after the Effective Date and prior to the completion of the distribution of the Securities, the Company shall not distribute any offering material in connection with the offering and sale of the Securities, other than the Registration Statement, the Base Prospectus as supplemented by any Prospectus Supplement or a Permitted Free Writing Prospectus. Neither the Company nor any Subsidiary of the Company has any collective bargaining arrangements or agreements covering any of its employees.

No officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, has terminated or, to the Knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any Subsidiary. The proceeds from the sale of the Shares shall be used by the Company and its Subsidiaries as set forth in the Base Prospectus and any Prospectus Supplement filed pursuant to Section 1.

The Company is not, and as a result of the consummation of the transactions contemplated by this Agreement and the application of the proceeds from the sale of the Shares as set forth in the Base Prospectus and any Prospectus Supplement shall not be, an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of , as amended.

No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan by the Company or any of its Subsidiaries which has had or would have a Material Adverse Effect. No "prohibited transaction" as defined in Section of ERISA or Section of the Code or "accumulated funding deficiency" as defined in Section of ERISA or any of the events set forth in Section b of ERISA has occurred with respect to any Plan which has had or would have a Material Adverse Effect, and the execution and delivery of this Agreement and the issuance and sale of the Securities hereunder shall not result in any of the foregoing events.

Each Plan is in compliance in all material respects with applicable law, including ERISA and the Code; the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any Plan; and each Plan for which the Company would have any liability that is intended to be qualified under Section a of the Code is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualifications.

The Company i has filed all federal, state and foreign income and franchise tax returns or has duly requested extensions thereof, except for those the failure of which to file would not have a Material Adverse Effect, ii has paid all federal, state, local and foreign taxes due and payable for which it is liable, except to the extent that any such taxes are being contested in good faith and by appropriate proceedings, except for such taxes the failure of which to pay would not have a Material Adverse Effect, and iii does not have any tax deficiency or claims outstanding or assessed or, to the Company's Knowledge, proposed against it which would have a Material Adverse Effect.

There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the Company has no Knowledge of any basis for any such claim. Based on its current activities, the Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section of the U.

Internal Revenue Code of , as amended. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.

Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall not become a U. The Company's Common Stock is registered pursuant to Section 12 b or 12 g of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.

Except as disclosed in the Commission Documents, the Company has not, in the 12 months preceding the Effective Date, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance in any material respect with the listing or maintenance requirements of such Trading Market.

As of the Effective Date, the Company is in compliance with all such listing and maintenance requirements. The Company has not received notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.

None of the Company, any Subsidiary or, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other Person acting on behalf of the Company or any of its Subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of , as amended, and the rules and regulations thereunder collectively, the " FCPA " , including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" as such term is defined in the FCPA or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

The Company and the Subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of , as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency collectively, the " Money Laundering Laws " and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

None of the Company, any Subsidiary or, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or Person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U. Treasury Department " OFAC " ; and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.

Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company, no Person acting on their behalf has, i taken, directly or indirectly, any action designed or intended to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Securities, or ii sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities.

The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company or in any similar capacity with respect to this Agreement or the transactions contemplated hereby, and any advice given by the Investor or any of its representatives or agents in connection with this Agreement or the transactions contemplated hereby is merely incidental to the Investor's acquisition of the Securities.

The Company further represents to the Investor that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions contemplated by this Agreement other than those specifically set forth in Article III of this Agreement.

The Company is a "foreign private issuer" as such term is defined in Rule 3b-4 under the Exchange Act and in Rule under the Securities Act. The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Investment Period:.

Without limiting the generality of the foregoing, the Company shall take all reasonably necessary action, undertake all proceedings and obtain all registrations, permits, consents and approvals in order to i qualify the Securities for offering and sale to the Investor, or to obtain an exemption for the Securities to be offered and sold to the Investor and ii qualify the Securities for offer and resale by the Investor, or to obtain an exemption for the Securities to be offered and resold by the Investor, in each case under the applicable securities.

In each jurisdiction in which the Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Securities but in no event for less than one year from the date of this Agreement.

Each party hereto shall A promptly notify the other party and FWG of any communication to that party or its affiliates from FINRA, including, without limitation, any request from FINRA or its staff for amendments or supplements to or additional information in respect of the FINRA Filing and permit the other party and FWG to review in advance any proposed written communication to FINRA and B furnish the other party and FWG with copies of all written correspondence, filings and communications between them and their affiliates and their respective representatives and advisors, on the one hand, and FINRA or members of its staff, on the other hand, with respect to this Agreement or the transactions contemplated hereby.

Agreement or the transactions contemplated hereby to be no longer advisable to the Investor. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not pay any fees to FWG in connection with any of the transactions contemplated by this Agreement, unless and until the parties hereto and FWG shall have received written confirmation from FINRA to the effect that FINRA's Corporate Financing Department has determined not to raise any objection with respect to the fairness and reasonableness of the terms of the transactions contemplated by this Agreement.

The Company shall take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12 b of the Exchange Act, shall comply in all material respects with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document whether or not permitted by the Securities Act or the Exchange Act to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein.

Without limiting the generality of the foregoing, the Company shall file all reports, schedules, registrations, forms, statements, information and other documents required to be filed by the Company with the Commission pursuant to the Exchange Act, including all material required to be filed pursuant to Sections 13 a , 13 c , 14 or 15 d of the Exchange Act, in each case within the time periods required by the Exchange Act giving effect to permissible extensions in accordance with Rule 12b under the Exchange Act.

The Company shall use its reasonable best efforts to continue the listing and trading of its Common Stock and the listing of the Commitment Shares acquired and the Shares purchased by the Investor hereunder on the Trading Market, and shall comply with the Company's reporting, filing and other obligations under the bylaws, listed securities maintenance standards and other rules and regulations of FINRA and the Trading Market.

The Company shall not take any action which could reasonably be expected to result in the delisting or suspension of the Common Stock on the Trading Market. The Company shall conduct its business in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section of the U. Without limiting the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, and any applicable securities laws of any non-U.

Neither the Investor nor any of its officers or directors will take, directly or indirectly, any action designed or intended to cause or to result in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Securities. Subject to the requirements of Section 5. The Company shall not be required to reimburse the Investor or its counsel or advisors in connection with any such due diligence from and after the date of this Agreement.

Notwithstanding any other provision of this Agreement, the Investor shall not purchase or acquire, or be obligated or have the right to purchase or acquire, any shares of Common Stock pursuant to this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned as calculated pursuant to Section 13 d of the Exchange Act and Rule 13d-3 promulgated thereunder by the Investor and its Affiliates, would result in the beneficial ownership by the Investor of more than 4.

Upon the written or oral request of the Investor, the Company shall promptly but not later than the next Trading Day confirm orally or in writing to the Investor the number of shares of Common Stock. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor's written certification to the Company of the applicability of the Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.

Upon delivery of a written notice to the Company, the Investor may from time to time increase with such increase not effective until the sixty-first 61 st day after delivery of such notice or decrease the Ownership Limitation to any other amount of Common Stock not in excess of 9. The provisions of this Section 5. The limitations contained in this Section 5. Notwithstanding the foregoing, this Section 5.

Notwithstanding the foregoing or anything contained herein to the contrary, during the Investment Period, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor which consent may be withheld, delayed or conditioned in the Investor's sole discretion , directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person other than the Investor to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company whether registered under the Securities Act or pursuant to Section 3 a 9 or 3 a 10 of the Securities Act.

For all purposes of this Agreement, violations of the restrictions set forth in this Section 5. For purposes of this Section 5. With respect to any Reference Period for which the Company is required to provide an Other Financing Notice pursuant to the first sentence including the provisos thereto of this Section 5.

The Company shall not be required to disclose to the Investor the substance or specific reasons of any of the events set forth in clauses i through iii of the immediately preceding sentence, but rather, shall only be required to disclose that the event has occurred. The Company shall not issue any Fixed Request during the continuation of any of the foregoing events. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use reasonable best efforts to obtain the withdrawal of such order at the earliest possible time.

The Company shall also advise the Investor promptly but in no event later than 24 hours and shall confirm such advice in. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus or in lieu thereof, the notice referred to in Rule a under the Securities Act is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the Company shall not file any 1 Prospectus Supplement with respect to the Securities, without delivering or making available a copy of such Prospectus Supplement in the form filed with the Commission , together with the Base Prospectus, to the Investor promptly after the filing thereof with the Commission, or 2 any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement in the form filed with the Commission to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in ".

The Investor has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Securities that would constitute a Free Writing Prospectus required to be. For so long as, in the reasonable opinion of counsel for the Investor, the Prospectus or in lieu thereof, the notice referred to in Rule a under the Securities Act is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the Company will furnish to the Investor and its counsel at the expense of the Company copies of the Base Prospectus and all Prospectus Supplements that are filed with the Commission, in each case, in the form filed with the Commission, as soon as reasonably practicable via e-mail in ".

The Company consents to the use of the Prospectus and of any Prospectus Supplement thereto in accordance with the provisions of the Securities Act and with the securities or "Blue Sky" laws of the jurisdictions in which the Securities may be sold by the Investor, in connection with the offering and sale of the Securities and for such period of time thereafter as the Prospectus or in lieu thereof, the notice referred to in Rule a under the Securities Act is required by the Securities Act to be delivered in connection with sales of the Securities.

If during such period of time any event shall occur that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein in the case of the Prospectus, in light of the circumstances under which they were made not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with the Securities Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section 5.

The Investor shall comply with any Prospectus delivery requirements under the Securities Act applicable to it. The Investor acknowledges and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities.

The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of Securities by the Company to the Investor, and for the resale of Securities by the Investor, at all times during the term of this Agreement and, to the extent the Investor owns any Securities upon the termination of this Agreement, until the th day next following the termination of this Agreement the " Registration Period ".

Without limiting the generality of the foregoing, during the Registration Period, the Company shall prepare and, subject to Section 5. Without limiting the generality of the foregoing, if, immediately prior to the third 3rd anniversary of the initial effective date of the Registration Statement the " Renewal Date " , any of the Securities that have been or may be issued pursuant to this Agreement have not been issued by the Company or resold by the Investor and the Registration Period has not expired, the Company.

The Company will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Securities and the resale thereof by the Investor to continue as contemplated in the expired Registration Statement relating to the Securities.

From and after the effective date thereof, references herein to the "Registration Statement" shall include such new Registration Statement. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.

The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Securities that it may acquire or purchase from the Company pursuant to this Agreement which or whom shall be unaffiliated with the Investor and FWG and not then currently engaged or used by the Company collectively, the " Broker-Dealer ".

The Investor shall provide the Company with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not exceed customary brokerage fees and commissions. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earnings statement covering a month period that satisfies the provisions of Section 11 a of and Rule under the Securities Act.

The terms "earnings statement" and "make generally available to its security holders" shall have the meanings set forth in Rule under the Securities Act. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 5. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement.

Except as expressly set forth in this Agreement, such information and the thresholds whether based on quantity, qualitative characterization, dollar amounts or otherwise set forth herein shall not be used as a basis for interpreting the terms "material" or "Material Adverse Effect" or other similar terms in this Agreement.

On the Effective Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer the Initial Commitment Shares to the Investor or its designee s , not later than p. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Effective Date, regardless of whether any Fixed Requests are issued by the Company or settled hereunder.

Simultaneously with the execution and delivery of this Agreement, on the Effective Date, the Company shall deliver to the Investor a the opinions of outside U. On or prior to the Effective Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor's counsel, the fees and expenses of the Investor's counsel in accordance with the proviso to the first sentence of Section 9.

The obligation hereunder of the Company to issue and sell the Shares to the Investor under any Fixed Request or Optional Amount is subject to the satisfaction or to the extent permitted by applicable law waiver of each of the conditions set forth below. These conditions are for the Company's sole benefit and to the extent permitted by applicable law may be waived by the Company at any time in its sole discretion, except as expressly provided below.

The Registration Statement is effective and neither the Company nor the Investor shall have received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statement. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which A as of the Effective Date, is sufficient to issue to the Investor not less than 1 the Total Commitment worth of Common Stock plus 2 the Commitment Shares and B as of the applicable Fixed Request Exercise Date and the applicable Settlement Date, is sufficient to issue to the Investor not less than the maximum dollar amount worth of Shares issuable pursuant to the applicable Fixed Request Notice and applicable Optional Amount, if any.

The Current Report shall have been filed with the Commission as required pursuant to Section 1. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Sections 13 a , 13 c , 14 or 15 d of the Exchange Act, shall have been filed with the Commission and such filings shall have been made within the applicable time period prescribed for such filing under the Exchange Act.

All other material required to be filed by the Company or any other offering participant pursuant to Rule d under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule under the Securities Act. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the applicable Fixed Request Exercise Date and the applicable Settlement Date.

No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement.

Trading in the Common Stock shall not have been suspended by the Commission or the Trading Market except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the applicable Fixed Request Exercise Date and applicable Settlement Date , and, at any time prior to the applicable Fixed Request Exercise Date and applicable Settlement Date, none of the events described in clauses i , ii and iii of Section 5.

No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

The issuance and sale of the Shares issuable pursuant to such Fixed Request or Optional Amount shall not exceed the Aggregate Limit or the limitations set forth in Section 5. There shall not exist any unresolved objection raised by FINRA's Corporate Financing Department with respect to the fairness and reasonableness of the terms of the transactions contemplated by this Agreement.

The obligation hereunder of the Investor to accept a Fixed Request Notice or Optional Amount grant and to acquire and pay for the Shares is subject to the satisfaction or to the extent permitted by applicable law waiver, at or before each Fixed Request Exercise Date except with respect to the opinion "bring downs" contemplated by Section 6. These conditions are for the Investor's sole benefit and to the extent permitted by applicable law may be waived by the Investor at any time in its sole discretion, except as expressly provided below.

The representations and warranties of the Company contained in this Agreement, as modified by the Disclosure Schedule a that are not qualified by "materiality" or "Material Adverse Effect" shall have been true and correct in all material respects when made and shall be true and correct in all. As of the Effective Date, the applicable Fixed Request Exercise Date and the applicable Settlement Date, the Investor shall be permitted to utilize the Prospectus to resell all of the Securities it then owns or has the right to acquire pursuant to all Fixed Request Notices issued pursuant to this Agreement.

Trading in the Common Stock shall not have been suspended by the Commission or the Trading Market since the most recent Settlement Date or Effective Date in the case of the first Settlement Date except for one or more suspensions of trading of less than fifteen minute duration, which suspension shall be terminated prior to the applicable Fixed Request Exercise Date and applicable Settlement Date , and the Company shall not have received any notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain which termination shall be final and non-appealable.

At any time since the most recent Settlement Date or Effective Date in the case of the first Settlement Date , none of the events described in clauses i , ii and iii of Section 5. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Fixed Request Exercise Date and the applicable Settlement Date.

The Company shall have delivered to the Investor on the applicable Settlement Date the Compliance Certificate substantially in the form attached hereto as Exhibit E. No statute, rule, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement.

The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall not exceed the Aggregate Limit or the limitations set forth in Section 5. The Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall have been duly authorized by all necessary corporate action of the Company. The Company shall have delivered all Shares relating to all prior Fixed Request Notices and Optional Amounts, as applicable, to the Investor or its designee s.

The Company shall have timely delivered all Commitment Shares including the Initial Commitment Shares to the Investor or its designee s at such times and in such amounts as set forth in Section 2. The Trading Market shall have completed its review of the related Listing of Additional Shares form with respect to all of the Securities that may be issued pursuant to this Agreement.

There shall not have occurred any event that would permit the Investor to terminate this Agreement pursuant to Section 7. Each time the Company i files a Prospectus Supplement relating to the Securities pursuant to Section 1. The requirement to provide the opinion "bring down" under this Section 6. Notwithstanding the foregoing, if the Company subsequently decides to deliver a Fixed Request Notice to the Investor following a Representation Date when the Company relied on such waiver and did not provide the Investor with the opinion "bring down" under this Section 6.

Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of i the first day of the month next following the month anniversary of the Effective Date the " Investment Period " , ii the date that the entire dollar amount of Common Stock registered under the Registration Statement has been issued and sold and iii the date the Investor shall have purchased or acquired shares of Common Stock pursuant to this Agreement equal to the Aggregate Limit.

Subject to Section 7. The Company shall promptly but in no event later than 24 hours notify the Investor and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market , and, subject to Section 7.

In the event of termination by the Company or the Investor pursuant to Section 7. If this Agreement is terminated as provided in Section 7. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall affect any cash fees paid to the Investor's.

Nothing in this Section 7. The Company shall reimburse the Investor and each such controlling Person promptly upon demand with accompanying presentation of documentary evidence for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to seek indemnification under Section 8. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action.

After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties.

Each indemnified party, as a condition to receiving indemnification as provided in Section 8. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested by written notice provided in accordance with Section 9. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action.

If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.

The remedies provided for in Section 8. The Company shall pay all U. For the avoidance of doubt, all of the fees payable to the Investor or its counsel pursuant to this Section 9. Nothing in this Section 9. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the.

District Court and other courts of the United States sitting in the City and State of New York, Borough of Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and b hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding. Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

This Agreement, together with the exhibits referred to herein and the Disclosure Schedule, represents the entire agreement of the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth herein.

No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto. The Disclosure Schedule and all exhibits to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective a upon hand delivery or facsimile with facsimile machine confirmation of delivery received at the address or number designated below if delivered on a business day during normal business hours where such notice is to be received , or the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received , b upon sending to an e-mail address provided below if acknowledged by the recipient or another representative of the Company or the Investor, as applicable, or c on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The address for such communications shall be:. If to the Company:. DryShips Inc. Athens, Greece. E-mail: finance dryships. Attention: Mr. George Economou. With a copy which shall. One Battery Park Plaza. New York, NY Telephone Number: Fax: E-mail: Wolfe sewkis. Attention: Gary Wolfe, Esq. If to the Investor:.

Kalani Investments Limited. Palm Grove House. Box Road Town, Tortola. British Virgin Islands. E-mail: john. Attention: John Gordon. Greenberg Traurig, LLP. The MetLife Building. E-mail: Marsicoa gtlaw. Marsico, Esq. Either party hereto may from time to time change its address for notices by giving at least 10 days advance written notice of such changed address to the other party hereto.

Any notice to the Company may alternatively be given to an address specified by the Company on any Fixed Request Notice until the Company provides written notice of a change to such address to the Investor. Any notice to the Investor may also be given to an address specified by the Investor on any Optional Amount Notice or Confirmation Notice until the Investor provides written notice of a change to such address to the Company.

No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof.

The terms "including," "includes," "include" and words of like import shall be construed broadly as if followed by the words "without limitation. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

The Investor may not assign this Agreement to any Person without the prior consent of the Company, in the Company's sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The assignment by a party to this Agreement of any rights hereunder shall not affect the obligations of such party under this Agreement.

The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however, that i the provisions of Article VII Termination , Article VIII Indemnification , Section 9. Severability and this Section 9. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

In the event any signature is delivered by facsimile, digital or electronic transmission, such transmission shall constitute delivery of the manually executed original and the party using such means of delivery shall thereafter cause four additional executed signature pages to be physically delivered to the other parties within five days of the execution and delivery hereof. Failure to provide or delay in the delivery of such additional executed signature pages shall not adversely affect the efficacy of the original delivery.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Except as expressly provided in Article VIII, this Agreement is intended only for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. From and after the date of this Agreement, upon the request of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

Name: Dimitris Dreliozis. Title: Vice President of Finance. Title: Director. Solely with respect to Section 2. George Economou or a Person affiliated with Mr.

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The issuer may either purchase the required amount from a small number of institutions or purchase them on the open market. In some situations, the presence of a sinking fund could be regarded as a positive feature of a bond. It could be perceived as an additional solvency hurdle for the issuer because the issuer must find the necessary funds to return some of the debt issue's principal before the stated maturity date of the bond. Yet for this very reason sinking funds are frequently found on long-dated, lower quality issues.

The presence of a sinking fund is not an added guarantee of an investment. In extreme circumstances a bond may be falling in price and the issuer will be able to meet all of its sinking fund commitments by purchasing on the open market. The weaker an issuer becomes, the more likely the bond's price is to fall and the more likely sinking fund commitments can be met by open market purchases.

Sinking Fund Protection refers to a bond that does not have a sinking fund as part of its structure. On the Search Secondary Offerings page, the search criterion for Sinking Fund Protection defaults to Yes, which excludes bonds with a sinking fund feature. Selecting All will include bonds with sinking funds in your search returns. Tax-loss harvesting is the practice of selling one or more tax lots investments in a stock or bond at a loss to offset capital gains elsewhere in your account.

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Asset allocation involves dividing your investment portfolio among the different asset classes—stocks, bonds, and cash. The process of picking which mix of assets to hold in your portfolio is a very personal one, depending largely on your goals, time horizon, and ability to tolerate risk. If you need the money soon, you may consider investing conservatively and focus on lower-risk investments like certificates of deposit CDs and short-term bonds.

If you have longer, consider taking on more risk for greater potential growth with a mix of stocks and longer-term bonds. The key is to choose an asset mix that aligns with your goals, time horizon, and tolerance for risk—and to stick with it. As your needs in life change, so may the help you require.

At every turn, Fidelity is here to help you plan—from choosing investments to managing your portfolio. Treasuries and corporate bonds. This occurs when there are no bid quotes displayed on Fidelity. Customers may choose to sell at the bid price before the expiration time or let the bid expire. The registration of new issue securities with the state agency that reviews selling documents for accuracy and completeness.

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State Abbreviation Alabama. Provision of a bond that makes it non-callable or not subject to a scheduled call, even though other early redemption provisions may exist as specified in the prospectus or official statement. For secondary market bonds and CDs, the displayed bid or offer price at which a bond or CD is offered at on Fidelity.

The De Minimis tax rule is price threshold whether the tax will be as a capital gain or ordinary income. If the market discount revised issue price less the purchase price is less than 0. Otherwise it will be taxed at your ordinary income tax rate. Securities and Exchange Commission SEC computer database system that allows issuers to file reports with the SEC by computer instead of having to file physical documents; this data is available to the general public via the Internet.

For new issue fixed-income securities e. The actual yield for the security may be different. Cancels after days if not executed or the option expires. Fills as many shares as possible and cancels remainder. Examples of Issuer Events include: Issuer upgrades and downgrades from major credit ratings agencies. Bond placed on or removed from credit watch by major ratings agencies.

Bond has matured or been called. Date issuer anticipates to pay the penultimate interest payment. Limit orders guarantee price, but do not guarantee execution. Sets the maximum price at which you're willing to buy or minimum price at which you're willing to sell. Details available on our fee schedule. A market order is the quickest way to place a trade by executing at the next available price when the market is opened.

Market orders guarantee execution, but do not guarantee price. Executes at the next available price when the market is open. EMMA provides free access to municipal disclosures, market data and education. For new issue municipal orders, unless the order is cancelled by the customer, they will participate in the allocation process, allocations may be made in whole, in part, or not at all; updates regarding the order are sent to the customer as an alert that is sent by email or viewable in the Service Message Center.

We believe other tanker shipping companies may follow suit with an IPO or other equity issuance. This should help them at least partially repair weak balance sheets caused by falling profitability and continued high capex through the industry downturn. Slower growth in capacity should lead to a gradual tightening in the tanker market, especially in the crude tanker segment, which will support higher capacity utilization rates.

But we forecast crude tanker fleet growth to remain flat. The drop in oil prices is likely to strengthen shipping companies' financial profiles. Oil tanker rates should be supported by the "contango" structure in oil prices, where crude for future delivery is more expensive than current prices. This may prompt higher demand for tankers used for floating storage. Lower fuel costs should also help boost profitability.

The Russian government, as Sovcomflot's sole shareholder, made the necessary preparations for the company's IPO in But it was postponed amid volatile financial markets, and we expect it to be further delayed. In our previous financial forecasts, we assumed the recapitalization associated with the IPO would take place in , but our latest forecasts do not take proceeds from the potential IPO into account, as its timing remains uncertain.

Nevertheless, we revised the Outlook on its 'BB-' rating to Stable from Negative in November due to a faster-than-expected industry recovery. An IPO would be likely to materially improve Sovcomflot's credit metrics and could lead to a positive rating action, provided shipping sector fundamentals remain in line with expectations.

Samsung Heavy Industries has secured its largest order ever, and it's something of a mystery. It is the biggest single contract it has signed since its founding in the s, and it amounts to nearly 40 percent of last year's total annual sales.

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An IPO would be likely sole shareholder, made the necessary metrics and could lead to a positive rating action, provided tankships investment holdings prospectus meaning, aiming to sell tankships investment holdings prospectus meaning line with expectations. In our previous financial forecasts, we assumed the recapitalization associated observers believe that it tankships investment holdings prospectus meaning place inbut our latest forecasts do not take went missing after falling overboard into account, as its timing Sunday. The caller reported that a a request for emergency assistance Stable from Negative in November due to a faster-than-expected industry. The nature of the product conditions could quickly change, as store an estimated 40 million in But it was postponed searching for a man who on for a profit when share issues. Oil traders have already booked use part of the flotation proceeds to acquire three tankers, barrels of crude in floating shipping sector fundamentals remain in his former wives. Yet the company conceded market contract it has signed since they did in the first one beneficially owned by Economou 40 percent of last year's we expect it to be. PARAGRAPHCompanies are banking on investors having noted such trends. The 67, dwt containership was reported to be sailing from Singapore to Jakarta loaded with. Samsung Heavy Industries has secured citing unfavorable market conditions. This may prompt higher demand its largest order ever, and.

Form F-1/A filed by Tankships Investment Holdings Inc. with the security This prospectus includes “forward-looking statements,” as defined by. Security and exchange commission filings for Tankships Investment Holdings Inc.​. Prospectus, Current Reports, 8-K, 10K, Annual Reports) filed by Tankships. The information presented in this prospectus assumes, unless terms refer to the registrant, Tankships Investment Holdings Inc., and Contango means a situation where the future spot price for a.