Common Stock, par value $0.01, per share
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(Title of Class of Securities)
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Y2109Q101 (Common Shares)
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(CUSIP Number)
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William S. Haft
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
+1-212-506-3740
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 30, 2015
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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Y2109Q101
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
George Economou
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
|
3.
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SEC USE ONLY
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|
4.
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SOURCE OF FUNDS
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WC, BK, OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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218,067,177 Common Shares (1)
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9.
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SOLE DISPOSITIVE POWER
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0 Common Shares
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10.
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SHARED DISPOSITIVE POWER
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218,067,177 Common Shares (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
218,067,177 Common Shares (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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28.2%(2)
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14.
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TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No.
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Y2109Q101
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1.
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NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Sifnos Shareholders Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
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SEC USE ONLY
|
||
4.
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SOURCE OF FUNDS
|
|
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
|
|
0 Common Shares
|
8.
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SHARED VOTING POWER
|
|
100,000,000 Common Shares(3)
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9.
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SOLE DISPOSITIVE POWER
|
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0 Common Shares
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10.
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SHARED DISPOSITIVE POWER
|
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100,000,000 Common Shares(3)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
100,000,000 Common Shares(3)
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.0% (4)
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14.
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TYPE OF REPORTING PERSON
|
|
CO
|
||
CUSIP No.
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Y2109Q101
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1.
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NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Elios Investments Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
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SEC USE ONLY
|
||
4.
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SOURCE OF FUNDS
|
||
WC
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
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SHARED VOTING POWER
|
|
10,944,910 Common Shares
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9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
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SHARED DISPOSITIVE POWER
|
|
10,944,910 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10,944,910 Common Shares
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.4%
|
14.
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TYPE OF REPORTING PERSON
|
|
CO
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CUSIP No.
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Y2109Q101
|
1.
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NAME OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Fabiana Services S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
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(b)
|
[_]
|
||
3.
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SEC USE ONLY
|
||
4.
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SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
18,800,000 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
18,800,000 Common Shares
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
18,800,000 Common Shares
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.4%
|
14.
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TYPE OF REPORTING PERSON
|
|
CO
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CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Sphinx Investment Corp.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
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SEC USE ONLY
|
||
4.
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SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
58,105,667 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
58,105,667 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
58,105,667 Common Shares
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.5%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Goodwill Shipping Company Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Malta
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
254,512 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
254,512 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
254,512 Common Shares
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.03%
|
14.
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TYPE OF REPORTING PERSON
|
|
CO
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CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Entrepreneurial Spirit Holdings Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
SC
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of Liberia
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
29,962,088 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
29,962,088 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
29,962,088 Common Shares
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.9%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
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CUSIP No.
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Y2109Q101
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Exhibit A:
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Agreement between the Reporting Persons to file jointly.
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Exhibit B:
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Series B Preferred Stock Certificate of Designation, incorporated by reference to the Issuer's Report on Form 6-K furnished to the Commission on January 6, 2016.
|
/s/ George Economou
|
||
George Economou*
|
||
ELIOS INVESTMENTS INC.
|
||
BY:
|
/s/ Dr. Renato Cefai
|
|
Name:
|
Dr. Renato Cefai
|
|
Title:
|
Sole Director
|
|
FABIANA SERVICES S.A.
|
||
BY:
|
/s/ Andri Papadopoulou
|
|
Name:
|
Andri Papdopoulou
|
|
Title:
|
Sole Director
|
|
GOODWILL SHIPPING COMPANY LIMITED
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
|
SPHINX INVESTMENT CORP.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
|
ENTREPRENEURIAL SPIRIT HOLDINGS INC.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
|
SIFNOS SHAREHOLDERS INC.
|
||
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
*
|
The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
|
/s/ George Economou
|
|
George Economou
|
ELIOS INVESTMENTS INC.
|
||
BY:
|
/s/ Dr. Renato Cefai
|
|
Name:
|
Dr. Renato Cefai
|
|
Title:
|
Sole Director
|
FABIANA SERVICES S.A.
|
||
BY:
|
/s/ Andri Papadopoulou
|
|
Name:
|
Andri Papadopoulou
|
|
Title:
|
Sole Director
|
GOODWILL SHIPPING
COMPANY LIMITED |
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
SPHINX INVESTMENT CORP.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
ENTREPRENEURIAL SPIRIT HOLDINGS INC.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
SIFNOS SHAREHOLDERS INC.
|
|||
BY:
|
/s/ Dr. Adriano Cefai
|
||
Name:
|
Dr. Adriano Cefai
|
||
Title:
|
Director of Mare Services Limited
|