sc13dza

0000950123-10-084218.txt : 20100907 0000950123-10-084218.hdr.sgml : 20100906 20100907162642 ACCESSION NUMBER: 0000950123-10-084218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100907 DATE AS OF CHANGE: 20100907 GROUP MEMBERS: ELIOS INVESTMENTS INC. GROUP MEMBERS: ENTREPRENEURIAL SPIRIT HOLDINGS INC. GROUP MEMBERS: FABIANA SERVICES S.A. GROUP MEMBERS: GOODWILL SHIPPING COMPANY LIMITED GROUP MEMBERS: SPHINX INVESTMENT CORP. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Economou George CENTRAL INDEX KEY: 0001308557 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVUNUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DryShips Inc. CENTRAL INDEX KEY: 0001308858 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81450 FILM NUMBER: 101060279 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 011-30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 SC 13D/A 1 y86502sc13dza.htm AMENDMENT #8 TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities and Exchange Act of 1934

(Amendment No. 8)

DryShips Inc.

(Name of Issuer)

Common Stock, par value $0.01, per share

(Title of Class of Securities)

Y2109Q101

(CUSIP Number)

George Economou
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece
011 30-210-8090570

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 16, 2010

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.


*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		Y2109Q101


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) George Economou


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC, BK, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Greece

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			44,931,746 (1)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			44,931,746 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

	44,931,746 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	13.9%

14	TYPE OF REPORTING PERSON

	IN

(1) Mr. Economou may be deemed to beneficially own 44,931,746 common shares (“Common Shares”) of DryShips Inc. (the “Company”) consisting of:

(i) 10,944,910 Common Shares owned by Elios Investments Inc. (“Elios”), a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation controlled by Mr. Economou, the beneficiaries of which are Mr. Economou and members of his family (the “Foundation”), 5,500,000 Common Shares owned by Fabiana Services S.A., a Marshall Islands corporation controlled by Mr. Economou (“Fabiana”) and 254,512 Common Shares owned by Goodwill Shipping Company Limited, a Malta corporation controlled by Mr. Economou (“Goodwill”);

(ii) 963,667 Common Shares owned by Sphinx Investment Corp., a Marshall Islands corporation controlled by Mr. Economou (“Sphinx”) and 3,500,000 Common Shares that are issuable upon the exercise of 3,500,000 warrants that are also owned by Sphinx, all of which, (a) are immediately exercisable at an average exercise price of $22.50 per Common Share other than 500,000 warrants that are exercisable on October 8, 2010 at an exercise price of $30 per Common Share and (b) expire on April 7, 2014; and

(iii) 23,768,657 Common Shares that are issuable upon the conversion of 33,955,224 shares of Series A Convertible Preferred Stock of the Company owned by the Entrepreneurial Spirit Holdings Inc., a Liberian Corporation that is wholly-owned by the Foundation (“Entrepreneurial Spirit Holdings”), in accordance with the terms and subject to the conditions contained in the Securities Purchase Agreement, dated July 9, 2009, by and between the Company and Entrepreneurial Spirit Holdings and the sellers named therein (the “Securities Purchase Agreement”).

The warrants referenced in (ii) above are included in Exhibit 3 to the Schedule 13D/A that was filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2010 and the Securities Purchase Agreement referenced in (iii) above was included in Exhibit C to the Schedule 13D/A that was filed with the Commission on March 17, 2009.


CUSIP No.		Y2109Q101


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Elios Investments Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Republic of the Marshall Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,944,910

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			10,944,910

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

	10,944,910

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	3.7%

14	TYPE OF REPORTING PERSON

	CO


CUSIP No.		Y2109Q101


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fabiana Services S.A.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Republic of the Marshall Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			5,500,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

	5,500,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	1.9%

14	TYPE OF REPORTING PERSON

	CO


CUSIP No.		Y2109Q101


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sphinx Investment Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Republic of the Marshall Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,463,667 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			4,463,667 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

	4,463,667 (2)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	1.5%

14	TYPE OF REPORTING PERSON

	CO

(2) As mentioned above, these Common Shares consist of: (i) 963,667 Common Shares, and (ii) 3,500,000 Common Shares that are issuable upon the exercise of 3,500,000 warrants, all of which, (a) are immediately exercisable at an average exercise price of $22.50 per Common Share other than 500,000 warrants that are exercisable on October 8, 2010 at an exercise price of $30 per Common Share and (b) expire on April 7, 2014.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
EX-99.A
EX-99.B


CUSIP No.		Y2109Q101


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Goodwill Shipping Company Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Republic of Malta

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			254,512

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			254,512

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

	254,512

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	0.09%

14	TYPE OF REPORTING PERSON

	CO


CUSIP No.		Y2109Q101


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Entrepreneurial Spirit Holdings Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Republic of Liberia

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			23,768,657 (3)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			23,768,657 (3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

	23,768,657 (3)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	7.5%

14	TYPE OF REPORTING PERSON

	CO

(3) As mentioned above, these 23,768,657 Common Shares are issuable upon the conversion of 33,955,224 shares of Series A Convertible Preferred Stock of the Company, in accordance with the terms and subject to the conditions contained in the Securities Purchase Agreement.

CUSIP No. Y2109Q101

The purpose of this Amendment No. 8 to the Schedule 13D is to (i) correct the ownership percentages that were previously reported by certain Reporting Persons in Amendment No. 7 to the Schedule 13D that was filed with the Commission on March 15, 2010, and (ii) report the entry by George Economou, one of the Reporting Persons, into a lock-up agreement with Deutsche Bank Securities, Inc. (“Deutsche Bank”), which is described in Item 6 herein. As of the date hereof, no Common Shares were acquired by the Reporting Persons that have not been previously reported.

Item 1. Security and Issuer.

No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.

Item 2. Identity and Background.

No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.

Item 3. Source and Amount of Funds or Other Consideration.

No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.

Item 4. Purpose of Transaction.

No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.

Item 5. Interest in Securities of the Issuer.

According to American Stock Transfer & Trust Company, the Company’s transfer agent, there were 294,830,621 Common Shares issued and outstanding as of September 2, 2010. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:

Mr. Economou may be deemed to beneficially own 44,931,746 Common Shares representing approximately 13.9% of the total outstanding Common Shares. This percentage ownership is based on 322,099,278 Common Shares outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 294,830,621 Common Shares outstanding, 23,768,657 Common Shares related to the potential conversion of the 33,955,224 shares of Series A Convertible Preferred Stock of the Company held by Entrepreneurial Spirit Holdings and 3,500,000 Common Shares issuable upon the potential exercise of warrants to purchase the same number of Common Shares held by Sphinx. Mr. Economou has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 44,931,746 Shares. Mr. Economou has the sole power to dispose or direct the disposition of 0 Shares and has shared power to dispose or direct the disposition of 44,931,746 Shares.

Elios may be deemed to beneficially own 10,944,910 Common Shares representing 3.7% of the total outstanding Common Shares. Elios has the sole power to vote or direct the vote of 0 Shares and has the shared power to vote or direct the vote of 10,944,910 Common Shares. Elios has the sole power to dispose or direct the disposition of 0 Common Shares the shared power to dispose or direct the disposition of 10,944,910 Common Shares.

Fabiana may be deemed to beneficially own 5,500,000 Common Shares representing 1.9% of the total outstanding Common Shares. Fabiana has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 5,500,000 Shares. Fabiana has the sole power to dispose or direct the disposition of 0 Common Shares and has shared power to dispose or direct the disposition of 5,500,000 Common Shares.

Sphinx may be deemed to beneficially own 4,463,667 Common Shares representing 1.5% of the total outstanding Common Shares. This percentage ownership is based on 298,330,621 Common Shares outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 294,830,621 Common Shares outstanding and (ii) 3,500,000 Common Shares issuable upon the potential exercise of warrants to purchase the same number of Common Shares held by Sphinx. Sphinx has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,463,667 Shares. Sphinx has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 4,463,667 Common Shares.

Goodwill may be deemed to beneficially own 254,512 Common Shares representing 0.09% of the total outstanding Common Shares. Goodwill has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 254,512 Common Shares. Goodwill has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 254,512 Common Shares.

Entrepreneurial Spirit Holdings beneficially owns 23,768,657 Common Shares representing 7.5% of the total outstanding Common Shares. This percentage ownership is based on 318,599,278 Common Shares outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 294,830,621 Common Shares outstanding and 23,768,657 Common Shares related to the potential conversion of the 33,955,224 shares of Series A Convertible Preferred Stock of the Company held by Entrepreneurial Spirit Holdings. Entrepreneurial Spirit Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 23,768,657 Common Shares. Entrepreneurial Spirit Holdings has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 23,768,657 Common Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On September 7, 2010, George Economou entered into a lock-up agreement with Deutsche Bank in connection with a public at the market offering by the Company, whereby Mr. Economou agreed, among other things, not to sell, pledge or transfer the economic ownership of any Common Shares until December 6, 2010, without the prior written consent of Deutsche Bank as sales agent for the offering. This lock-up agreement is attached hereto as Exhibit B.

Other than as described in the paragraph above, there have been no material changes from the Schedule 13D/A that was filed with the Commission on March 15, 2010.

Item 7. Material to be Filed as Exhibits.

Exhibit A: Agreement between the Reporting Persons to file jointly.

Exhibit B: Lock-Up Agreement dated September 7, 2010

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 7, 2010


		/s/ George Economou

		George Economou*

		ELIOS INVESTMENTS INC.

		BY: Name:		/s/ Dr. Renato Cefai Dr. Renato Cefai
		Title:		Sole Director

		FABIANA SERVICES S.A.

		BY: Name:		/s/ Andri Papadopoulou Andri Papadopoulou
		Title:		Sole Director

		GOODWILL SHIPPING COMPANY LIMITED

		BY: MARE SERVICES LTD.

		BY: Name:		/s/ Dr. Clarissa Cefai Dr. Clarissa Cefai
		Title:		Director

		SPHINX INVESTMENT CORP.

		BY: MARE SERVICES LTD.

		BY: Name:		/s/ Dr. Clarissa Cefai Dr. Clarissa Cefai
		Title:		Director

		ENTREPRENEURIAL SPIRIT HOLDINGS INC.

		BY: MARE SERVICES LTD.

		BY: Name:		/s/ Dr. Clarissa Cefai Dr. Clarissa Cefai
		Title:		Director


*		The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

EX-99.A 2 y86502exv99wa.htm EX-99.A exv99wa

EXHIBIT A

Joint Filing Agreement

The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the shares of common stock of DryShips, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D/A jointly on behalf of each such party.

Dated: September 7, 2010


/s/ George Economou George Economou

ELIOS INVESTMENTS INC.


BY: Name:		/s/ Dr. Renato Cefai Dr. Renato Cefai
Title:		Sole Director

FABIANA SERVICES S.A.


BY: Name:		/s/ Andri Papadopoulou Andri Papadopoulou
Title:		Sole Director

GOODWILL SHIPPING COMPANY LIMITED

BY: MARE SERVICES LTD.


BY: Name		/s/ Dr. Clarissa Cefai Dr. Clarissa Cefai
Title:		Director

SPHINX INVESTMENT CORP.

BY: MARE SERVICES LTD.


BY: Name:		/s/ Dr. Clarissa Cefai Dr. Clarissa Cefai
Title:		Director

ENTREPRENEURIAL SPIRIT HOLDINGS INC.

BY: MARE SERVICES LTD.


BY: Name:		/s/ Dr. Clarissa Cefai Dr. Clarissa Cefai
Title:		Director

EX-99.B 3 y86502exv99wb.htm EX-99.B exv99wb

EXHIBIT B

Lock-Up Agreement dated September 7, 2010

DEUTSCHE BANK SECURITIES, INC.
60 Wall Street, 44th Floor
New York, New York 10005

Re: Proposed Offering by DryShips Inc.

Ladies and Gentlemen:

The undersigned, a stockholder, officer and director of DryShips Inc., a Marshall Islands corporation (the “Company”), understands that Deutsche Bank Securities Inc. (“Deutsche Bank”) proposes to enter into a Sales Agreement (the “Sales Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Registration Statement on Form F-3. In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Deutsche Bank that, during a period of 90 days from the date of the most recently filed Prospectus Supplement(as defined in the Sales Agreement), the undersigned will not, without the prior written consent of Deutsche Bank, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Deutsche Bank, provided that (1) Deutsche Bank receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

(1) as a bona fide gift or gifts; or

(2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin).

Notwithstanding the foregoing, if:

(1) during the last 17 days of the 90-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Deutsche Bank waives, in writing, such extension.

The undersigned hereby acknowledges and agrees that written notice of any extension of the 90-day lock-up period pursuant to the previous paragraph will be delivered by Deutsche Bank to the Company (in accordance with Section 12 of the Sales Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 90-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received confirmation from the Company that the 90-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired.

The undersigned hereby waives, until the expiration of this agreement, any rights of the undersigned to sell any Lock-Up Securities or any other security issued by the Company pursuant to the Registration Statement and acknowledges and agrees that until the expiration of this agreement, the undersigned will not request the Company to register under the Securities Act of 1933 such Lock-Up Securities or other securities beneficially owned by the undersigned.

The undersigned understands and agrees that the agreements of the undersigned are irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

Notwithstanding the foregoing, this agreement shall terminate and be of no further force and effect upon a decision by Deutsche Bank Securities Inc. or the Company not to proceed with the sale of any Securities prior to the first sale of Securities under the Sales Agreement, which decision shall be set forth in writing and delivered to each of the parties hereto and to the Company.


	Very truly yours,
	Signature:	/s/ George Economou
	Print Name:	George Economou

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