20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
	OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _________________

Commission file number 001-37889

TOP SHIPS INC.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece

(Address of principal executive offices)

Alexandros Tsirikos, (Tel) +30 210 812 8107, info@topships.org

1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TOPS	Nasdaq Capital Market
Preferred Stock Purchase Rights		Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

NONE

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2020, 39,831,972 shares of common stock, par value $0.01 per share, were outstanding.

Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐	Accelerated filer  ☒
Non-accelerated filer  ☐	Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒	U.S. GAAP
☐	International Financial Reporting Standards as issued by the International Accounting Standards Board
☐	Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☒

TABLE OF CONTENTS

PART I		3
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	3
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3.	KEY INFORMATION	3
ITEM 4.	INFORMATION ON THE COMPANY	32
ITEM 4A.	UNRESOLVED STAFF COMMENTS	51
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	51
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	65
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	68
ITEM 8.	FINANCIAL INFORMATION.	71
ITEM 9.	THE OFFER AND LISTING.	72
ITEM 10.	ADDITIONAL INFORMATION	72
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	87
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	88
PART II		88
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	88
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	88
ITEM 15.	CONTROLS AND PROCEDURES	88
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	90
ITEM 16B.	CODE OF ETHICS	91
ITEM 16C.	PRINCIPAL AUDITOR AND SERVICES	91
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	91
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	91
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	91
ITEM 16G.	CORPORATE GOVERNANCE	91
ITEM 16H.	MINE SAFETY DISCLOSURE	92
PART III		92
ITEM 17.	FINANCIAL STATEMENTS	92
ITEM 18.	FINANCIAL STATEMENTS	92
ITEM 19.	EXHIBITS	92

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts.

TOP Ships Inc. desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. This annual report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this annual report, statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “continue,” “possible,” “likely,” “may,” “should,” and similar expressions identify forward-looking statements.

The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

● our ability to maintain or develop new and existing customer relationships with major refined product importers and exporters, major crude oil companies and major commodity traders, including our ability to enter into long-term charters for our vessels;

● our future operating and financial results;

● our future vessel acquisitions, our business strategy and expected and unexpected capital spending or operating expenses, including any dry-docking, crewing, bunker costs and insurance costs;

● our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

● oil and chemical tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;

● our ability to take delivery of, integrate into our fleet, and employ any newbuildings we may acquire or order in the future and the ability of shipyards to deliver vessels on a timely basis;

● the aging of our vessels and resultant increases in operation and dry-docking costs;

● the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;

● significant changes in vessel performance, including increased vessel breakdowns;

● the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;

● our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially acceptable rates or at all;

● changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;

● our ability to comply with additional costs and risks related to our environmental, social and governance policies;

● potential liability from litigation and our vessel operations, including discharge of pollutants;

● changes in general economic and business conditions;

● general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events, including “trade wars,” piracy or acts by terrorists;

● changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;

● the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values;

● potential liability from future litigation and potential costs due to any environmental damage and vessel collisions;

● the length and severity of epidemics and pandemics, including the ongoing global outbreak of the novel coronavirus (“COVID-19”) and its impact on the demand for commercial seaborne transportation and the condition of the financial markets; and

● and other important factors described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission, or the SEC.

You should not place undue reliance on forward-looking statements contained in this annual report because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this annual report are qualified in their entirety by the cautionary statements contained in this annual report.

Any forward-looking statements contained herein are made only as of the date of this annual report, and except to the extent required by applicable law or regulation we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

2

PART I

ITEM 1.         IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2.         OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.         KEY INFORMATION

Unless the context otherwise requires, as used in this annual report, the terms “Company,” “we,” “us,” and “our” refer to TOP Ships Inc. and all of its subsidiaries, and “TOP Ships Inc.” refers only to TOP Ships Inc. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.  References to our “Fleet Manager” or “CSI” are to Central Shipping Inc, a related party of ours, which performs the day-to-day management of our fleet. Throughout this annual report, the conversion from Euros, or €, to U.S. dollars, or $, is based on the U.S. dollar/Euro exchange rate of 0.8141 as of December 31, 2020, unless otherwise specified.

A.         Selected Financial Data

The following table sets forth our selected Statement of Comprehensive (Loss)/Income and Balance Sheet Data (“historical consolidated financial information”) and other operating data as of and for the periods indicated. Our selected historical consolidated financial information as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 is derived from our audited consolidated financial statements included in “Item 18. Financial Statements” herein. The selected historical consolidated financial information as of December 31, 2016, 2017 and 2018 and for the years ended December 31, 2016 and 2017 is derived from our audited consolidated financial statements that are not included in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.

The information provided below should be read in conjunction with “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements, related notes and other financial information included herein.

Following the one-for-ten reverse stock split of our issued and outstanding common shares effective on February 22, 2016, a one-for-twenty reverse stock split of our issued and outstanding common shares effective on May 11, 2017, a one-for-fifteen reverse stock split of our issued and outstanding common shares effective on June 23, 2017, a one-for-thirty reverse stock split of our issued and outstanding common shares effective on August 3, 2017, a one-for-two reverse stock split of our issued and outstanding common shares effective on October 6, 2017, a one-for-ten reverse stock split of our issued and outstanding common shares effective on March 26, 2018, a one-for-twenty reverse stock split of our issued and outstanding common shares effective on August 22, 2019 and a one-for twenty-five reverse stock split of our issued and outstanding common shares effective on August 10, 2020, all share and per share amounts disclosed throughout this annual report, in the table below and in our consolidated financial statements have been retroactively updated to reflect this change in capital structure, unless otherwise indicated. Please see “Item 4. Information on the Company—History and Development of the Company”.

3

U.S. Dollars in thousands, except per share data
STATEMENT OF COMPREHENSIVE INCOME/(LOSS)	2016			2017			2018			2019			2020
Time charter revenues		28,433			39,363			39,442			61,695			60,222
Time charter revenues from related parties		-			-			1,606			1,311			-
Voyage charter revenue		-			-			-			3,082			-
Total charter revenue		28,433			39,363			41,048			66,088			60,222
Voyage expenses		736			999			1,020			3,038			1,994
Operating lease expense1		-			-			-			7,054			755
Bareboat charter hire expense1		6,299			6,282			6,282			-			-
Amortization of prepaid bareboat charter hire1		1,577			1,657			1,657			-			-
Vessel operating expenses		9,913			13,444			14,826			22,786			21,024
Dry-docking costs		-			-			-			399			356
Management fees-related parties		1,824			4,730			7,765			2,443			5,627
General and administrative expenses		2,906			5,805			6,997			1,730			1,932
Other operating (income)/loss		(3,137	)		(914	)		-			-			4,800
Vessel depreciation		3,467			5,744			6,390			12,392			13,174
Impairment on vessels		-			-			-			12,310			-
Loss on sale of vessels		-			-			-			-			12,355
Operating income/(loss)		4,848			1,616			(3,889	)		3,936			(1,795	)
Interest and finance costs		(3,093	)		(15,793	)		(9,662	)		(18,077	)		(20,956	)
(Loss)/gain on derivative financial instruments		(698	)		(301	)		1,821			1,601			(814	)
Interest income		-			13			130			133			34
Equity (losses)/gains on investments		-			(27	)		291			778			713
Other (expense)/income, net		(5	)		1,120			180			-			-
Impairment on unconsolidated joint ventures		-			-			-			(3,144	)		-
Net income/(loss) and comprehensive income/(loss)		1,052			(13,372	)		(11,129	)		(14,773	)		(22,818	)
Deemed dividend for beneficial conversion feature of Series B & E convertible preferred stock		(1, 403	)		-			-			(9,339	)		(1,067	)
Deemed dividend equivalents on outstanding Series E Preferred Shares related to redemption value		-			-			-			(4,227	)		(3,099	)
Series E Preferred Shares Dividend		-			-			-			(2,650	)		(1,796	)
Net loss attributable to common shareholders		(351	)		(13,372	)		(11,129	)		(30,989	)		(28,780	)
Attributable to:
Common stock holders		(351	)		(13,404	)		(11,134	)		(30,989	)		(28,780	)
Non-controlling interests		-			32			5			-			-
Loss per share, basic and diluted	$	(351,000	)	$	(6,302.00	)	$	(306.20	)	$	(264.63	)	$	(1.22	)
Weighted average common shares outstanding, basic and diluted		1			2,127			36,362			117,104			23,517,479
Other comprehensive loss
Effective portion of changes in fair value of interest swap contracts		-			-			-			(1,361	)		-
Total other comprehensive loss		(351	)		(13,372	)		(11,129	)		(32,350	)		(28,780	)
Attributable to:
Common stock holders		(351	)		(13,404	)		(11,134	)		(32,350	)		(28,780	)
Non-controlling interests		-			32			5			-

⁽¹⁾ New guidance on Leases was implemented on January 1, 2019 and as permitted under the transition rules we elected not to restate comparative figures

4

U.S. dollars in thousands, unless otherwise stated	2016		2017		2018		2019		2020
BALANCE SHEET DATA
Current assets		4,541		29,055		5,288		50,742		45,086
Total assets		143,317		220,448		258,488		444,890		293,032
Current liabilities, including current portion of long-term debt		20,033		25,581		36,819		75,417		25,414
Non-current liabilities		76,022		87,593		117,388		263,716		133,400
Total debt		84,539		103,949		140,655		309,007		104,619
Stockholders’ and mezzanine equity		45,521		107,274		104,281		105,757		134,218
Preferred stock		-		1		1		1		1
Common stock		-		-		-		3		398

OTHER FINANCIAL DATA

	2016			2017			2018			2019			2020
FLEET DATA
Total number of vessels at end of period (including leased vessels)		6.0			7.0			8.0			12.0			6.0
Average number of vessels(1)		5.0			6.8			7.3			11.1			9.5
Total calendar days for fleet(2)		1,812			2,496			2,670			4,055			3,483
Total available days for fleet(3)		1,812			2,495			2,668			4,032			3,442
Total operating days for fleet(4)		1,799			2,491			2,663			3,959			3,363
Total time charter days for fleet		1,799			2,491			2,663			3,884			3,363
Total spot (voyage) days for fleet		-			-			-			75			-
Fleet utilization(5)		99.28	%		99.81	%		99.81	%		98.17	%		97.68	%

	2016		2017		2018		2019		2020
AVERAGE DAILY RESULTS
Time charter equivalent(6)	$	15,396	$	15,403	$	15,031	$	16,233	$	17,314
Vessel operating expenses(7)	$	5,470	$	5,386	$	5,552	$	5,619	$	6,037
General and administrative expenses(8)	$	1,604	$	2,323	$	2,620	$	427	$	555

U.S. dollars in thousands	2016		2017		2018		2019		2020
Adjusted EBITDA(9)	$	16,186	$	16,405	$	10,911	$	36,470	$	30,002

(1)	Average number of vessels is the number of vessels that constituted our fleet (including chartered in vessels) for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
(2)	Calendar days are the total days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet over the relevant period and affect both the amount of revenues and expenses that we record during that period.
(3)	Available days are the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. Our definition of Available days may not be the same as reported by other companies in the shipping industry or other industries.
(4)	Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that vessels actually generate revenue. Our definition of Operating days may not be the same as reported by other companies in the shipping industry or other industries.
(5)	Fleet utilization is calculated by dividing the number of operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning.
(6)	Time charter equivalent rate, or TCE rate, is a measure of the average daily revenue performance of a vessel. Our definition of TCE may not be the same as reported by other companies in the shipping industry or other industries. Our method of calculating TCE rate is determined by dividing TCE revenues by operating days for the relevant time period. TCE revenues are revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, but are payable by us in the case of a voyage charter, as well as commissions. TCE revenues and TCE rate, which are non-U.S. GAAP measures, provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure. We use TCE rates and TCE revenues to compare period-to-period changes in our performance and it assists investors and our management in evaluating our financial performance. The following table below reflects the reconciliation of TCE revenues to revenues as reflected in the consolidated statements of operations and our calculation of TCE rates for the periods presented.

5

U.S. dollars in thousands, except average daily time charter equivalent and total operating days	2016			2017			2018			2019			2020
On a consolidated basis
Total Revenues	$	28,433		$	39,363		$	41,048		$	66,088		$	60,222
Less:
Voyage expenses		(736	)		(999	)		(1,020	)		(3,038	)		(1,994	)
Time charter equivalent revenues	$	27,697		$	38,364		$	40,028		$	63,050		$	58,228
Total operating days		1,799			2,491			2,663			3,884			3,363
Average Daily Time Charter Equivalent (TCE)	$	15,396		$	15,403		$	15,031		$	16,233		$	17,314

(7)	Daily vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.
(8)	Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.
(9)	Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization (Adjusted EBITDA), is not a measure prepared in accordance with U.S. GAAP. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), operating lease expenses, losses on sale of vessels and other operating losses indirectly connected with sale of vessels (i.e. Time Charter Termination Fees), asset impairments, and gains/losses on derivative financial instruments. Adjusted EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods of interest, gain/loss on financial instruments, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), operating lease expenses, losses on sale of vessels and other operating losses indirectly connected with sale of vessels (i.e. Time Charter Termination Fees), asset impairments and which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods. This non-U.S. GAAP measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP.  In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our definition of Adjusted EBITDA may not be the same as reported by other companies in the shipping industry or other industries. Adjusted EBITDA does not represent and should not be considered as an alternative to operating income or cash flow from operations, as determined in accordance with U.S. GAAP.

U.S. dollars in thousands	2016		2017			2018			2019			2020
Net (loss)/income and comprehensive (loss)/income		1,052		(13,372	)		(11,129	)		(14,773	)		(22,818	)
Add: Bareboat charter hire expenses		6,299		6,282			6,282			-			-
Add: Amortization of prepaid bareboat charter hire		1,577		1,657			1,657			-			-
Add: Operating lease expense		-		-			-			7,054			755
Add: Vessel depreciation		3,467		5,744			6,390			12,392			13,174
Add: Impairment on vessel		-		-			-			12,310			-
Add: Impairment on unconsolidated joint ventures		-		-			-			3,144			-
Add: Interest and finance costs		3,093		15,793			9,662			18,077			20,956
Add: Loss/(gain) on derivative financial instruments		698		301			(1,821	)		(1,601	)		814
Add: Loss on sale of vessels		-		-			-			-			12,355
Add: Other operating loss (Time Charter Termination Fees)		-		-			-			-			4,800
Less: Interest income		-		-			(130	)		(133	)		(34	)
Adjusted EBITDA		16,186		16,405			10,911			36,470			30,002

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B.         Capitalization and Indebtedness

Not Applicable.

C.         Reasons for the Offer and Use of Proceeds

Not Applicable.

D.         Risk Factors

The following risks relate principally to the industry in which we operate and our business in general. Any of these risk factors could materially and adversely affect our business, financial condition or operating results and the trading price of our common shares.

Summary of Risk Factors

● The international tanker industry has historically been both cyclical and volatile and this may lead to reductions and volatility in our charter rates, our vessel values, our revenues, earnings and cash flow results.

● Our financial results may be adversely affected by the ongoing outbreak of COVID-19, and the related governmental responses thereto.

● Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business

● The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future.

● Volatile economic conditions throughout the world could have an adverse impact on our operations and financial results.

● The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows and ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

● Volatility of LIBOR and potential changes of the use of LIBOR as a benchmark could affect our profitability, earnings and cash flow.

● We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

● We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

● Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

● The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings.

● An over-supply of tanker capacity may lead to reductions in charter hire rates and profitability.

● If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our common shares.

● Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business.

● The U.K.’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

● Acts of piracy on ocean-going vessels could adversely affect our business.

● An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

● Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

● We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

● We were recently subject to litigation and we may be subject to similar or other litigation in the future.

● As of the date of this annual report our operating fleet consists of seven tankers. Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition.

● We expect to be dependent on a limited number of customers for a large part of our revenues, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

● Newbuilding projects are subject to risks that could cause delays.

● Our financing facilities contain restrictive covenants that may limit our liquidity and corporate activities, and could have an adverse effect on our financial condition and results of operations.

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● Servicing current and future debt, including financings committed under sale and leaseback (“SLB”) agreements, will limit funds available for other purposes and impair our ability to react to changes in our business.

● If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.

● Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, the performance of our charters and the creditworthiness of our charterers.

● The industry for the operation of tanker vessels and the transportation of oil, petroleum products and chemicals is highly competitive and we may not be able to compete for charters with new entrants or established companies with greater resources.

● A limited number of financial institutions hold our cash.

● Our President, Chief Executive Officer and Director, who may be deemed to beneficially own, directly or indirectly, 100% of our Series D Preferred Shares and our Series E Preferred Shares has control over us.

● We may be unable to attract and retain key management personnel and other employees in the international tanker shipping industry, which may negatively impact the effectiveness of our management and our results of operations.

● If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

● If we expand our business, we will need to improve our operations and financial systems and staff; if we cannot improve these systems or recruit suitable employees, our performance may be adversely affected.

● A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial condition.

● An increase in operating costs could decrease earnings and available cash.

● The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

● Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel’s useful life, which would adversely affect our business, results of operations and financial condition.

● Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

● We may not have adequate insurance to compensate us if we lose any vessels that we acquire.

● We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.

● Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

● Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels.

● The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

● Maritime claimants could arrest our vessels or vessels we acquire, which could interrupt our cash flow.

● Governments could requisition our vessels or vessels we acquire during a period of war or emergency, resulting in loss of earnings.

● U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

● U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

● We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our stock price.

● Our share price may continue to be highly volatile, which could lead to a loss of all or part of a shareholder’s investment.

● There is no guarantee of a continuing public market for you to resell our common shares.

● Nasdaq may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

● We issued 39,484,159 common shares during 2020 through various transactions. Shareholders may experience significant dilution as a result of our offerings.

● Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.

● Future issuance of common shares may trigger anti-dilution provisions in our Series E Preferred Shares and affect the interests of our common shareholders.

● We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

● It may not be possible for investors to serve process on or enforce U.S. judgments against us.

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● Our By-laws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

● We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.

● Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or acquisition, which could reduce the market price of our common shares.

● We are dependent on our Fleet Manager to perform the day-to-day management of our fleet.

● Our Fleet Manager is a privately held company and there may be limited or no publicly available information about it.

● Our Fleet Manager may have conflicts of interest between us and its other clients.

RISKS RELATED TO OUR INDUSTRY

The international tanker industry has historically been both cyclical and volatile and this may lead to reductions and volatility in our charter rates, our vessel values, our revenues, earnings and cash flow results.

The international tanker industry in which we operate is cyclical, with attendant volatility in charter hire rates, vessel values and industry profitability. For tanker vessels, the degree of charter rate volatility has varied widely. Please see “—The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future.” Currently, all of our vessels are employed on time charters. However, changes in spot rates and time charter rates can affect the revenues we receive from operations in the event our charterers default or seek to renegotiate the charter hire, as well as the value of our vessels, even if our vessels are employed under long-term time charters. Our ability to re-charter our vessels on the expiration or termination of their time or bareboat charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker markets and several other factors outside of our control. If we enter into a charter when charter rates are low, our revenues and earnings will be adversely affected. A decline in charter hire rates will also likely cause the value of our vessels to decline.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessels and changes in the supply and demand for oil, chemicals and other liquids our vessels carry. Factors affecting the supply and demand for our vessels are outside of our control and are unpredictable. The nature, timing, direction and degree of changes in the tanker industry conditions are also unpredictable.

Factors that influence demand for tanker vessel capacity include:

● supply and demand for petroleum products and chemicals carried;

● changes in oil production and refining capacity resulting in shifts in trade flows for oil products;

● the distance petroleum products and chemicals are to be moved by sea;

● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts and work stoppages;

● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;

● environmental and other legal and regulatory developments;

● economic slowdowns caused by public health events such as the ongoing COVID-19 pandemic;

● currency exchange rates;

● weather, natural disasters and other acts of God;

● competition from alternative sources of energy, other shipping companies and other modes of transportation; and

● international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.

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The factors that influence the supply of tanker capacity include:

● the number of newbuilding deliveries;

● current and expected newbuilding orders for vessels;

● the scrapping rate of older vessels;

● speed of vessel operation;

● vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels;

● the price of steel and vessel equipment;

● technological advances in the design and capacity of vessels;

● potential conversion of vessels for alternative use;

● changes in environmental and other regulations that may limit the useful lives of vessels;

● port or canal congestion;

● the number of vessels that are out of service at a given time, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire, including those that are in drydock for the purpose of installing exhaust gas cleaning systems, known as scrubbers; and

● changes in global petroleum and chemical production.

The factors affecting the supply 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. Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil, petroleum products and chemicals over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.

Our financial results may be adversely affected by the ongoing outbreak of COVID-19, and the related governmental responses thereto.

Since the beginning of calendar year 2020, the outbreak of COVID-19 that originated in China in late 2019 and that has spread to most nations around the globe has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including travel bans, quarantines, and other emergency public health measures, and a number of countries implemented lockdown measures. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the adverse impact on the global economy and the rate environment for tanker and other cargo vessels may deteriorate further and our operations and cash flows may be negatively impacted. Relatively weak global economic conditions during periods of volatility have and may continue to have a number of adverse consequences for tanker and other shipping sectors, including, among other things:

● low charter rates, particularly for vessels employed on short-term time charters or in the spot market;

● decreases in the market value of tanker vessels and limited second-hand market for the sale of vessels;

● limited financing for vessels;

● loan covenant defaults; and

● declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.

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The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen, even after the pandemic itself diminishes or ends. Companies, including us or our Fleet Manager, have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while some other businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to the COVID-19 pandemic. Our crews face risk of exposure to COVID-19 as a result of travel to ports in which cases of COVID-19 have been reported. Our shore-based personnel likewise face risk of such exposure, as we maintain offices in areas that have been impacted by the spread of COVID-19.

Measures against COVID-19 in a number of countries have restricted crew rotations on our vessels, which may continue or become more severe. As a result, in 2020, we experienced and may continue to experience disruptions to our normal vessel operations caused by increased deviation time associated with positioning our vessels to countries in which we can undertake a crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew fatigue and may continue to do so, which may result in delays or other operational issues. We have had and expect to continue to have days in which our vessels are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage. We may also incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment. In 2020, delays in crew rotations have also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on board and may continue to do so.

The COVID-19 pandemic and measures in place against the spread of the virus have led to a more difficult environment in which to dispose of vessels given difficulty to physically inspect vessels. The impact of COVID-19 has also resulted in reduced industrial activity in China with temporary closures of factories and other facilities, labor shortages and restrictions on travel. We believe these disruptions along with other seasonal factors, including lower demand for some of the cargoes we carry, have contributed to lower tanker rates in 2020 and up to the date of this annual report.

Epidemics may also affect personnel operating payment systems through which we receive revenues from the chartering of our vessels or pay for our expenses, resulting in delays in payments. Organizations across industries, including ours, are rightly focusing on their employees’ well-being, whilst making sure that their operations continue undisrupted and at the same time, adapting to the new ways of operating. As such employees are encouraged or even required to operate remotely which significantly increases the risk of cyber security attacks.

While it is still too early to fully assess the overall impact that COVID-19 will have on our financial condition and operations and on the tanker industry in general, we assess that the tanker charter rates have been reduced significantly as a result of COVID-19 and that the tanker industry in general and our Company specifically are likely to continue to be exposed to volatility in the near term.

Further, containment measures and quarantine restrictions adopted by many countries worldwide have caused significant impact on our ability to embark and disembark crew members and on our seafarers themselves. As a result, since the outbreak of COVID-19 and as of the date of this annual report, we have encountered certain prolonged delays and surrounding complexities in embarking and disembarking crew onto our ships which further resulted in increased operational costs and decreased revenues by reason of off-hires associated with crew rotation, quarantine measures and related logistical complications associated with supplying our vessels with spares or other supplies.

The occurrence or continued occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of the COVID-19 or other epidemics could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and ability to pay dividends.

Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business

Public health threats, such as the COVID-19 outbreak (as described more fully above), influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, the timing of completion of any outstanding or future newbuilding projects, as well as the operations of our customers.

The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future.

The Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from brokers around the world regarding crude oil fixtures for various routes and oil tanker vessel sizes, has been volatile. For example, in 2020, the BDTI reached a high of 1,550 and a low of 403. The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI but for petroleum product fixtures, has similarly been volatile. In 2020, the BCTI reached a high of 2,190 and a low of 309. Although the BDTI and BCTI were 600 and 515, respectively, as of April 20, 2021, there can be no assurance that the crude oil and petroleum products charter market will increase, and the market could again decline. This volatility in charter rates depends, among other factors, on (i) the demand for crude oil and petroleum products, (ii) the inventories of crude oil and petroleum products in the United States and in other industrialized nations, (iii) oil refining volumes, (iv) oil prices, and (v) any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries.

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If the charter rates in the oil tanker market decline from their current levels, our future earnings may be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our loan agreements.

Volatile economic conditions throughout the world could have an adverse impact on our operations and financial results.

Among other factors, we face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world.

The world economy continues to face a number of challenges. Concerns persist regarding the debt burden of certain European countries and their ability to meet future financial obligations and the overall stability of the euro. A renewed period of adverse development in the outlook for the financial stability of European countries, or market perceptions concerning these and related issues, could reduce the overall demand for oil and chemicals, and thus for shipping and our services, and thereby could affect our financial position, results of operations and cash available for distribution. In addition, turmoil and hostilities in the Middle East and other geographic areas and countries may negatively impact the world economy.

A general deterioration in the global economy may also cause a decrease in worldwide demand for certain goods and, thus, shipping. In the past, economic and governmental factors, together with concurrent declines in charter rates and vessel values, have had a material adverse effect on our results of operations, financial condition and cash flows, causing the price of our common shares to decline.

European countries have recently experienced relatively slow growth. Over the past several years, the credit markets in Europe have experienced significant contraction, deleveraging and reduced liquidity, and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Worldwide economic conditions have in the past impacted, and could in the future impact, lenders’ willingness to provide credit to us and our customers. If economic conditions in Europe preclude or limit financing, we may not be able to obtain financing on terms that are acceptable to us, or at all, even if conditions outside Europe remain favorable for lending.

The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows and ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. Beginning in February 2020, due in part to fears associated with the spread of COVID-19 (as more fully described above), global financial markets experienced volatility and a steep and abrupt downturn, followed by a recovery, which volatility may continue as the COVID-19 pandemic continues. Credit markets and the debt and equity capital markets have been distressed and the uncertainty surrounding the future of the global credit markets has resulted in reduced access to credit worldwide, particularly for the shipping industry. These issues, along with significant write-offs in the financial services sector, the re-pricing of credit risk and the uncertain economic conditions, have made, and may continue to make, it difficult to obtain additional financing. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all. Economic conditions and the economic slow-down resulting from COVID-19 and the intentional governmental responses to the virus may also adversely affect the market price of our common shares.

Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the availability and cost of obtaining money from the public and private equity and debt markets has become more difficult. Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt, and reduced, and in some cases ceased, to provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, or that we will be able to refinance our existing and future credit facilities, on acceptable terms or at all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise. The ongoing COVID-19 outbreak has negatively impacted, and may continue to negatively impact, global economic activity, demand for energy, and funds flows and sentiment in the global financial markets. Continued economic disruption caused by the continued failure to control the spread of the virus could significantly impact our ability to obtain additional debt financing.

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Volatility of LIBOR and potential changes of the use of LIBOR as a benchmark could affect our profitability, earnings and cash flow.

The London Interbank Offered Rate (“LIBOR”) is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to be eliminated or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of any of our future variable rate indebtedness and obligations. LIBOR has been volatile in the past, with the spread between LIBOR and the prime lending rate widening significantly at times. Currently only one of our debt facilities has interest rates that fluctuate with changes in LIBOR, however significant changes in LIBOR could have a material effect on the amount of interest payable on any future indebtedness, which in turn, could have an adverse effect on our financial condition.

Furthermore, the calculation of interest in most financing agreements in our industry has been based on published LIBOR rates. Due in part to uncertainty relating to the LIBOR calculation process, in recent years, it is likely that LIBOR will be phased out in the future. As a result, lenders have insisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as the base for the interest calculation with their cost-of-funds rate. If we are required to agree to such a provision in future financing agreements, our lending costs could increase significantly, which would have an adverse effect on our profitability, earnings and cash flow. In addition, the banks currently reporting information used to set LIBOR will likely stop such reporting after 2021, when their commitment to reporting information ends. The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has proposed an alternative rate to replace U.S. Dollar LIBOR: the Secured Overnight Financing Rate, or “SOFR.” The impact of such a transition from LIBOR to SOFR could be significant for us.

In order to manage any future exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to effectively fix any floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from LIBOR to SOFR or other alternative rates.

We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

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 will operate or are registered, which can significantly affect the operation of our vessels. These regulations include, but are not limited to the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and European Union regulations. Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. 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 air emissions, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. 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.

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 within the 200-mile exclusive economic zone around the United States. Events such as the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry, and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. An oil spill could result in significant liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although insurance covers 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, results of operations, cash flows and financial condition and our ability to pay dividends, if any, in the future.

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We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. 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, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. 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 International Convention for Safety of Life at Sea. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.

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. More specifically, on October 27, 2016, the International Maritime Organization’s Marine Environment Protection Committee (“MEPC”) announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from 3.5% to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.

Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. While currently all our vessels except for one have scrubbers installed, costs of compliance with these regulatory changes for our non-scrubber vessel may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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, or the Paris Agreement (discussed further below), 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 affects the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels, operating and maintaining our existing 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 may also be adversely affected.

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Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Our vessels may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected dry-docking costs, which may adversely affect our business and financial condition.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases (such as the ongoing outbreak of COVID-19), quarantine and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships or delay or re-routing, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil or chemicals. An oil or chemical spill may cause significant environmental damage, and the costs associated with a catastrophic spill 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 and chemicals transported in such tankers.

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 in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings. In addition, space at dry-docking facilities is sometimes limited and not all dry-docking facilities are conveniently located. We may be unable to find space at a suitable dry-docking facility or our vessels may be forced to travel to a dry-docking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to steam to more distant dry-docking facilities would decrease our earnings.

The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings.

The fair market value of our vessels may increase and decrease depending on the following factors:

● general economic and market conditions affecting the shipping industry;

● prevailing level of charter rates;

● competition from other shipping companies;

● types, sizes and ages of vessels;

● the availability of other modes of transportation;

● supply and demand for vessels;

● shipyard capacity;

● cost of newbuildings;

● price of steel;

● governmental or other regulations; and

● technological advances.

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If we sell any vessel at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying amount in our financial statements, in which case we will realize a loss. Vessel prices can fluctuate significantly, and in the case where the market value falls below the carrying amount, we will evaluate the vessel for a potential impairment adjustment.  If the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the vessel is less than its carrying amount, we may be required to write down the carrying amount of the vessel to its fair value in our financial statements and incur a loss and a reduction in earnings. During the year ended December 31, 2020, we incurred an aggregate loss of $12.4 million in connection with the sale of two of our vessels. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Impairment of Vessels.”

An over-supply of tanker capacity may lead to reductions in charter hire rates and profitability.

The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, petroleum products and chemicals, as well as strong overall economic growth of the world economy. If the capacity of new tankers delivered exceeds the capacity of such tankers being scrapped and lost, vessel capacity will increase, which could lead to reductions in charter rates. As of April 20, 2021, newbuilding orders have been placed for an aggregate of approximately 8% of the existing global tanker fleet with the bulk of deliveries expected during 2022.

An over-supply of oil tankers has already resulted in an increase in oil tanker charter hire rate volatility. If this volatility persists, we may not be able to find profitable charters for our vessels, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our common shares.

While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws, in 2020, and although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to ensure compliance with such laws, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions on charterers' instructions and without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could adversely affected.

The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.

Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions imposed by the governments of the U.S., European Union, and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. 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.S. government as state sponsors of terrorism. 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. Investor perception of the value of our common shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or territories that we operate in.

Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and available cash may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as the withdrawal of the U.K. from the European Union, or “Brexit,” terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and North Korea.

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Terrorist attacks such as those in Paris on November 13, 2015, Manchester on May 22, 2017, and the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Continuing conflicts and recent developments in the Middle East, including increased tensions between the U.S. and Iran, as well as the presence of U.S. or other armed forces in Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the 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. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs. Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.

Further, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In particular, leaders in the United States have indicated that the United States may seek to implement more protective trade measures. The results of the 2020 presidential election in the United States have created significant uncertainty about the future relationship between the United States, China and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs. For example, in March 2018, former President Trump announced tariffs on imported steel and aluminum into the United States that could have a negative impact on international trade generally and in January 2019, the United States announced expanded sanctions against Venezuela, which may have an effect on its oil output and in turn affect global oil supply. However, it is not yet clear how the new United States administration under President Biden may deviate from the former administration’s protectionist foreign trade policies. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on the shipping industry, and therefore our charterers and their business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.

In January 2020, in response to certain perceived terrorist activity, the United States launched an airstrike in Baghdad that killed a high-ranking Iranian general, increasing hostilities between the U.S. and Iran. This attack or further escalations between the U.S. and Iran that may follow, could result in retaliation from Iran that could potentially affect the shipping industry, through increased attacks on vessels in the Strait of Hormuz (which already experienced an increased number of attacks on and seizures of vessels in 2020), or by potentially closing off or limiting access to the Strait of Hormuz, where a significant portion of the world’s oil supply passes through. Any restriction on access to the Strait of Hormuz, or increased attacks on vessels in the area, could negatively impact our earnings, cash flow and results of operations.

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 such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows and financial position.

In addition, public health threats, such as the coronavirus, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, and the operations of our customers.

The U.K.’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business. On June 23, 2016, in a referendum vote commonly referred to as “Brexit” a majority of voters in the U.K. voted to exit the European Union. Since then, the U.K. and the EU negotiated the terms of a withdrawal agreement, which was approved in October 2019, ratified in January 2020 and effected in December 31, 2020. The U.K formally exited the European Union on January 31, 2020, although a transition period remained in place until December 2020 during which the U.K. was subject to the rules and regulations of the European Union while continuing to negotiate the parties’ relationship going forward, including trade deals. It is unclear what long-term economic, financial, trade and legal implications the withdrawal of the U.K. from the European Union would have and how such withdrawal would affect our business. In addition, Brexit may lead other European Union member countries to consider referendums regarding their European Union membership. Any of these events, along with any political, economic and regulatory changes that may occur could cause political and economic uncertainty and harm our business and financial results.

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Brexit contributes to considerable uncertainty concerning the current and future economic environment. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Arabian Sea, the Red Sea, the Gulf of Aden off the coast of Somalia, South China Sea, Sulu Sea, Celebes Sea, the Indian Ocean and in particular, the Gulf of Guinea, region off Nigeria, which has experienced increased incidents of privacy in recent years. Sea piracy incidents continue to occur. Acts of piracy could result in harm or danger to the crews that man our vessels.  If insurers or the Joint War Committee characterize the regions in which our vessels are deployed as “war risk” zones or “war and strikes” listed areas, respectively, premiums payable for insurance coverage could increase significantly and such coverage may be more difficult to obtain if available at all. In addition, crew costs, including costs that may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, least of all for bearing the cost of the applicable deductible(s) or unforeseen charges/costs, which could have a material adverse effect on us. In addition, hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows, financial condition 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.

An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

We anticipate a significant number of the port calls made by our vessels will continue to involve the loading or discharging of cargoes in ports in the Asia Pacific region. As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects. Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The year-over-year growth rate of China’s GDP was approximately 2.3% for the year ended December 31, 2020, as compared to approximately 6.0 % for the year ended December 31, 2019, and continues to remain below pre-2008 levels. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and “trade wars”. The International Monetary Fund has warned that continuing geopolitical tensions, between the United States and China could derail recovery from the impacts of COVID-19. Although the United States and China signed a trade agreement in early 2020, as further described below, there is no assurance that the Chinese economy will not experience a significant contraction in the future.

Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through state plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform. Limited price reforms were undertaken with the result that prices for certain refined petroleum products are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions. Notwithstanding economic reform, the Chinese government may adopt policies that favor domestic shipping and tanker companies and may hinder our ability to compete with them effectively. For example, China imposes a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere.

In addition, concerns regarding the possibility of sovereign debt defaults by European Union member countries, including Greece, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world. The possibility of sovereign debt defaults by European Union member countries, including Greece, and the possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the Chinese renminbi, could adversely affect consumer demand in the European Union. Moreover, the revaluation of the renminbi may negatively impact the United States’ demand for imported goods, many of which are shipped from China. Future weak economic conditions could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders. Our business, financial condition, results of operations, as well as our future prospects, will likely be materially and adversely affected by another economic downturn in any of the aforementioned countries and regions.

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Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of, delay in the loading, off-loading or delivery of, the contents of our vessels or the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, 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.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The efficient operation of our business is dependent on computer hardware and software systems both onboard our vessels and at our onshore offices. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information kept on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, misplaced data or data loss. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

RISKS RELATED TO OUR COMPANY

We were recently subject to litigation and we may be subject to similar or other litigation in the future.

We and certain of our current executive officers were defendants in purported class-action lawsuits pending in the U.S. District Court for the Eastern District of New York, brought on behalf of our shareholders. The lawsuits alleged violations of Sections 9, 10(b), 20(a) and/or 20A of the Securities Exchange Act of 1934, as amended, or the Exchange Act and Rule 10b-5 promulgated hereunder. In connection with these lawsuits, certain co-defendants requested that we indemnify and hold them harmless against all losses, including reasonable costs of defense, arising from the litigation, pursuant to the provisions of the Common Stock Purchase Agreement between us and Kalani.

On August 3, 2019 the Eastern District Court of New York dismissed the case with prejudice. On August 26, 2019, plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit. We filed our response briefs on November 26 and November 27, 2019, and plaintiffs/appellants filed their reply brief on December 11, 2019. The Court of Appeals held oral argument on March 10, 2020 and took the matter under advisement. On April 2, 2020, the Court of Appeals issued a summary order affirming the District Court’s decision dismissing Plaintiffs’ claims and denying leave to amend and the case is now finally concluded in our favor.

We may, from time to time, be a party to other litigation in the normal course of business. Monitoring and defending against legal actions, whether or not meritorious, is time-consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, our legal fees and costs incurred in connection with such activities and any legal fees of co-defendants for which we are deemed responsible may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. A decision adverse to our interests could result in the payment of substantial damages and could have a material adverse effect on our cash flow, results of operations and financial position.

With respect to any litigation, our insurance may not reimburse us or may not be sufficient to reimburse us for the expenses or losses we may suffer in contesting and concluding such lawsuit. Furthermore, our insurance does not cover legal fees associated with co-defendants. Substantial litigation costs, including the substantial self-insured retention that we are required to satisfy before any insurance applied to the claim, or an adverse result in any litigation may adversely impact our business, operating results or financial condition.

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As of the date of this annual report our operating fleet consists of seven tankers. Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition.

As of the date of this annual report, our operating fleet consists of four 50,000 dwt MR product tankers and three 157,000 dwt Suezmax crude oil tankers. Our MR product tanker fleet consists of M/T Nord Valiant, M/T Eco Marina Del Ray, M/T Eco Los Angeles and M/T Eco City of Angels. Our Suezmax fleet consists of M/T Eco Bel Air, M/T Eco Beverly Hills and M/T Eco West Coast. Furthermore, we have a 50% interest in M/T Eco Yosemite Park and M/T Eco Joshua Park, two 50,000 dwt product tankers. If these vessels are unable to generate revenue as a result of off hire time, early termination of the applicable time charter or otherwise, our business, results of operations, financial condition and ability to pay dividends on our common shares could be materially adversely affected.

We expect to be dependent on a limited number of customers for a large part of our revenues, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

During 2020, 100% of our revenues derived from six charterers, Stena Weco A/S, BP Shipping Limited (“BP”), Clearlake Shipping Pte Ltd (“Clearlake”), Trafigura Maritime Logistics Pte Ltd (“Trafigura”), Dampskibsselskabet NORDEN A/S (“DS Norden A/S”), Shell Tankers Singapore Private Limited (“Shell”) and Cargill International SA (“Cargill”). Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its 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 industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances, including as a result of the ongoing COVID-19 pandemic and various expenses. The combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of 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 one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Newbuilding projects are subject to risks that could cause delays.

As of the date of this annual report, we own interests in four companies that are party to shipbuilding contracts for four newbuilding vessels scheduled to be delivered in the second quarter of 2021 and in the first quarter of 2022. Newbuilding construction projects are subject to risks of delay inherent in any large construction project caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions, bankruptcy or other financial crisis of the shipyard, a backlog of orders at the shipyard, or any other events of force majeure. A shipyard's failure to complete the project on time may result in the delay of revenue from the vessel. Any such failure or delay could have a material adverse effect on our operating results as we will continue to incur other costs to operate our business.

Furthermore, we may need to incur additional borrowings or raise capital through the sale of additional equity or debt securities to complete our newbuilding program or acquire any additional vessels in the future. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. If we are not able to borrow additional funds, raise other capital or utilize available cash on hand, we may not be able to complete our newbuilding program or acquire other newbuilding or secondhand vessels, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. The capital commitments for the completion of our newbuilding program are non-recourse to us as the commitments are made by wholly owned subsidiaries whose performance is guaranteed by our Fleet Manager.

Our financing facilities contain restrictive covenants that may limit our liquidity and corporate activities, and could have an adverse effect on our financial condition and results of operations.

Our financing facilities either in the form of the bareboat charters in connection with the SLBs of our fleet or senior secured loan agreements contain, and any future financing facilities we may enter into are expected to contain, customary covenants, events of default and termination event clauses, including cross-default provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to incur additional indebtedness, pay dividends, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could also 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.

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Our financing facilities require us to maintain specified financial ratios, satisfy financial covenants and contain cross-default clauses and other representations, including the following:

● maintain a consolidated leverage ratio of not more than 75%;

● maintain market adjusted total assets minus total liabilities of at least $60 million,

● maintain minimum free liquidity of $0.5 million per operating vessel tanker but not less than $4.0 million in aggregate; and

● assure no change of control of the company takes place, except with the lessors prior written consent.

As of December 31, 2020, we are in compliance with all covenants in our financing facilities.

As a result of the restrictions in our financing facilities, or similar restrictions in our future financing facilities, we may need to seek permission from the owners of our leased vessels or banks that finance our vessels in order to engage in certain corporate actions. Their interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interest, which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenant requirements, could lead to defaults under our financing facilities or any future financing facilities. If we are not in compliance with our covenants and we are not able to obtain covenant waivers or modifications, the current or future owners of our leased vessels or the banks that finance our current of future vessels, as appropriate, could retake possession of our vessels or require us to pay down our indebtedness to a level where we are in compliance with our covenants or sell vessels in our fleet. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, such as the ongoing outbreak of COVID-9, may affect our ability to comply with these covenants. We could lose our vessels if we default on our financing facilities, which would negatively affect our revenues, results of operations and financial condition.

Servicing current and future debt (including SLBs) will limit funds available for other purposes and impair our ability to react to changes in our business.

We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures and other purposes. As of December 31, 2020, we had a total indebtedness of $107.0 million, excluding deferred finance fees. Our current or future debt could have other significant consequences on our operations. For example, it could:

● increase our vulnerability to general economic downturns and adverse competitive and industry conditions;

● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;

● limit our ability to raise additional financing on satisfactory terms or at all; and

● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.

Furthermore, our current or future interest expense could increase if interest rates increase. If we do not have sufficient earnings, we may be required to refinance all or part of our current or future debt, sell assets, borrow more money or sell more securities, and we cannot guarantee that the resulting proceeds therefrom, if any, will be sufficient to meet our ongoing capital and operating needs.

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If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.

We intend to continue to grow our fleet in the future in line with our strategy. Our future growth will primarily depend on our ability to:

● generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service);

● raise equity and obtain required financing for our existing and new operations;

● locate and acquire suitable vessels;

● identify and consummate acquisitions or joint ventures;

● integrate any acquired business successfully with our existing operations;

● our manager’s ability to hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;

● enhance our customer base; and

● manage expansion.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith.

Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, the performance of our charters and the creditworthiness of our charterers.

Our inability to re-charter our vessels and the actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our business strategy.

The industry for the operation of tanker vessels and the transportation of oil, petroleum products and chemicals is highly competitive and we may not be able to compete for charters with new entrants or established companies with greater resources.

We will employ our tankers and any additional vessels we may acquire in a highly competitive market that is capital intensive and highly fragmented. The operation of tanker vessels and the transportation of cargoes shipped in these vessels, as well as the shipping industry in general, is extremely competitive. Competition arises primarily from other vessel owners, including major oil companies as well as independent tanker shipping companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil, petroleum products and chemicals 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 fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us.

A limited number of financial institutions hold our cash.

A limited number of financial institutions, including institutions located in Greece, hold all of our cash. Our cash balances have been deposited from time to time with banks in Germany, Holland, Greece and Switzerland amongst others. Our cash balances are not covered by insurance in the event of default by these financial institutions. The occurrence of such a default could have a material adverse effect on our business, financial condition, results of operations and cash flows, and we may lose part or all of our cash that we deposit with such banks.

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Our President, Chief Executive Officer and Director, who may be deemed to beneficially own, directly or indirectly, 100% of our Series D Preferred Shares and our Series E Preferred Shares has control over us.

As of the date of this annual report, the Lax Trust, which is an irrevocable trust established for the benefit of certain family members of our President, Chief Executive Officer and Director, Mr. Evangelos J. Pistiolis, through Tankers Family Inc., may be deemed to beneficially own, directly or indirectly, all of the 100,000 outstanding Series D Preferred Shares. Each Series D Preferred Share carries 1,000 votes. In addition, the Lax Trust, through Family Trading Inc., a company related to Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, or Family Trading., may be deemed to beneficially own 11,264 Series E Perpetual Convertible Preferred Shares (“Series E Preferred Shares”) held by Family Trading, which represent all of the Series E Preferred Shares that are currently outstanding. Each Series E Preferred Share carries 1,000 votes.

By its beneficial ownership of 100% of our Series D Preferred Shares and Series E Preferred Shares, as of the date of this annual report, the Lax Trust may be deemed to beneficially own 73.7% of our total voting power and has control over our actions and to effectively control the outcome of matters on which our shareholders are entitled to vote, including the election of our directors and other significant corporate actions. The interests of the Lax Trust or the family of Mr. Pistiolis may be different from your interests.

As a prerequisite for the Navigare Lease (defined below), Mr. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease, under certain circumstances, and in exchange, we, among other things, amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

As of April 20, 2021, the Series E Preferred Shares are convertible into 10,147,748 common shares under certain circumstances. Pursuant to a Standstill Agreement, dated August 20, 2020, Family Trading agreed not to convert any of its Series E Preferred Shares into common shares until August 20, 2021, other than in connection with a change of control of us.

We may be unable to attract and retain key management personnel and other employees in the international tanker shipping industry, which may negatively impact the effectiveness of our management and our results of operations.

Our success depends to a significant extent upon the abilities and efforts of our management team. All of our executive officers are employees of Central Mare Inc., or Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, and we have entered into agreements with Central Mare for the compensation of Mr. Evangelos J. Pistiolis; Alexandros Tsirikos, our Chief Financial Officer and Director; Vangelis G. Ikonomou our Chief Operating Officer and Konstantinos Patis, our Chief Technical Officer. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations. We do not maintain “key man” life insurance on any of our officers.

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

Our Fleet Manager, is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels and all other vessels we may acquire. 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.

If we expand our business, we will need to improve our operations and financial systems and staff; if we cannot improve these systems or recruit suitable employees, our performance may be adversely affected.

Our current operating and financial systems may not be adequate if we implement a plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected.

A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial condition.

When we enter into a time charter or bareboat charter, rates under that charter are fixed throughout the term of the charter. If the spot charter rates in the tanker shipping industry become significantly lower than the time charter equivalent rates that some of our charterers are obligated to pay us under our then existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current or future loans or current leaseback obligations. If our current or future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of our leased vessels choose to repossess vessels in our fleet as a result of a default under the SLBs, our ability to continue to conduct our business would be impaired.

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An increase in operating costs could decrease earnings and available cash.

Vessel operating costs include the costs of crew, fuel (for spot chartered vessels), provisions, deck and engine stores, insurance and maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, primarily relating to insurance and enhanced security measures, have been increasing. If any vessels we have or will acquire suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-docking repairs are unpredictable and can be substantial. Increases in any of these expenses could decrease our earnings and available cash.

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our fleet ages, operating and other costs will increase. In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental 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 our vessels may engage. As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel’s useful life, which would adversely affect our business, results of operations and financial condition.

Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we estimate to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations and financial condition will be materially and adversely affected.

Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

We may expand our fleet through the acquisition of secondhand vessels. While we rigorously inspect previously owned or secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of warranties from the builders if the vessels we buy are older than one year. In general, the costs to maintain a vessel in good operating condition increase with the age and type of the vessel. In the case of chartered-in vessels, we run the same risks.

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 not have adequate insurance to compensate us if we lose any vessels that we acquire.

We carry insurance for all vessels we acquire against those types of risks commonly insured against by vessel owners and operators. These insurances include hull and machinery insurance, protection and indemnity insurance (which includes environmental damage and pollution insurance coverage), freight demurrage and defense and war risk insurance. Reasonable insurance rates can best be obtained when the size and the age/trading profile of the fleet is attractive. As a result, rates become less competitive as a fleet downsizes.

In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire. The insurers may not pay particular claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our revenue.

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We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.

We may be subject to increased premium payments, or calls, in amounts based on our claim records and the claim records of our Fleet 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. 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 and financial condition.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors.  These limitations in both the debt and equity capital markets may affect our ability to develop as our plans for growth may include accessing the equity and debt capital markets.  If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements.  The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. Charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel 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. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new vessels 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 charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

Our vessels may 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 vessel 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, results of operations, cash flows, financial condition and ability to pay dividends.

Maritime claimants could arrest our vessels or vessels we acquire, 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 that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels or vessels we acquire could result in a significant loss of earnings for the related off-hired period. In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own.

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Governments could requisition our vessels or vessels we acquire during a period of war or emergency, resulting in loss of earnings.

A government could requisition vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of any of our vessels or vessels we acquire could negatively impact our revenues should we not receive adequate compensation.

U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute “passive income” for this purpose. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

In general, income derived from the bareboat charter of a vessel should be treated as “passive income” for purposes of determining whether a foreign corporation is a PFIC, and such vessel should be treated as an asset which produces or is held for the production of “passive income.”  On the other hand, income derived from the time charter of a vessel should not be treated as “passive income” for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of “passive income.”

We believe that we were not a PFIC for our 2014 through 2020 taxable years and do not expect to be treated as a PFIC in subsequent taxable years. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute ‘‘passive income,’’ and the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given that the United States Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations as a result of us being treated as a PFIC.  Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, as discussed below under “Taxation– U.S. Federal Income Consequences—U.S. Federal Income Taxation of U.S. Holders”), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the common shares.  See “Taxation —U.S. Federal Income Consequences—U.S. Federal Income Taxation of U.S. Holders” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders as a result of our status as a PFIC.

We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not begin and end, in the United States is characterized as U.S. source shipping income and such income is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code. Although we have qualified for this statutory exemption in previous taxable years and have taken this position for U.S. federal income tax return reporting purposes in such taxable year, there are factual circumstances beyond our control that could cause us to lose the benefit of the exemption and thereby become subject to U.S. federal income tax on our U.S. source shipping income. Due to the factual nature of the issues involved, we may not qualify for exemption under Section 883 of the Code for any future taxable year. We intend to take the position for U.S. federal income tax reporting purposes that we are not subject to U.S. federal income taxation for the 2020 taxable year.

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We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our stock price.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a “foreign private issuer” the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Accordingly there may be less publicly available information concerning us than there is for other U.S. public companies. These factors could make our common shares less attractive to some investors or otherwise harm our stock price.

RISKS RELATED TO OUR COMMON SHARES

Our share price may continue to be highly volatile, which could lead to a loss of all or part of a shareholder’s investment.

The market price of our common shares has fluctuated widely since our common shares began trading in July of 2004 on the Nasdaq Stock Market LLC, or Nasdaq. Over the last few years, the stock market has experienced price and volume fluctuations, especially due to factors relating to the ongoing outbreak of COVID-19. This volatility has sometimes been unrelated to the operating performance of particular companies. During 2020, the price of our common shares experienced a high of $28.75 in January and a low of $0.95 in September. This market and share price volatility relating to the effects of COVID -19, as well as general economic, market or political conditions, has and could further reduce the market price of our common shares in spite of our operating performance and could also increase our cost of capital, which could prevent us from accessing debt and equity capital on terms acceptable to us or at all.

The market price of our common shares is affected by a variety of factors, including:

● fluctuations in interest rates;

● fluctuations in the availability or the price of oil and chemicals;

● fluctuations in foreign currency exchange rates;

● announcements by us or our competitors;

● changes in our relationships with customers or suppliers;

● actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry;

● changes in United States or foreign tax laws;

● actual or anticipated fluctuations in our operating results from period to period;

● shortfalls in our operating results from levels forecast by securities analysts;

● market conditions in the shipping industry and the general state of the securities markets;

● business interruptions caused by the ongoing outbreak of COVID-19;

● mergers and strategic alliances in the shipping industry;

● changes in government regulation;

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● a general or industry-specific decline in the demand for, and price of, shares of our common shares resulting from capital market conditions independent of our operating performance;

● the loss of any of our key management personnel;

● our failure to successfully implement our business plan;

● issuance of shares; and

● stock splits / reverse stock splits.

There is no guarantee of a continuing public market for you to resell our common shares.

Our common shares currently trade on the Nasdaq Capital Market. We cannot assure you that an active and liquid public market for our common shares will continue and you may not be able to sell your common shares in the future at the price that you paid for them or at all. The price of our common shares may be volatile and may fluctuate due to factors such as:

● actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

● mergers and strategic alliances in the shipping industry;

● market conditions in the shipping industry and the general state of the securities markets;

● changes in government regulation;

● shortfalls in our operating results from levels forecast by securities analysts; and

● announcements concerning us or our competitors.

Further, a lack of trading volume in our stock may affect investors’ ability to sell their shares. Our common shares have been experiencing low daily trading volumes in the market. As a result, investors may be unable to sell all or any of their shares in the desired time period, or may only be able to sell such shares at a significant discount to the previous closing price.

Nasdaq may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

On July 27, 2016, we transferred our Nasdaq listing from the Nasdaq Global Select Market to the Nasdaq Capital Market. Our common shares continue to trade on Nasdaq under the symbol “TOPS”. The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Select Market. We then fulfilled the listing requirements of the Nasdaq Capital Market and the approval of the transfer cured our deficiency under Nasdaq Listing Rule 5450(b)(1)(C).

On June 27, 2017, we received written notification from Nasdaq, indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Capital Market, set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until December 26, 2017. We regained compliance on August 17, 2017.

On October 10, 2017, we received written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Capital Market, set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until April 9, 2018. After requesting a grace period from Nasdaq, we regained compliance on April 11, 2018.

On March 11, 2019, we received written notification from Nasdaq, indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Capital Market, set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until September 9, 2019.

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On August 22, 2019 we effectuated a 20 to 1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). As a result, we regained compliance on September 5, 2019.

On December 26, 2019, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. On April 17, 2020 we received a written notification from Nasdaq granting an extension to the grace period for regaining compliance. On August 7, 2020 we effectuated a 25 to 1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). As a result, we regained compliance on August 25, 2020.

A continued decline in the closing price of our common shares on Nasdaq could result in suspension or delisting procedures in respect of our common shares. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted common shares, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting would likely decrease the attractiveness of our common shares to investors, will constitute a breach under certain of our credit agreements and constitute an event of default under certain classes of our preferred stock and cause the trading volume of our common shares to decline, which could result in a further decline in the market price of our common shares.

Finally, if the volatility in the market continues or worsens, it could have a further adverse effect on the market price of our common shares, regardless of our operating performance.

We issued 39,484,159 common shares during 2020 through various transactions. Shareholders may experience significant dilution as a result of our offerings.

We have already sold large quantities of our common shares pursuant to previous public and private offerings of our equity and equity-linked securities. We currently have an effective registration statement on Form F-3 (333-234281), for the registered sale of $200 million of our securities, of which we have sold $129.7 million. We also have 11,264 Series E Preferred Shares outstanding, which are convertible into approximately 10,147,748 shares as of April 20, 2021, under certain circumstances, and the Class B Warrants, discussed in “Item 4. Information on the Company—A. History and Development of the Company” and “Item 10. Additional Information—B. Memorandum and Articles of Association—2019 Class A Warrants and Class B Warrants” below, exercisable into 168,000 common shares. All of the Series E Preferred Shares are held by Family Trading. Pursuant to a Standstill Agreement, dated August 20, 2020, Family Trading agreed not to convert any of its Series E Preferred Shares into common shares until August 20, 2021, other than in connection with a change of control of us.

Purchasers of the common shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. In addition, we may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, debt prepayments, future vessel acquisitions, redemptions of our Series E Preferred Shares, or any future equity incentive plan, without shareholder approval, in a number of circumstances. Our existing shareholders may experience significant dilution if we issue shares in the future at prices below the price at which previous shareholders invested.

Our issuance of additional shares of common shares or other equity securities of equal or senior rank would have the following effects:

● our existing shareholders’ proportionate ownership interest in us will decrease;

● the amount of cash available for dividends payable on the shares of our common shares may decrease;

● the relative voting strength of each previously outstanding common share may be diminished; and

● the market price of the shares of our common shares may decline.

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Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.

We have issued a significant number of our common shares and we may do so in the future. Shares to be issued in future equity offerings could cause the market price of our common shares to decline, and could have an adverse effect on our earnings per share if and when we become profitable. In addition, future sales of our common shares or other securities in the public markets, or the perception that these sales may occur, could cause the market price of our common shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.

The market price of our common shares could decline due to sales, or the announcements of proposed sales, of a large number of common shares in the market, including sales of common shares by our large shareholders, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our common shares and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common shares or other equity-related securities would have on the market price of our common shares.

Our Third Amended and Restated Articles of Incorporation, as amended, authorize our Board of Directors to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common shares in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common shares have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

Future issuance of common shares may trigger anti-dilution provisions in our Series E Preferred Shares and affect the interests of our common shareholders.

The Series E Preferred Shares contain anti-dilution provisions that have been triggered by securities we have issued, including common shares, convertible preferred shares, and warrants, and could further be triggered by future issuances of the same or similar types of securities, depending on the offering price of equity issuances, the conversion price or formula of convertible shares or the exercise price or formula of warrants. Any issuance below the then applicable conversion price of the Series E Preferred Shares, could result in an adjustment downward of the Series E Preferred Shares conversion price and an increase in the number of common shares each Series E Share is converted into. These adjustments could affect the interests of our common shareholders and the trading price for our common shares. Furthermore the Series E Preferred Shares holders have the option to replace the fixed conversion price with a variable conversion price, namely 80% of the lowest daily Volume-Weighted Average Price (“VWAP”) of our common shares over the 20 consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice (but in no event can this variable conversion price be less than the Floor Price, please see Item 10. Additional Information - B. Memorandum and Articles of Association - Description of Series E Convertible Preferred Stock) and purchase such proportionate number of shares based on the variable conversion price in effect on the date of conversion. If using the variable conversion price of the Series E Preferred Shares, as of April 20, 2021, the Series E Preferred Shares have a conversion price of $1.11 and are convertible into 10,147,748 common shares per Series E Share under certain circumstances, as may be further adjusted. Moreover, future issuance of other equity or debt convertible into or issuable or exchangeable for common shares at a price per share less than the then current conversion price of the Series E Preferred Shares would result in similar adjustments. Pursuant to a Standstill Agreement, dated August 20, 2020, Family Trading agreed not to convert any of its Series E Preferred Shares into common shares until August 20, 2021, other than in connection with a change of control of us.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

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It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, all of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

Our By-laws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our By-laws provide that, unless we consent in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands, shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands, or (iv) any action asserting a claim governed by the internal affairs doctrine.  This forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.

We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.

Our By-laws include a forum selection provision as under the section herein entitled “Item 10. Additional Information—B. Memorandum and Articles of Association. However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our By-laws to be inapplicable or unenforceable in such action. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or acquisition, which could reduce the market price of our common shares.

Several provisions of our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, could make it difficult for our shareholders to change the composition of our Board of Directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include:

● authorizing our Board of Directors to issue “blank check” preferred stock without shareholder approval;

● providing for a classified Board of Directors with staggered, three-year terms;

● prohibiting cumulative voting in the election of directors;

● authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for the directors;

● prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

● limiting the persons who may call special meetings of shareholders; and

● establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at shareholder meetings.

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In addition, we have entered into a stockholders rights agreement, or the Stockholders Rights Agreement, that makes it more difficult for a third-party to acquire us without the support of our Board of Directors. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement.” These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may reduce the market price of our common shares and your ability to realize any potential change of control premium.

RISKS RELATED TO OUR RELATIONSHIP WITH OUR FLEET MANAGER AND ITS AFFILIATES

We are dependent on our Fleet Manager to perform the day-to-day management of our fleet.

Our executive management team, provided by Central Mare, consists of Evangelos J. Pistiolis; Alexandros Tsirikos, our Chief Financial Officer and Director; Vangelis G. Ikonomou our Chief Operating Officer and Konstantinos Patis, our Chief Technical Officer. We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Furthermore, upon delivery of any vessels we may acquire, we expect to subcontract their day-to-day management to our Fleet Manager. Our Fleet Manager is a related party affiliated with the family of Mr. Pistiolis. We are dependent on our Fleet Manager for the technical and commercial operation of our fleet as well as for all accounting and reporting functions and the loss of our Fleet Manager’s services or its failure to perform obligations to us could materially and adversely affect the results of our operations. If our Fleet Manager suffers material damage to its reputation or relationships it may harm our ability to:

● continue to operate our vessels and service our customers;

● renew existing charters upon their expiration;

● obtain new charters;

● obtain financing on commercially acceptable terms;

● obtain insurance on commercially acceptable terms;

● maintain satisfactory relationships with our customers and suppliers; and

● successfully execute our growth strategy.

Our Fleet Manager is a privately held company and there may be limited or no publicly available information about it.

Our Fleet Manager is a privately held company. The ability of our Fleet Manager to provide services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair our Fleet Manager’s financial strength, and there may be limited publicly available information about its financial condition. As a result, an investor in our common shares might have little advance warning of problems affecting our Fleet Manager, even though these problems could have a material adverse effect on us.

Our Fleet Manager may have conflicts of interest between us and its other clients.

We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Our Fleet Manager may provide similar services for vessels owned by other shipping companies, and it also may provide similar services to companies with which our Fleet Manager is affiliated. These responsibilities and relationships could create conflicts of interest between our Fleet Manager’s performance of its obligations to us, on the one hand, and our Fleet Manager’s performance of its obligations to its other clients, on the other hand. These conflicts may arise in connection with the crewing, supply provisioning and operations of the vessels in our fleet versus vessels owned by other clients of our Fleet Manager. In particular, our Fleet Manager may give preferential treatment to vessels owned by other clients whose arrangements provide for greater economic benefit to our Fleet Manager. These conflicts of interest may have an adverse effect on our results of operations.

ITEM 4.         INFORMATION ON THE COMPANY

A.         History and Development of the Company

Our predecessor, Ocean Holdings Inc., was formed as a corporation in January 2000 under the laws of the Republic of the Marshall Islands and renamed Top Tankers Inc. in May 2004. In December 2007, Top Tankers Inc. was renamed TOP Ships Inc. Our common shares are currently listed on Nasdaq under the symbol "TOPS." The current address of our principal executive office is 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. The telephone number of our registered office is +30 210 812 8000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC's Internet site is http://www.sec.gov. The address of our Internet site is https://www.topships.org.

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On January 2, 2018, the Compensation Committee recommended to our board of directors and the board of directors approved an award of $2.25 million, in cash as incentive compensation to Mr. Evangelos J. Pistiolis, or his nominee, to be distributed at his own discretion amongst executives.

On January 2, 2018, the Compensation Committee recommended to our board of directors and the board of directors approved an award of $1.25 million in cash as incentive compensation to CSM.

On January 5, 2018, we entered into an Amendment to the Note Purchase Agreement with Crede, pursuant to which we issued an unsecured promissory note in the original principal amount of $5.369 million with a single revolving option for an additional $4.631 million. On February 9, 2018 the Note Purchase Agreement was further amended to increase the last revolving option to $6.4 million and on the same date we exercised the said option in full.

On January 31, 2018, we acquired:

● 100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that had entered into a new building contract for a high specification 50,000 dwt Medium Range (“MR”) product/chemical tanker, M/T Eco Marina Del Ray, delivered from Hyundai Mipo Dockyard Co., Ltd. in South Korea in March 2019. We acquired the shares from an entity affiliated with our Chief Executive Officer for an aggregate purchase price of $3.95 million.

● 100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier (M/T Eco Bel Air) delivered from Hyundai Samho Heavy Industries Co. Ltd. in South Korea in April 2019. We acquired the shares from an entity affiliated with our Chief Executive Officer for an aggregate purchase price of $8.95 million.

● 100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier (M/T Eco Beverly Hills) delivered from Hyundai Samho Heavy Industries Co. Ltd. in South Korea and in May 2019. We acquired the shares from an entity affiliated with our Chief Executive Officer for an aggregate purchase price of $8.95 million.

● 10% of the issued and outstanding shares of Eco Seven Inc., a Marshall Islands company that owned M/T Stena Elegance, a high specification 50,000 dwt MR product/chemical tanker delivered in February 2017 from Hyundai Vinashin. We acquired the shares from an entity affiliated with our Chief Executive Officer for an aggregate purchase price of $1.6 million.  As a result of the transaction we own 100% of the issued and outstanding shares of Eco Seven Inc.

Each of the acquisitions was approved by a special committee of our board of directors, (the “Transaction Committee”), of which all of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained an opinion on the fairness of the consideration of this transaction from two independent financial advisors.

On February 20, 2018 we appointed AST as our new transfer agent and registrar. All of our directly held common shares have been transferred from Computershare to AST’s platform, with no action required by any shareholder regarding the change in our transfer agent. (AST can be reached as follows: American Stock Transfer & Trust Company, 55 Challenger Road Ridgefield Park, NJ 07660, Office: 201-806-4181).

On March 15, 2018, our 50% owned subsidiary City of Athens took delivery of M/T Eco Holmby Hills, a 50,000 dwt newbuilding product/chemical tanker constructed at the Hyundai Mipo Vinashin shipyard. On March 20, 2018 the vessel commenced its time charter agreement with Clearlake Shipping Pte Ltd.

On March 26, 2018, we effected a 1-for-10 reverse stock split.

In April of 2018, we extended the firm period of the time charter of M/T Eco Fleet with BP Shipping Limited for six months.

On May 25, 2018, we entered into an Equity Distribution Agreement, or the Equity Distribution Agreement, with Maxim Group LLC, or Maxim, as sales agent, under which we were permitted to offer and sell, from time to time through Maxim, up to $14.25 million of our common shares, par value $0.01 per share. On July 23, 2018, we terminated the Equity Distribution Agreement. During the term of the Equity Distribution Agreement, we sold an aggregate of 4,982 common shares for aggregate gross proceeds of $2.8 million.

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On May 23, 2018, we took delivery of our 50% owned 49,703 dwt newbuilding product/chemical tanker M/T Eco Palm Springs, constructed at the Hyundai Mipo Vinashin shipyard and on May 26, 2018 the vessel commenced its three year time charter employment with Clearlake Shipping Pte Ltd.

On June 29, 2018, we entered into a SLB and a 5 year time charter with Cargill, for our vessel M/T Eco Marina Del Ray.

On September 7, 2018 we took delivery of M/T Eco Palm Desert, a 50,000 dwt newbuilding product/chemical tanker constructed at the Hyundai Mipo Vinashin shipyard.

On October 24, 2018, we entered into a Securities Purchase Agreement with one institutional investor, pursuant to which we sold 4,000 of our common shares in a registered direct offering. We also issued warrants to purchase up to 7,000 shares at an exercise price of $750 per share (the “2018 Warrants”). Maxim Group LLC acted as the exclusive placement agent for the offering.

In October 2018, we agreed to enter into a three year time charter employment with Clearlake Shipping Pte Ltd for our product/chemical tanker M/T Eco Fleet.

In November 2018, we agreed a new time charter employment contract for 2 years with BP Shipping Ltd for our product/chemical tanker M/T Eco Revolution, which commenced in January 2019. In January 2020, we sold this vessel (see below for further information).

On December 3, 2018 we entered into an SLB with China Merchants Bank Financial Leasing (“CMBFL”), a non-affiliated party, for M/T Eco Bel Air and M/T Eco Beverly Hills. Consummation of the SLB took place in April and May 2019 respectively. Following the sale, we bareboat chartered back the vessels for a period of seven years at a bareboat hire of $1.5 million per quarter per vessel. As part of this transaction, we had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the sale were $91.4 million for both vessels.

On December 21, 2018 we entered into an SLB with Bank of Communications Financial Leasing Company (“BoComm Leasing”), a non-affiliated party, for M/T Nord Valiant and M/T Eco California. Consummation of the SLB took place on January 17, 2019 for M/T Nord Valiant and on January 30, 2019 for M/T Eco California. Following the sale, we bareboat chartered back M/T Nord Valiant for five years and for the M/T Eco California for seven years at a bareboat hire of $5,875 per day and $6,550 per day respectively. As part of this transaction, we have continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the sale were $21.7 million for M/T Nord Valiant and $24.1 million for M/T Eco California. We used $18.5 million of the SLB proceeds to prepay in full the outstanding loan on M/T Nord Valiant at that time (Tranche C of the ABN Facility).

On January 11, 2019, we entered into a warrant exchange agreement with the sole holder of the 2018 Warrants for the reduction of the exercise price of said warrants from $750 to $510. On the same date 300,000 2018 Warrants were exercised into 600 common shares. On February 5, 2019, we entered an amendment of the 2018 Warrants for the reduction of the exercise price of said warrants from $510 to $350. On the same date 714,285 2018 Warrants were exercised into 1,429 common shares. Between February 21 and February 25, 2019 the remaining 932,715 2018 Warrants were exercised into 1,865 common shares.

On January 30, 2019, we took delivery of M/T Eco California. On February 4, 2019 the vessel commenced its’ time charter agreement with Shell Tankers Singapore Private Limited (“Shell”). In November 2020, we sold this vessel (see below for further information.

On March 11, 2019, we received written notification from Nasdaq, indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Capital Market, set forth in Nasdaq Listing Rule 5450(a)(1). We regained compliance on September 9, 2019.

On March 13, 2019, we took delivery of M/T Eco Marina Del Ray. On March 18, 2019 the vessel commenced its time charter agreement with Cargill and concurrently agreements were consummated for the vessel’s SLB to Cargill.

On April 1, 2019, we announced the sale of 27,129 newly issued Series E Preferred Shares at a price of $1,000 per share to Family Trading, in exchange for the full and final settlement of the loan facility between us and Family Trading dated December 23, 2015, as amended. For more information please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” and “Item 10. Additional Information—B. Memorandum and Articles of Association.”

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On April 5, 2019, we announced the delivery to us of the 157,000 dwt newbuilding Suezmax vessel M/T Eco Bel Air, constructed at the Hyundai Samho shipyard in South Korea.

On May 9, 2019, we announced the delivery to us of the 157,000 dwt newbuilding Suezmax vessel M/T Eco Beverly Hills, constructed at the Hyundai Samho shipyard in South Korea.

On July 15, 2019, we entered into SLBs with Oriental Fleet International Company Limited, a non-affiliated party, for M/T Stenaweco Excellence, and on August 30, 2019 for M/T Stenaweco Energy and M/T Stenaweco Evolution. The sale of the M/T Stenaweco Excellence took place on July 15, 2019 and the sales of the M/T Stenaweco Energy and M/T Stenaweco Evolution took place on November 20, 2019. Prior to the aforementioned sale and lease backs, on November 20, 2019, we exercised the purchase options on the operating leases of the M/T Stenaweco Energy and M/T Stenaweco Evolution for a total of $47.9 million. Following the sales, we bareboat chartered back the three vessels for periods of ten years at bareboat hire rates comprising of financing principal based on straight-line amortization with a balloon payment at maturity plus interest based on the three months Libor plus 3.90% per day. As part of this transaction, we had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option is exercised and at the end of the ten-year period we have an obligation to purchase the vessels. The gross proceeds from the sale of the M/T Stenaweco Excellence were $25.6 million and the total gross proceeds for the M/T Stenaweco Energy and M/T Stenaweco Evolution were $45.8 million.

From July 25, 2019 to March 19, 2020, we redeemed 33,798 of Series E Preferred Shares for an aggregate purchase price of $38.9 million.

On July 31, 2019, all outstanding warrants that we issued on July 11, 2014 (the “2014 Warrants”) expired.

On August 22, 2019, we effected a 1-for-20 reverse stock split of our common shares. There was no change in the number of our authorized common shares. All share amounts in this report, not including amounts incorporated by reference, have been retroactively adjusted to reflect this reverse stock split.

On September 13, 2019, we closed an underwritten public offering of an aggregate of 63,200 common shares (or pre-funded warrants to purchase common shares in lieu thereof, the Pre-Funded Warrants), warrants, or the Traditional Warrants, to purchase up to 71,600 of our common shares and an overallotment option of up to 9,480 shares, together the September 2019 Transaction. This resulted in gross proceeds of $10.5 million before deducting underwriting discounts, commissions and other offering expenses. The gross proceeds include the partial exercise of 3,400 common shares of the underwriter’s over-allotment option granted in connection with the offering. From September 13 to December 31, 2019, 49,803 common shares were issued pursuant to the cashless exercise of 1,778,700 Traditional Warrants. The Traditional Warrants expired on December 31, 2019.

On October 14, 2019, we entered into a deed of Amendment for the AT Bank Bridge Facility Note dated March 22, 2019 in the amount of $10.5 million, or the AT Note, which among other things, extended the maturity date of the AT Bank Bridge Note for one year to March 31, 2021.

On November 6, 2019, we entered into a placement agent agreement with Maxim Group LLC relating to the sale of our securities, or the November 2019 Placement Agent Agreement. Pursuant to the November 2019 Placement Agent Agreement, we entered into a Securities Purchase Agreement, or the November 2019 Purchase Agreement, with certain institutional investors in connection with a registered direct offering of an aggregate of 168,000 of our common shares at a public offering price of $50.00 per share, registered on our Registration Statement on Form F-3 (333-215577), or the November 2019 Registered Offering. Concurrently with the November 2019 Registered Offering and pursuant to the November 2019 Purchase Agreement, we also commenced a private placement whereby we issued and sold Class A warrants to purchase up to 168,000 of our common shares, or the Class A Warrants, and Class B warrants to purchase up to 168,000 of our common shares, or the Class B Warrants.

On December 18, 2019, we purchased 100% of the issued and outstanding shares of Santa Catalina Inc., a Marshall Islands company that had entered into a new building contract for a high specification scrubber-equipped, 50,000 dwt MR product/chemical tanker to be named Eco Los Angeles delivered on February 10, 2020 from Hyundai Mipo Dockyard Co., Ltd. in South Korea. We acquired the shares from an entity affiliated with our Chief Executive Officer for an aggregate purchase price of $7.2 million. We also purchased 100% of the issued and outstanding shares of Santa Monica Inc., a Marshall Islands company that had entered into a new building contract for a high specification scrubber-equipped, 50,000 dwt MR product/chemical named Eco City of Angels delivered on February 17, 2020 from Hyundai Mipo Dockyard Co., Ltd. in South Korea. We acquired the shares from an entity affiliated with our Chief Executive Officer for an aggregate purchase price of $7.2 million. Following their delivery, both vessels entered into time charters with Trafigura for a firm duration of three years, with charterer’s option to extend for two additional years.

On December 26, 2019, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. On April 17, 2020 we received a written notification from Nasdaq granting an extension to the grace period for regaining compliance. On August 7, 2020 we effectuated a 25 to 1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). As a result, we regained compliance on August 25, 2020.

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On January 3, 2020, we announced that we agreed to sell two MR1 Product Tankers, the M/T Eco Fleet and the M/T Eco Revolution (each weighing 39,000 dwt) to unaffiliated third parties.  On January 14, 2020, the M/T Eco Revolution was delivered to its buyer and we received gross proceeds of $23.0 million, part of which were used to prepay in full the outstanding amount of $15.1 million under tranche A of our loan facility with ABN AMRO, or the ABN Facility.  On January 21, 2020, the M/T Eco Fleet was delivered to its buyer and we received $21.0 million, part of which were used to prepay in full the outstanding amount of $14.4 million under tranche B of the ABN Facility, resulting in the full prepayment of the ABN Facility. 

On February 10 and February 17, 2020 we took delivery of M/T Eco Los Angeles and M/T Eco City of Angels from the Hyundai Mipo Dockyard Co., Ltd. in South Korea respectively.

Between January 22 and February 21, 2020, all of the Class A Warrants (4,200,000 warrants) were exercised on a cashless basis into 67,200 of our common shares.

On February 12, 2020, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we could offer and sell, from time to time through Maxim, up to $5.0 million of our common shares. We completed the offering on March 4, 2020 and sold a total of 585,485 common shares.

On February 17, 2020, we announced the issuance of 16,004 Series E Preferred Shares to Family Trading, as settlement of the consideration outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from Mr. Pistiolis, our President, Chief Executive Officer and Director, and for dividends payable to Family Trading Inc. under already outstanding Series E Preferred Shares.

On February 21, 2020, we announced that our 50% owned subsidiaries which own M/T Holmby Hills and M/T Palm Springs entered into agreements to sell both vessels to unaffiliated third parties. On March 30, 2020, we announced the delivery of M/T Holmby Hills to an unaffiliated party.

On February 6, 2020, we announced that we agreed to sell two MR2 Product Tankers, the M/T Stenaweco Elegance and the M/T Palm Desert (each weighing 50,000 dwt) to unaffiliated third parties. On February 25, 2020, we announced the closing of the sale of the M/T Stenaweco Elegance and on March 23, 2020, we announced the conclusion of the sale of the M/T Palm Desert.

On March 11, 2020, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we could offer and sell, from time to time through Maxim, up to $5.0 million of our common shares.  We completed the offering on March 27, 2020 and sold a total of 2,107,708 common shares.

On March 30, April 15, April 27, April 28, May 14, May 19, June 7, June 10, June 14, June 23 and July 6, 2020, we closed registered direct offerings for the sale of an aggregate of 36,723,765 of our common shares for gross proceeds of $119.7 million with unaffiliated investors. Maxim acted as a placement agent for all of these registered direct offerings.

On April 20, 2020, we announced the closing of the sale of the MR Product Tanker, M/T Palm Springs, by our 50% owned subsidiary, Eco Nine Pte.

On April 24, 2020, we announced the purchase of 50% interests in two MR Product Tankers, M/T Yosemite Park and M/T Joshua Park from entities affiliated with our Chief Executive Officer for $27 million. Both vessels were delivered in March 2020 from Hyundai Mipo shipyard in South Korea.

On May 6, 2020 we purchased a 100% ownership interest in three Marshall Islands companies that each owned 100% interests in one scrubber-fitted 50,000 dwt one MR Product Tanker under construction in Hyundai Heavy Industries shipyard in South Korea, with attached time charters from entities affiliated with our Chief Executive Officer. The consideration amounted to $18 million and was scheduled to be paid in installments through the vessels’ delivery dates. The vessels, M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) were scheduled to be delivered in the first quarter of 2021. In January 2021, we sold these three shipowning companies, as described below under “Recent Developments”

On May 28, 2020, we acquired for $22 million from a company affiliated with our Chief Executive Officer, or the Suezmax Seller, a 50% ownership interest in two Marshall Island companies that each had a newbuilding contract for the construction of one scrubber-fitted 157,000 dwt eco Suezmax tanker, M/T Eco West Coast (Hull No 865) and M/T Eco Malibu (Hull No 866), under construction in Hyundai Heavy Industries shipyard in South Korea, with attached time charters. The M/T Eco West Coast was delivered to us in March 2021 and commenced its time charter upon delivery. The M/T Eco Malibu is scheduled to be delivered in May 2021. We had the option to acquire the other 50% ownership interest in both vessels from the Suezmax Seller at the same price until July 15, 2020. On June 18, 2020, we exercised both purchase options for a consideration of $22 million.

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On August 7, 2020, we effected a 1-for-25 reverse stock split of our common shares. There was no change in the number of our authorized common shares. All share amounts in this report, not including amounts incorporated by reference, have been retroactively adjusted to reflect this reverse stock split.

On August 17, 2020, we announced the authorization by our Board of Directors of a share repurchase program under which we could repurchase up to $5.1 million of our outstanding common shares, representing approximately 10% of our market capitalization as of August 14, 2020, for a period of three months (the “Repurchase Program”). No common stock purchases took place under the Repurchase Program.

On August 20, 2020, we announced that a company affiliated with our Chief Executive Officer, Mr. Pistiolis, purchased an aggregate of 100,000 of our common shares in the open market. In addition, we committed until August 21, 2021 that we would not (i) conduct any equity offerings, public or private; (ii) conduct any reverse stock splits; or (iii) pay any bonuses to our executive management. We also entered into a standstill agreement with Family Trading, pursuant to which Family Trading agreed not to convert any of its Series E Preferred Shares into common shares, other than in connection with a change of control of us.

On October 19, 2020, we announced the sale of M/T Stenaweco Excellence to an unaffiliated third party. The respective loan for which the vessel was collateral was fully prepaid.

On October 30, 2020, we announced the sale of M/T Stenaweco Energy to an unaffiliated third party. The respective loan for which the vessel was collateral was fully prepaid.

On November 6, 2020, we announced the sale of M/T Stenaweco Evolution to an unaffiliated third party. The respective loan for which the vessel was collateral was fully prepaid.

On November 13, 2020, we announced the sale of M/T Eco California to an unaffiliated third party. The respective loan for which the vessel was collateral was fully prepaid.

On December 4, 2020, we announced the entrance into a refinancing facility for M/T Eco Beverly Hills and M/T Eco Bel Air pursuant to which the vessels were sold to unaffiliated third parties and leased back through bareboat charters for a period of 5 years.

Recent Developments

On January 6, 2021, we sold to a related party affiliated with Mr. Evangelos J. Pistiolis (the “Buyer”) the three shipowning companies that own M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) in exchange for:

● $10.0 million in cash.

● 100% ownership in a Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted Suezmax Tanker currently under construction at Hyundai Samho shipyard with expected delivery in February 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a company affiliated with Mr. Evangelos J. Pistiolis, for a firm duration of five years at a gross daily rate of $32,450, with a charterer’s option to extend for two additional years at $33,950 and $35,450.

● 35% ownership in one Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker currently under construction at Hyundai Heavy Industries shipyard with expected delivery in January 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a major oil trader, for a firm duration of three years at a gross daily rate of $36,000, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

● 35% ownership in one Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker currently under construction at Hyundai Heavy Industries shipyard with expected delivery in February 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a major oil trader, for a firm duration of three years at a gross daily rate of $35,750, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

● A forgiveness of $1.2 million in payables to the Buyer.

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The Buyer will remain the guarantor on the shipbuilding contracts towards the shipyard and in addition the Buyer will provide us with an option for a credit line up to 10% of the total shipbuilding cost at market terms, amounting to $23.8 million. The transaction was approved by a special committee composed of independent members of our board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to this transaction from an independent financial advisor.

On March 17, 2021, we signed a commitment letter with Alpha Bank for a senior debt facility of up to $38 million for the financing of the vessel M/T Eco Malibu (Hull No 866) due for delivery in May of 2021. The credit facility remains subject to the agreement and the execution of customary legal documentation. The loan will be payable in 12 consecutive quarterly installments of $0.75 million followed by 12 consecutive quarterly installments of $0.63 million, commencing three months from draw down, and a balloon payment of $21.5 million payable together with the last installment. The credit facility will bear interest at LIBOR plus a fixed margin and a commitment fee will be payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter.

On March 18, 2021, we entered into a credit facility with ABN Amro for $36.8 million for the financing of the vessel M/T Eco West Coast (Hull No 866). This facility was drawn down in full. The credit facility is repayable in 24 consecutive quarterly installments of $0.62 million commencing in June 2021, plus a balloon installment of $22.0 million payable together with the last installment. The facility contains various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of our fleet, current or future, of no more than 75% (iii) minimum free liquidity of $0.5 million per delivered vessel owned/operated by us and (iv) our market adjusted total assets minus our total liabilities to be at least $60.0 million. Additionally, the facility contains restrictions on the shipowning company incurring further indebtedness or guarantees. It also restricts the shipowning company from paying dividends if such a payment will result in an event of default or in a breach of covenants under the loan agreement. The facility bears interest at LIBOR plus a margin of 2.50%.

B.         Business Overview

We are an international owner and operator of modern, fuel efficient eco tanker vessels focusing on the transportation of crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. Our operating fleet has a total capacity of 672,396 deadweight tonnes (“dwt”). As of the date of this annual report, our operating fleet consists of four 50,000 dwt product/chemical tankers, M/T Nord Valiant, M/T Eco Marina Del Ray, M/T Eco Los Angeles and M/T Eco City of Angels and three 157,000 dwt Suezmax tankers, the M/T Eco Bel Air, M/T Eco Beverly Hills and M/T Eco West Coast and we also own 50% interest in two 50,000 dwt product tankers, M/T Eco Yosemite Park and M/T Joshua Park. All of our vessels are IMO certified and are capable of carrying a wide variety of oil products including chemical cargos which we believe make our vessels attractive to a wide base of charterers.

Additionally, we have, or have a partial interest in, contracts for the construction of four newbuilding vessels as described in the below table:

Name	Deadweight	Delivery date	Shipyard
M/T Eco Malibu	157,286	May 2021	HHI S. Korea
M/T Eco Oceano CA	157,000	February 2022	Hyundai Samho S. Korea
VLCC Julius Caesar*	300,000	January 2022	HHI S. Korea
VLCC Legio X Equestris*	300,000	January 2022	HHI S. Korea

* 35% owned

For more information, please see “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments.”

We intend to continue to review the market in order to identify potential acquisition targets in line with our strategy.

We believe we have established a reputation in the international ocean transport industry for operating and maintaining vessels with high standards of performance, reliability and safety. We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets of tankers and who have strong ties to a number of national, regional and international oil companies, charterers and traders.

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Our Fleet

The following tables present our fleet list as of the date of this annual report:

Operating MR Tanker vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Nord Valiant	49,737	DS Norden A/S	August 2021	1+1 years	$16,800 / $17,600 / $18,400
M/T Eco Marina Del Ray	50,267	Cargill	March 2024	-	$15,100
M/T Eco Los Angeles	50,267	Trafigura	February 2023	1+1 years	$17,500 / $18,750 / $20,000
M/T Eco City of Angels	50,267	Trafigura	February 2023	1+1 years	$17,500 / $18,750 / $20,000

Operating Suezmax Vessels on SLBs (treated as operating leases):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco Bel Air	157,286	BP Shipping Limited	April 2022	1+1 years	$24,500 / $27,500 / $29,000
M/T Eco Beverly Hills	157,286	BP Shipping Limited	May 2022	1+1 years	$24,500 / $27,500 / $29,000

Operating Suezmax Vessels financed via senior loan facilities:

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco West Coast	157,286	Clearlake	March 2024	1+1 years	$33,950 / $34,750 / $36,750

Vessels under construction

Name	Deadweight	Delivery date	Shipyard	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco Malibu	157,286	May 2021	HHI S. Korea	Clearlake	May 2024	1+1 years	$33,950 / $34,750 / $36,750
M/T Eco Oceano CA	157,000	February 2022	Hyundai Samho S. Korea	Central Tankers Chartering Inc.	March 2027	1+1 years	$32,450 / $33,950 / $35,450
VLCC Julius Caesar*	300,000	January 2022	HHI S. Korea	Trafigura	January 2025	1+1 years	$36,000 / $39,000 / $41,500
VLCC Legio X Equestris*	300,000	January 2022	HHI S. Korea	Trafigura	January 2025	1+1 years	$35,750 / $39,000 / $41,500

* 35% owned

Operating Joint Venture MR Tanker fleet (50% owned):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco Yosemite Park	50,000	Clearlake	March 2025	5+1+1 years	$17,400 / $18,650 / $19,900
M/T Eco Joshua Park	50,000	Clearlake	March 2025	5+1+1 years	$17,400 / $18,650 / $19,900

All the vessels in our fleet are equipped with engines of modern design and with improvements in the hull, propellers and other parts of the vessel to decrease fuel consumption and reduce emissions. Vessels with this combination of technologies, introduced from certain shipyards, are commonly referred to as eco vessels. We believe that recent advances in shipbuilding design and technology should make these latest generation vessels more fuel-efficient than older vessels in the global fleet that compete with our vessels for charters, providing us with a competitive advantage.  Furthermore, all of our vessels are fitted with ballast water treatment equipment and all of our vessels, except M/T Nord Valiant, have scrubbers installed.

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Management of our Fleet

Our Fleet Manager provides all operational, technical and commercial management services for our fleet. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties”.

Officers, Crewing and Employees

As of the date of this annual report we employ directly only one shore-based employee. Our executive officers and a number of administrative employees are provided according to an agreement with Central Mare. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties”. In addition, our Fleet Manager is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels. We believe the streamlining of crewing arrangements will ensure that all our vessels will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions.

The International Shipping Industry

The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient and often the only method of transporting large volumes of basic commodities and finished products. Demand for tankers is dictated by world oil demand and trade, which is influenced by many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.

Shipping demand, measured in tonne-miles, is a product of (a) the amount of cargo transported in ocean going vessels, multiplied by (b) the distance over which this cargo is transported. The distance is the more variable element of the tonne-mile demand equation and is determined by seaborne trading patterns, which are principally influenced by the locations of production and consumption. Seaborne trading patterns are also periodically influenced by geo-political events that divert vessels from normal trading patterns, as well as by inter-regional trading activity created by commodity supply and demand imbalances. Tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related volume of oil production. Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries.

Demand for tankers and tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity, as well as the long-term impact of oil prices on the location and related volume of oil production. Global oil demand returned to limited growth in 2010 and has since been expanding at a modest pace, as a steady rise in Asia has outweighed decreasing demand in Europe and in the United States, with a notable exception for 2020 in which year the COVID 19 epidemic dramatically reduced oil demand. According to the International Energy Agency, global oil demand for 2020 has decreased to approximately 91 million barrels/day compared to approximately 100 million barrels/day during 2019.

We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.

We will compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions. We will compete primarily with owners of tankers in the MR Product Tanker, Suezmax and VLCC class sizes. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners.

Seasonality

We operate our tankers in markets that have historically exhibited seasonal variations in demand and, therefore, charter rates. This seasonality may affect operating results. However, to the extent that our vessels are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.

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Hull and Machinery Insurance

We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire (except for certain charters for which we consider it appropriate), which covers business interruptions that result in the loss of use of a vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”

Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US$8.2 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Environmental and Other Regulations in the Shipping Industry

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard (“USCG”), harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

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Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels, and is divided into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk, in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2012, the IMO’s Marine Environmental Protection Committee, or the “MEPC,” adopted a resolution amending the International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk, or the “IBC Code.” The provisions of the IBC Code are mandatory under MARPOL and the SOLAS Convention. These amendments, which entered into force in June 2014, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC Code. Compliance with the IBC Code amendments has already been effected.

In 2013, the IMO’s Marine Environmental Protection Committee, or the “MEPC,” adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or “CAS.” These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “ESP Code,” which provides for enhanced inspection programs. All of our vessels comply with ESH Code requirements.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or “PCBs”) are also prohibited. All our vessels are currently compliant in all material respects with these regulations.

The Marine Environment Protection Committee, or “MEPC,” adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels or certain exhaust gas cleaning systems. Since the implementation of the cap, ships are required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and entered into force on March 1, 2020. In November 2020, MEPC 75 adopted amendments to Annex VI which, among other things, added new paragraphs related to in-use and onboard fuel oil sampling and testing. These paragraphs would require one or more sampling points to be fitted or designated for the purpose of taking representative samples of the fuel oil being used or carried for use on board the ship. These amendments are expected to enter into force on April 1, 2022. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.

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Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean area. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPS”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. Notably, MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.

Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 may be adopted at the MEPC 76 session, to be held during 2021.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.  The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

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The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (“GBS Standards”).

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. IMDG Code is not applicable to our fleet vessels as of the date of this annual report.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.

Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. All of our vessels comply with BWM Convention.

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On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes were adopted at MEPC 72. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by September 8, 2024. All of our vessels comply with this standard. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention. These amendments are expected to enter into force on June 1, 2022.

Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. All of our vessels comply with BWM Convention.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984 and 1992, and amended in 2000 (“the CLC”). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis. All of our vessels are in possession of CLC for Bunker Oil Pollution Damage issued Certificate attesting that the required insurance coverage is in force.

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Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships, or the “Anti‑fouling Convention.” The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. We have obtained Anti‑fouling System Certificates for all of our vessels that are subject to the Anti‑fouling Convention. In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system. These amendments may be formally adopted at MEPC 76.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200-nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

(i)         injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii)         injury to, or economic losses resulting from, the destruction of real and personal property;

(iv)         loss of subsistence use of natural resources that are injured, destroyed or lost;

(iii)         net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v)          lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi)         net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective November 12, 2019, the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,300 per gross ton or $19,943,400 (subject to periodic adjustment for inflation).  These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship) or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

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CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and the former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. Recently, current U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters. The effects of these changes and proposals are currently unknown. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. We comply with all applicable state regulations in the ports where our vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or “SIPs,” designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.

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The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of “waters of the United States.” The proposed rule was published in the Federal Register on February 14, 2019 and was subject to public comment. On October 22, 2019, the agencies published a final rule repealing the 2015 Rule defining “waters of the United States” and recodified the regulatory text that existed prior to 2015 Rule. The final rule became effective on December 23, 2019. On January 23, 2020, the EPA published the “Navigable Waters Protection Rule,” which replaces the rule published on October 22, 2019, and redefines “waters of the United States.” This rule became effective on June 22, 2020, although the effective date has been stayed in at least one U.S. state pursuant to court order. The effect of this rule is currently unknown.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters.  The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters.  VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance and enforcement regulations within two years of EPA’s promulgation of standards.  Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized.  Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for all our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. We believe we would be in compliance with any such regulations as our vessels are fitted with ballast water treatment equipment.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU member states must also have to ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

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On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market from 2022. This will require shipowners to buy permits to cover these emissions. Contingent on another formal approval vote, specific regulations are forthcoming and are expected to be prosed by 2021.

International Labour Organization

The International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between ports, in another country. We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. initially entered into the agreement, but on June 1, 2017, former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective on November 4, 2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement which took effect on February 19, 2021.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. As previously discussed, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, former U.S. President Trump signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions and on August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. The EPA or individual U.S. states could enact environmental regulations that would affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

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Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (“MTSA”). 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 and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code (“the ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore and our Fleet Manager; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. All of our vessels comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP4 industry standard.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. 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 SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., DNV GL, American Bureau of Shipping, Lloyd’s Register of Shipping).

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

C.         Organizational Structure

We are a Marshall Islands corporation with principal executive offices located at 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. Our significant wholly-owned subsidiaries as of December 31, 2020 are listed in Exhibit 8.1 to this annual report on Form 20-F.

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D.         Property, Plants and Equipment

For a list of the vessels of our fleet, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet” above and for a description of our major encumbrances on our fleet please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities”.

We do not own any real estate property.

ITEM 4A.         UNRESOLVED STAFF COMMENTS

None.

ITEM 5.         OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following presentation of management’s discussion and analysis is intended to discuss our financial condition, changes in financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and their notes included in this annual report.

For a discussion of our results for the year ended December 31, 2019 compared to the year ended December 31, 2018, please see "Item 5 – Operating and Financial Review and Prospects – A. Operating Results – Results of Operations for the Fiscal Years Ended December 31, 2018 and 2019" contained in our annual report on Form 20-F for the year ended December 31, 2019, filed with the Securities and Exchange Commission on April 10, 2020.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in “Item 3. Key Information—Risk Factors” and elsewhere in this report.

A.          Operating Results

Factors Affecting our Results of Operations

We believe that the important measures for analyzing trends in the results of our operations consist of the following:

● Calendar days. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect both the amount of revenues and expenses that we record during that period.

● Available days. We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs, or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. Our definition of Available days may not be the same as reported by other companies in the shipping industry or other industries.

● Operating days. We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that vessels actually generate revenues. Our definition of Operating days may not be the same as reported by other companies in the shipping industry or other industries.

● Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning.

● TCE Revenues / TCE Rates. We define TCE revenues as revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as commissions. We believe that presenting revenues net of voyage expenses neutralizes the variability created by unique costs associated with particular voyages or the deployment of vessels on the spot market and facilitates comparisons between periods on a consistent basis. We calculate daily TCE rates by dividing TCE revenues by operating days for the relevant time period. TCE revenues include demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. Our definition of TCE may not be the same as reported by other companies in the shipping industry or other industries.

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In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated TCE rates, and industry analysts typically measure shipping freight rates in terms of TCE rates. This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Consistent with industry practice, we use TCE rates because it provides a means of comparison between different types of vessel employment and, therefore, assists our decision-making process.

In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance. In assessing the future performance of our fleet, the greatest uncertainty relates to future charter rates at the expiration of a vessel’s present period employment, whether under a time charter or a bareboat charter. Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates.

Time Charter Revenues

Our Time charter revenues are driven primarily by the number of vessels in our fleet, the number of operating days during which our vessels generate revenues and the amount of daily charter hire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the duration of the charter, the age, condition and specifications of our vessels, levels of supply and demand in the global transportation market for oil and oil products and other factors affecting spot market charter rates such as vessel supply and demand imbalances.

Vessels operating on period charters, time charters or bareboat charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the short-term, or spot, charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market, either directly or through a pool arrangement, could generate revenues that are less predictable, but could enable us to capture increased profit margins during periods of improvements in charter rates, although we could be exposed to the risk of declining charter rates, which could have a materially adverse impact on our financial performance. If we employ vessels on period charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.

Under a time charter, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered vessel’s operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to CSI, one or more unaffiliated ship brokers and to in-house brokers associated with the charterer for the arrangement of the relevant charter.

Under a bareboat charter, the vessel is chartered for a stipulated period of time, which gives the charterer possession and control of the vessel, including the right to appoint the master and the crew. Under bareboat charters, all voyage and operating costs are paid by the charterer.

As of the date of this annual report, we have four MR product/chemical tankers and three suezmax crude oil tankers. We may in the future operate vessels in the spot market until the vessels have been chartered under appropriate medium to long-term charters.

Voyage charters

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or “dead” freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a “demurrage” or “despatch” clause. As per this clause, the charterer reimburses us for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. We have determined that our voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight- line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

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We entered into a voyage charter from January 2019 to May 2019. There were no voyage charters in the year ended December 2020.

Voyage Expenses

Voyage expenses primarily consist of port charges, including canal dues, bunkers (fuel costs) and commissions. All these expenses, except commissions, are paid by the charterer under a time charter or bareboat charter contract. The amount of voyage expenses are primarily driven by the routes that the vessels travel, the amount of ports called on, the canals crossed and the price of bunker fuels paid.

Charter Hire Expenses/Operating Lease Expenses

Charter hire expenses represent operating lease payments for vessels we bareboat chartered-in via operating lease agreements. Pursuant to the implementation of the new lease accounting standard (ASC 842) effective from January 1, 2019, we are required to present all expenses relating to operating leases in one line item under “Operating lease expenses”. Hence for the year ended December 31, 2019 “Operating lease expenses” is equal to the aggregate of “Bareboat charterhire expenses” and “Amortization of prepaid bareboat charter hire”, that referred to the same operating leases, as those that were presented under the previous accounting standard (ASC 840) in the year ended December 31, 2018.

On January 29, 2015 and March 31, 2015, we entered into SLBs for the M/T Stenaweco Energy and the M/T Stenaweco Evolution, respectively, with a duration of seven years. These SLBs were accounted for as operating leases. On December 18 and 20, 2019 we exercised the purchase options and terminated the operating leases on M/T Stenaweco Energy and M/T Stenaweco Evolution respectively and at the same time we consummated SLB agreements for both vessels with Oriental Fleet International Company Limited (“OFI”) that we accounted for as financings.

On December 1 and December 10, 2020, we sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air respectively to a third non-affiliated party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years. Since we do not have any option nor obligation to buy back the vessels we have accounted for the Navigare Lease as an operating lease.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and value added tax, or VAT, and other miscellaneous expenses. We analyze vessel operating expenses on a U.S. dollar per day basis. Additionally, vessel operating expenses can fluctuate due to factors beyond our control, such as unplanned repairs and maintenance attributable to damages or regulatory compliance and factors which may affect the shipping industry in general, such as developments relating to insurance premiums, or developments relating to the availability of crew.

Dry-docking Costs

Dry-docking costs relate to regularly scheduled intermediate survey or special survey dry-docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry-docking costs can vary according to the age of the vessel, the location where the dry-dock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see “Item 18. Financial Statements—Note 2—Significant Accounting Policies.” In the case of tankers, dry-docking costs may also be affected by new rules and regulations. For further information please see “Item 4. Information on the Company—B. Business Overview—Environmental Regulations.”

Management Fees—Related Parties

As from January 1, 2019, we have outsourced to CSI a related party controlled by the family of Mr. Evangelos J. Pistiolis, all operational, technical and commercial functions relating to the chartering and operation of our vessels. We outsourced the above functions pursuant to a letter agreement between CSI and Top Ships Inc. and management agreements between CSI and our vessel-owning subsidiaries on the same date, and each new vessel that entered our fleet after that date entered into a management agreement with CSI. See “Item 18. Financial Statements—Note 5—Transactions with Related Parties”.

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General and Administrative Expenses

Our general and administrative expenses include executive compensation paid to Central Mare for the compensation of our executive officers and a number of administrative staff, office rent, legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses, non-cash stock compensation, and corporate overhead. Central Mare provides the services of the individuals who serve in the position of Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Technical Officer as well as a number of administrative employees. For further information please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.”

A portion of our general and administrative expenses are denominated in Euros and are therefore affected by the conversion rate of the U.S. dollar versus the Euro.

Interest and Finance Costs

We incur interest expense on outstanding indebtedness under our loans and SLBs, which we include in interest and finance costs. We also incur finance costs in establishing those debt facilities and SLBs which are deferred and amortized over the period of the respective facility. The amortization of the finance costs is presented in interest and finance costs.

Inflation

Inflation has not had a material effect on our expenses. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.

Main components of managing our business and main drivers of profitability

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components:

● management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;

● management of our accounting system and records and financial reporting;

● administration of the legal and regulatory requirements affecting our business and assets; and

● management of the relationships with our service providers and customers.

The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:

● charter rates and periods of charter hire for our tankers;

● utilization of our tankers (earnings efficiency);

● levels of our tanker’s operating expenses and dry-docking costs;

● depreciation and amortization expenses;

● financing costs; and

● fluctuations in foreign exchange rates.

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RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2019 AND 2020

The following table depicts changes in the results of operations for 2020 compared to 2019.

	Year Ended December 31,						change
	2019			2020			YE20 v YE19
	($ in thousands)							$		%
Total charter revenues		66,088			60,222			(5,866	)		-9	%
Voyage expenses		3,038			1,994			(1,044	)		-34	%
Operating Lease Expense		7,054			755			(6,299	)		-89	%
Vessel operating expenses		22,786			21,024			(1,762	)		-8	%
Dry-docking costs		399			356			(43	)		-11	%
Vessel Depreciation		12,392			13,174			782			6	%
Management fees-related parties		2,443			5,627			3,184			130	%
Other operating loss (Charter Termination Fees)		-			4,800			4,800			100	%
General and administrative expenses		1,730			1,932			202			12	%
Loss on sale of vessels		-			12,355			12,355			100	%
Vessels Impairment charge		12,310			-			(12,310	)		-100	%
Operating income/(loss)		3,936			(1,795	)		(5,731	)		-146	%
Interest and finance costs		(18,077	)		(20,956	)		(2,879	)		16	%
Gain/(loss) on financial instruments		1,601			(814	)		(2,415	)		-151	%
Interest income		133			34			(99	)		-74	%
Impairment on unconsolidated joint ventures		(3,144	)		-			3,144			-100	%
Equity gain in unconsolidated joint ventures		778			713			(65	)		-8	%
Total other expenses, net		(18,709	)		(21,023	)		(2,314	)		12	%
Net loss		(14,773	)		(22,818	)		(8,045	)		54	%

Year on Year Comparison of Operating Results

1. Revenues, Voyage expenses and Other vessel operating expenses

Revenues, Voyage expenses and Other vessel operating expenses decreased mainly due to the decrease in the number of vessels employed over the two comparable periods. During the year ended December 31, 2019 we employed on average 11.1 vessels, whilst in the same period of 2020 we employed on average 9.5 vessels, that resulted in decreases in all vessel related revenues and expenses.

2. Operating lease expenses

During the year ended December 31, 2020, Operating lease expenses decreased by $6.3 million, or 89%, compared to the year ended December 31, 2019. This decrease was mainly due to the fact that during 2019 the operating lease expense referred to the operating leases on M/T Stenaweco Energy and M/T Stenaweco Evolution covering the period from January to November 2019, when the lease was terminated, while in 2020 operating lease expense refers to the Navigare Lease that started in December 2020.

3. Management fees—related parties

During the year ended December 31, 2020, management fees to related parties increased by $3.2 million, or 130%, compared to the same period in 2019. This increase was mainly due to $3.4 million relating to purchase commissions as per our management agreement with Central Shipping Inc (“CSI”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis that were absent in 2019. These increases were partially offset by a $0.2 million decrease in management fees relating mainly to the reduction of the number of vessels in our fleet, due to sales of vessels (please see below).

4. Vessel depreciation

During the year ended December 31, 2020, vessel depreciation increased by $0.8 million, or 6%, compared to the year ended December 31, 2019 mainly due to an increase of $2.5 million in depreciation expense from the operation of vessels that we took delivery in 2020 (namely M/T Eco Los Angeles and M/T Eco City of Angels), an increase of $1.6 million in depreciation expense from the operation of vessels that we purchased in 2019 that were in operation throughout 2020 (namely M/T Stenaweco Energy and M/T Stenaweco Evolution) and an increase of $1.3 million in depreciation expense from the operation of vessels that we took delivery in 2019 that were in operation throughout 2020 (namely M/T Eco Marina Del Ray, M/T Eco Bel Air and M/T Eco Beverly Hills). These increases were partially offset by $4.6 million less depreciation expense, due to the fact that we sold 10 vessels in 2020 (please see below).

5. Interest and Finance Costs

During the year ended December 31, 2020, interest and finance costs increased by $2.9 million, or 16%, compared to the year ended December 31, 2019 mainly due to an increase of $5.0 million in amortization of deferred finance fees due to the fact that in the year ended December 31, 2020 we accelerated the amortization of the unamortized balance of deferred financing fees of the AT Bank Facility, the AT Bridge Note, the ABN Facility, the Alpha Bank & Alpha Bank Top-Up facilities, the OFI Facility, the CMBFL Facility and the portion relating to M/T Eco California of the BoComm Leasing Facility due to their prepayment in 2020 ($5.5 million of accelerated deferred financing fees in total), while in 2019 we accelerated the amortization of the unamortized balance of deferred financing fees of Tranche C of the ABN Facility and of the NORD/LB Facility as part of its refinancing in July 2019 ($0.5 million of accelerated deferred financing fees in total).

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The abovementioned increase was partially offset by a $1.3 million decrease in interest expense and a decrease of $0.5 million in amortization of deferred financing fees mainly relating to the vessels we sold in 2020 and a decrease of $0.3 million in amortization of debt discount due to the fact that in the year ended December 31, 2019 we recognized debt discount amortization relating to the convertibility features of the Family Trading Loan amounting to $0.3 million, absent in the respective period of 2020.

6. (Loss)/Gain on derivative financial instruments

During the year ended December 31, 2020, fair value gain/(loss) on derivative financial instruments decreased by $2.4 million, or 151%, compared to the year ended December 31, 2019, mainly to due to $1.3 of swap termination losses due to the unwinding of our ABN and Alpha Bank swaps relating to the prepayment of the respective loan facilities in 2020 and due to the fact that in 2020 we realized no gains from the valuation of our 2014 Warrants (which expired in July 2019), while in 2019 we recognized $1.6 million of gains from said warrants. These losses were partially offset by a fair value gain on derivative financial instruments of $0.5 million from the valuation of our Class B Warrants we recorded in 2020.

7. Vessels Impairment charge

As at December 12, 2019, the M/T Eco Fleet and M/T Eco Revolution met the criteria to be classified as assets held for sale according to guidance in ASC 360. Consequently, we treated the vessels including their inventories on board as assets held for sale and have classified them as a current asset measured at the lower of the carrying amounts and fair values less costs to sell, resulting in an impairment charge of $6.8 million for the M/T Eco Fleet and $5.5 million for the M/T Eco Revolution.

8. Impairment on unconsolidated joint ventures

In December 2019, we wrote down our Investments in unconsolidated joint ventures to their fair value less costs to sell, resulting in an impairment charge of $3.1 million, pursuant to the Joint Ventures’ plan to sell the vessels.

9. Loss on sale of vessels

During 2020 we sold the following vessels to unaffiliated third parties:

Vessel	Date Sold
M/T Stenaweco Energy	29/10/2020
M/T Stenaweco Evolution	03/11/2020
M/T Ecofleet	21/01/2020
M/T Eco Revolution	14/01/2020
M/T Stenaweco Excellence	14/10/2020
M/T Stenaweco Elegance	21/02/2020
M/T Eco Palm Desert	19/03/2020
M/T Eco California	09/11/2020
M/T Eco Bel Air	10/12/2020
M/T Eco Beverly Hills	01/12/2020

As a result of the abovementioned sales we recognized a loss from the disposal of vessels amounting to $12.4 million (Please see "Item 18. Financial Statements—Note 19— Loss on sale of vessels").

10. Other operating loss

In connection with the abovementioned vessel sales, on January 15, January 21, March 9 and October 20, 2020 we terminated the time charters of M/T Eco Fleet, M/T Stenaweco Elegance, M/T Eco Palm Desert and M/T Eco California and incurred time charter termination fees amounting to $0.5 million, $1.9 million, $1.7 million and $0.7 million respectively.

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Our Fleet—Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

In Note 2 to our consolidated financial statements included herein we discuss our policy for impairing the carrying values of our vessels. During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those vessels’ carrying value. However, we would not impair those vessels’ carrying value under our accounting impairment policy due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such vessels’ carrying amounts. Furthermore during the year ended December 31, 2020 tanker values have been relatively stable.

As of December 31, 2020, we believe that the basic charter-free market values of our owned vessels held for use are higher than the vessels carrying value by approximately 1.6%.

Our estimates of basic charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:

● reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

● news and industry reports of similar vessel sales;

● news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;

● approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;

● offers that we may have received from potential purchasers of our vessels; and

● vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

As we obtain information from various industry and other sources, our estimates of basic charter-free market values are inherently uncertain. In addition, vessel values are highly volatile; as such, actual results could differ from those estimates.

All of our vessels are currently employed under long-term, time charters, the majority of which are above-market. For more information, see “Business Overview—Our Fleet.” We believe that in a sale of a majority of our vessels with charters attached, we would receive a premium over the vessels’ charter-free market value.

We refer you to the risk factor entitled “The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future” and the discussion herein under the heading “Risks Related to Our Industry.”

Critical Accounting Policies:

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our significant accounting policies, see Note 2 to our consolidated financial statements included herein.

Vessel depreciation. We record the value of our vessels at their cost (which includes the contract price, pre-delivery costs incurred during the construction of newbuildings, capitalized interest and any material expenses incurred upon acquisition such as initial repairs, improvements and delivery expenses to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost of the vessel less its residual value which is estimated to be $300 per light-weight ton. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge.

A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance performed, harsh ocean-going and weather conditions that the vessel is subject to, or poor quality of the shipbuilding yard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is adjusted at the date such regulations become effective. Weak freight markets may result in owners scrapping more vessels and scrapping them earlier due to unattractive returns. An increase in the useful life of the vessel may result from superior vessel maintenance performed, favorable ocean-going and weather conditions the vessel is subjected to, superior quality of the shipbuilding yard, or high freight rates which result in owners scrapping the vessels later due to attractive cash flows.

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Impairment of vessels: We evaluate the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of our long-lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans and overall market conditions. If there are indications for impairment present, we determine undiscounted projected net operating cash flows for each vessel and compare it to the vessel’s carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value.

The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. During the past years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those vessels’ carrying value, even though we would not impair those vessels’ carrying value under our accounting impairment policy, due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such vessels’ carrying amounts.

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve or decrease by any significant degree. Charter rates may be at depressed levels for some time, which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

In order to perform the undiscounted cash flow test, we make assumptions about future charter rates, commissions, vessel operating expenses, dry-dock costs, fleet utilization, scrap rates used to calculate estimated proceeds at the end of vessels’ useful lives and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on the ten year historical averages of the one-year, three-year and five-year time charter rates) over the remaining useful life of each vessel, which we estimate to be 25 years from the date of initial delivery from the shipyard. Expected outflows for scheduled vessels’ maintenance and vessel operating expenses are based on historical data, and adjusted annually assuming an average annual inflation derived from the most recent twenty-year average consumer price index. Effective fleet utilization, average commissions, dry-dock costs and scrap values are also based on historical data.

In 2020 tanker values were relatively stable and as of December 31, 2020, the charter-free market value of each vessel in our fleet was higher than its carrying amount. As such we had no indicators of potential impairment and did not perform the undiscounted cash flow test for our Product tankers.

In December 2020 we classified our three newbuilding product tankers, M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) as held for sale. Since their carrying amount approximated their fair value less costs to sell, no impairment charge resulted from this reclassification. The vessels were sold on January 6, 2021 to a company affiliated with Mr. Evangelos J. Pistiolis.

We determined that there are no impairment indications for any vessels of our fleet. Hence, we didn’t write down any vessel to its fair value.

New accounting pronouncements: See “Item 18. Financial Statements—Note 2—Significant Accounting Policies –Recent Accounting Pronouncements.”

B.         Liquidity and Capital Resources

Since our formation, our principal sources of funds have been equity provided by our shareholders through equity offerings or at the market sales, operating cash flow, long-term borrowing including SLBs and short-term borrowings. Our principal use of funds has been capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations and fund working capital requirements.

Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels and the selective sale of older vessels. Our practice has been to acquire vessels using a combination of funds received from equity investors and bank debt including SLBs secured by title on our vessels.  Future acquisitions are subject to management’s expectation of future market conditions, our ability to acquire vessels on favorable terms and our liquidity and capital resources.

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As of December 31, 2020, we had a net indebtedness of $107.0 million, which after excluding unamortized financing fees amounts to a total indebtedness of $104.6 million. Also as of December 31, 2020, we had remaining contractual commitments for the acquisition of our fleet totaling $182.0 million. Finally, as of December 31, 2020, our cash and cash equivalent balances amounted to $23.3 million, held in U.S. Dollar accounts, $4.0 million of which are classified as restricted cash.

Pursuant to the sale of the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) on January 6, 2021 and the purchase of M/T Eco Oceano Ca (Hull No. 871) and 35% interest in M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) on the same date, we had remaining contractual commitments amounting to $211.2 million ($116.4 million payable in 2021 and $94.7 million payable in 2022).

As of the date of this annual report our remaining contractual commitments for the acquisition of our fleet are $ 154.6 million and available committed undrawn senior secured loan balances of $38.0 million and a credit line from a company affiliated with Mr. Evangelos J. Pistiolis of $23.8 million.

We expect to finance our unfinanced contractual commitments with operational cash flow, debt or equity issuances, or a combination thereof. If we are unable to arrange debt or equity financing, it is probable that we may also consider selling a vessel. The capital commitments noted above are non-recourse to us as the commitments are made by wholly owned subsidiaries whose performance is guaranteed by Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis. Hence in our opinion, will be able to finance our obligations in the next 12 months.

Working Capital Requirements and Sources of Capital

As of December 31, 2020, we had a working capital surplus (current assets less current liabilities) of $19.7 million.

Our operating cash flow for the remainder of 2021 is expected to increase compared to the same period in 2020, as the contribution of the two Suezmax tankers we will take delivery of in March and May will more than compensate the effect of the vessels sold in 2020.

Cash Flow Information

Cash and cash equivalents and restricted cash were $13.3 million and $23.3 million as of December 31, 2019 and 2020 respectively.

Net Cash from Operating Activities.

Net cash used in operating activities decreased by $13.2 million, or 69%, for 2020 to $6.0 million, compared to $19.2 million for 2019.

Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2020 totaled $31.8 million. This consisted mainly of $13.2 million of depreciation expenses, $12.4 million of losses from the sale of vessels, $6.3 million of amortization and write offs of deferred financing costs and $0.8 million of unrealized losses from the valuation of derivative financial instruments, offset by $0.7 million in gains in unconsolidated joint ventures and $0.2 million of other non-cash items. The cash inflow from operations was offset by a $3.8 million decrease in current liabilities, offset by a $0.8 million decrease in current assets.

Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2019 totaled $29.2 million. This consisted mainly of $12.4 million of depreciation expenses, $12.3 million of impairment of vessels held for sale, $3.1 of impairment on unconsolidated joint ventures, $2.1 million of amortization and write offs of deferred financing costs and debt discounts, $1.5 million of non-cash operating lease expenses offset by $1.5 million unrealized gains from the valuation of derivative financial instruments and $0.7 million in gains in unconsolidated joint ventures. The cash inflow from operations was supplemented by a $4.7 million increase in current liabilities.

Net Cash from Investing Activities.

Net cash provided by investing activities in the year ended December 31, 2020 was $181.3 million, consisting of $310.0 million net proceeds from sale of vessels and $19.6 million from the sale of investments in unconsolidated joint ventures (2017 Joint Venture (please see “Item 18. Financial Statements—Note 17— Investments in unconsolidated joint ventures”), partially offset by $120.8 million of cash paid for advances for vessels under construction and $27.5 million of cash paid for Investments in unconsolidated joint ventures (2020 Joint Venture).

Net cash used in investing activities in the year ended December 31, 2019 was $203.3 million, consisting mainly of $155.2 million cash paid for vessels under construction and $48.1 million cash paid for vessel acquisitions.

Net Cash from Financing Activities.         

Net cash used in financing activities in the year ended December 31, 2020 was $177.3 million, consisting of, $252.1 of prepayments of long term debt, $60.9 million for consideration paid in excess of purchase price over book value of vessels, $24.6 million redemptions of Series E Shares, $17.4 million of scheduled debt repayments, $8.9 million of equity offering related costs, $1.9 million payments of financing costs and $1.4 million from the termination of Interest rate swaps. These outflows were partially offset by $129.7 million of proceeds from equity offerings and $60.2 million of proceeds from long term debt.

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Net cash provided from financing activities in the year ended December 31, 2019 was $189.7 million, consisting of $253.0 million proceeds from long term debt, $18.9 million of proceeds from issuance of common stock, $6.8 million of proceeds from short term debt and $4.6 million of proceeds from warrants exercised. These inflows were partially offset by $50.5 million scheduled repayments and prepayments of long term debt, $20.3 million of short term debt prepayments, $14.3 million redemptions of Series E Shares, $6.6 million payments of financing costs and $1.9 million of equity offering related costs.

Please see Item 5. “Operating and Financial Review and Prospects—A. Operating Results” in our Annual Report on Form 20-F, filed on April 10, 2020 where the 2018 cash flow information may be found.

Debt Facilities

Please also see “Item 18. Financial Statements—Note 7—Debt.” for more detailed information.

ABN Amro Facility

On July 9, 2015, we entered into a credit facility with ABN Amro Bank N.V. of Holland, or ABN Amro, for $42.0 million, or the ABN Amro facility, for the financing of the vessels M/T Eco Fleet and M/T Eco Revolution. This facility was amended on September 28, 2015 and was increased to $44.4 million, with all other terms remaining the same except for the margin which was increased by 0.15%. On August 1, 2016, we amended the ABN Facility to increase the borrowing limit to $64.4 million and added Tranche C to the loan. Tranche C was secured by M/T Nord Valiant. Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the reduction of the margin to 3.75% (applicable only to Tranche C), no other material changes were made to the ABN Facility.

We drew down $21.0 million under the ABN Amro facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1.2 million on September 30, 2015. Furthermore, we drew down $22.2 million under the ABN facility on January 15, 2016 to finance the last shipyard installment of M/T Eco Revolution. Finally, on August 5, 2016 we drew down $20.0 million under the Tranche C of the ABN facility to partly finance the last shipyard installments of M/T Nord Valiant.

On November 16, 2018 we amended the ABN Facility to increase the borrowing limit by $5.0 million. This additional amount was subsequently drawn-down and applied towards capital expenditures under our newbuilding program. Apart from the introduction of a new repayment schedule reflecting the increased facility principal, all other material terms remained the same.

The ABN Amro facility bore interest at LIBOR plus a margin of 3.90%, except for the Tranche C part of the facility that bore interest at LIBOR plus a margin of 3.75%. Tranche C of the ABN Facility was fully prepaid on January 17, 2019 using $18.5 million of proceeds from the BoComm Leasing Sale and Leaseback. The remaining ABN Facility was prepaid on January 14 and January 21, 2020 in connection with the sale of the M/T Eco Fleet and M/T Eco Revolution using $29.5 million of the proceeds from the sale.

Alpha Bank Facility

On July 20, 2016, Eco Seven, a company that was later acquired by us, entered into a credit facility with Alpha Bank SA. of Greece, or Alpha Bank, for $23.3 million, or the Alpha Facility, for the financing of the vessel M/T Stenaweco Elegance. The Alpha Facility was repayable in 12 consecutive quarterly installments. We drew down $23.3 million under the Alpha facility on February 24, 2017 to finance the last shipyard installment of M/T Stenaweco Elegance.

The Alpha Facility bore interest at LIBOR plus a margin of 3.50%. On February 21, 2020, we sold M/T Stenaweco Elegance to a non-affiliated party, and fully prepaid the outstanding principal of the Alpha Bank Facility that amounted to $19.0 million.

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Alpha Bank Top-Up Facility

On April 23, 2019, we entered into a credit facility with Alpha Bank for $1.5 million, or the Alpha Top-Up Facility. This facility was subsequently drawn-down and applied towards capital expenditures under our newbuilding program. The Alpha Top-Up Facility was repayable in 8 consecutive quarterly installments commencing in July 2019. This facility was secured by way of a third mortgage over M/T Stenaweco Elegance.

The Alpha Bank Top-Up Facility bore interest at LIBOR plus a margin of 4.25%. On February 21, 2020 we sold the M/T Stenaweco Elegance to a non-affiliated party, and fully prepaid the outstanding principal of the Alpha Bank Top-Up Facility that amounted to $0.9 million.

AT Bank Senior Facility

On September 5, 2017, we entered into a credit facility with Amsterdam Trade Bank N.V. of Holland, or AT Bank, for $23.5 million to fund the delivery of M/T Eco Palm Desert, or the AT Bank Senior Facility, delivered in September 7, 2018. An amount of $9.0 million from the AT Bank Senior Facility was applied towards repayment of the AT Bank Predelivery Facility on September 4, 2018. The AT Bank Senior Facility is repayable in 20 consecutive quarterly installments.

The AT Bank Senior Facility bore interest at LIBOR plus a margin of 4% and a commitment fee of 2% per annum was payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. On June 1, 2018, we signed a supplemental agreement with AT Bank that resulted in the decrease of the commitment fee from 2% to 1.3%, effective from March 6, 2018.

On March 19, 2020, we sold the M/T Eco Palm Desert to a non-affiliated party, and fully prepaid the outstanding principal of the AT Bank Facility.

AT Bank Bridge Note

On January 28, 2019, we entered into a credit facility with AT Bank for $10.5 million for general corporate purposes, or the AT Bank Bridge Facility. This facility was drawn down in full and the proceeds were used to repay the AT Bank Second Predelivery Facility. The facility was repayable on February 28, 2020. The AT Bank Bridge Facility contained restrictions on us providing guarantees other than for financing of new vessels and from paying any dividends or distributing any of its capital or redeeming any of its shares.

The AT Bank Bridge Facility bore interest at LIBOR plus a margin of 6.00% and a commitment fee of 2.25% per annum was payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. On March 22, 2019 the AT Bank Bridge Facility was converted into a note and on October 14, 2019 its maturity was extended to March 31, 2021 with all other terms remaining the same, or the AT Bank Bridge Note.

On March 19, 2020, we sold the M/T Eco Palm Desert to a non-affiliated party, and fully prepaid the outstanding principal of AT Bank Bridge Note.

Financings Committed under Sale and Leaseback Agreements

The majority of the below SLBs contain, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements including (i) a ratio of total net debt to the aggregate market value of our fleet, current or future, of no more than 75% and (ii) minimum free liquidity of $0.5 million per vessel at the guarantors level.

Additionally, all of the SLBs contain restrictions on the relative shipowning company incurring further indebtedness or guarantees and paying dividends, if such dividend payment would result in an event of default or termination event under the SLB agreements.

All of the below SLBs are secured mainly by the following:

•         Ownership of the vessel financed;

•         Assignment of insurance and earnings of the vessel financed;

•         Specific assignment of any time charters of the vessel financed with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the relative shipowning subsidiary;

•         Pledge over the earnings account of the vessel financed.

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Cargill Sale and Leaseback

On June 29, 2018, we entered into a SLB and a five-year time charter with Cargill International SA, or Cargill, a non-affiliated party, for its newbuilding vessel M/T Eco Marina Del Ray (Hull No 8242) delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, we have bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five-year time charter with Cargill. As part of this transaction, we have the obligation to buy back the vessel at the end of the five-year period for $22.7 million. The gross proceeds from the sale were $32.4 million.

Bank of Communications Financial Leasing Company (“BoComm Leasing”) Sale and Leaseback

On December 21, 2018, we entered into a SLB with BoComm Leasing, a non-affiliated party, for M/T Nord Valiant and M/T Eco California. Consummation of the SLB took place on January 17, 2019 for M/T Nord Valiant and on January 31, 2019 for M/T Eco California. Following the sale, we bareboat chartered back M/T Nord Valiant for five years and M/T Eco California for seven years at a bareboat hire rate of $5,875 per day and $6,550 per day, respectively. As part of this transaction, we have continuous options, to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the SLBs were $21.7 million for M/T Nord Valiant and $24.1 million for M/T Eco California.

The SLB with BoComm Leasing contains a covenant requiring that there is no change of control of the Company, save with the prior written consent of BoComm Leasing.

On November 9, 2020, we exercised our purchase option on the M/T Eco California for $22.5 million and on the same date the vessel was sold to an unaffiliated third party.

China Merchants Bank Financial Leasing Co. Ltd. ("CMBFL") Sale and Leaseback

On December 3, 2018, we entered into an SLB with CMBFL, a non-affiliated party, for M/T Eco Bel Air and M/T Eco Beverly Hills. Consummation of the SLB took place on April 4 and May 9, 2019, respectively. Following the sale, we bareboat chartered back the vessels for a period of seven years at a bareboat hire rate of $1.5 million per quarter per vessel. As part of this transaction, we had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the sale were $91.4 million for both vessels.

The SLB with CMBLF contained a representation requiring us, throughout the sale and leaseback period, to remain listed on the Nasdaq exchange and requiring that there is no change in our controlling shareholder. Violation of this ongoing representation would result in a covenant breach.

On December 1 and December 10, 2020, we exercised our purchase options on the M/T Eco Beverly Hills and the M/T Eco Bel Air respectively by paying $82.6 million for both vessels. The vessels were sold and leased back on the same dates to unaffiliated third parties.

Oriental Fleet International Company Limited ("OFI") Sale and Leaseback

On July 8, 2019, we entered into sale and leaseback agreements with OFI, a non-affiliated party, for M/T Stenaweco Excellence, M/T Stenaweco Energy and M/T Stenaweco Evolution, respectively. The sales of the three vessels were concluded on July 15, November 18 and November 20, 2019, respectively. Following the sales, we have bareboat chartered back the vessels for a period of ten years at bareboat hire rates based on a straight-line amortization plus interest based on the three months LIBOR plus 3.90%.

The amortizations of the OFI facility are as follows:

● for M/T Stenaweco Excellence: 120 consecutive monthly installments of $160,000 commencing from draw down, and a balloon payment of $6.4 million payable together with the last installment,

● for M/T Stenaweco Energy: 120 consecutive monthly installments of $131,000 commencing from draw down, and a balloon payment of $5.7 million payable together with the last installment,

● for M/T Stenaweco Evolution: 120 consecutive monthly installments of $153,000 commencing from draw down, and a balloon payment of $6.1 million payable together with the last installment,

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As part of this transaction, we had continuous options, to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option was exercised and at the end of the ten-year period, we had an obligation to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale of the M/T Stenaweco Excellence were $25.6 million, for M/T Stenaweco Energy $21.4 million and for M/T Stenaweco Evolution $24.4 million.

The SLB with OFI contained a covenant requiring us, throughout the sale and leaseback period, to remain listed on the Nasdaq exchange and requiring that there is no change of control of the Company, save with the prior written consent of OFI.

On October 14, October 29 and November 3, 2020, we exercised our purchase options and purchased the M/T Stenaweco Excellence, the M/T Stenaweco Energy and the M/T Stenaweco Evolution for $23.0 million, $19.8 million and $22.6 million respectively. The vessels were sold on the same dates to unaffiliated third parties.

AVIC International Leasing Co., Ltd ("AVIC") Sale and Leaseback

On September 30, 2019 the owning companies of the M/T Eco Los Angeles and M/T Eco City of Angels entered into an SLB with AVIC, a non-affiliated party, for their newbuilding vessels M/T Eco Los Angeles and M/T Eco City of Angels. Consummation of the SLB and drawdown of funds took place on the vessels’ delivery dates from the shipyard of February 10 and February 17, 2020, respectively. Following the sale, we bareboat chartered back the vessels for a period of ten years at a bareboat hire rates of $9,435 per day for the first five years and $9,090 per day for the next five years per day per vessel, with a balloon installment of $11.3 million for each vessel on the final charter hire date. As part of this transaction, we have continuous options, after the second year, to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised and at the end of the ten year period we have an obligation to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale amounted to $60.2 million for both vessels.

The SLB with AVIC contains a covenant requiring that there is no change of control of the Company, save with the prior written consent of AVIC.

Covenant Compliance

As of December 31, 2020, we were in compliance with all covenants with respect to our sale and leaseback agreements. The fair value of debt outstanding on December 31, 2020, after excluding unamortized financing fees, amounted to $107.8 million when valuing the Cargill, BoComm and AVIC SLBs on the basis of the Commercial Interest Reference Rates as applicable on December 31, 2020.

Operating Leases

Please see “Item 18. Financial Statements—Note 6—Leases.” for more detailed information.

Other Developments

On December 1 and December 10, 2020, we sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air respectively to a third non-affiliated party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years at a bareboat hire of $16,750 per day for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. We do not have any option nor obligation to buy back the vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. Part of these covenants is a requirement to maintain a minimum liquidity of $4 million at all times which is certified bi-annually. As of December 31, 2020, we comply with all covenants of the Navigare Lease.

COVID-19 Outbreak

The outbreak of COVID-19, which originated in China in December 2019 and subsequently spread to most developed nations of the world, has resulted in the implementation of numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus.  These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. The reduction of economic activity has significantly reduced the global demand for oil, refined petroleum products and LNG. We expect that the impact of the COVID-19 virus and the uncertainty in the supply of oil will continue to cause volatility in the commodity markets. The scale and duration, as well as the impact of these factors remain uncertain but could have a material impact on our earnings, cash flow and financial condition for 2021.

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C.          Research and Development, Patents and Licenses, Etc.

Not applicable.

D.         Trend Information

For industry trends, refer to industry disclosure under “Item 4. Information on the Company—B. Business Overview.”

E.         Off-Balance Sheet Arrangements

On December 10, 2020, we entered into a corporate guarantee agreement with Alpha Bank of Greece in respect of the obligations of our 50% subsidiary California 19 Inc. and California 20 Inc. under the Loan Agreement dated March 12, 2020 for a secured loan facility of $37.7 million ($18.8 million for each vessel) for the financing of M/T Eco Yosemite Park and M/T Eco Joshua Park (the “Alpha Corporate Guarantee”). We assign no probability of default to said loan agreements and hence we have not established any provisions for losses relating to this matter.

F.         Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and their maturity dates as of December 31, 2020 in millions of U.S. dollars:

			Payments due by period
					1-3		3-5		More than
Contractual Obligations:	Total		Less than 1 year		years		years		5 years
Long term debt A	$	106.9	$	5.7	$	12.5	$	48.1	$	40.6
Interest related to long term debt B	$	33.8	$	6.4	$	11.8	$	6.5	$	9.1
Vessel Management Fees to CSI C	$	6.0	$	1.5	$	4.5	$	0.0	$	0.0
Vessel acquisitions D	$	182.0	$	182.0	$	0.0	$	0.0	$	0.0
Operating leases E	$	51.3	$	12.2	$	22.3	$	16.8	$	0.0
Total	$	380.0	$	207.8	$	51.1	$	71.4	$	49.7

A.         Relates to the principal repayments of our Long term debt (see “Item 18. Financial Statements—Note 7—Debt.”).

B.         Relates to interest payments of our Long term debt based on our facilities’ fixed interest rates, since all of our facilities were not subject to floating interest rates (see “Item 18. Financial Statements—Note 7—Debt.”).

C.         Relates to our obligation for monthly management fees under our letter agreement with CSI for all the vessels in our fleet. These fees also cover the provision of services rendered in relation to the maintenance of proper books and records and services in relation to financial reporting requirements under SEC and NASDAQ rules (see "Item 18. Financial Statements—Note 5—Transactions with Related Parties").

D.         Relates to the remaining payments for the acquisition of our five newbuilding vessels, namely M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790), Eco Venice Beach (Hull No 2791), Eco West Coast (Hull No 865) and Eco Malibu (Hull No 866). Note that after the VLCC transaction on January 6, 2021 our contractual obligations for vessel acquisitions will be $211.1 million, $116.4 million in 2021 and $94.7 in 2022 (see "Item 18. Financial Statements—Note 8— Commitments and Contingencies").

E.         Relates to the bareboat hire payable for M/T Eco Bel Air and M/T Eco Beverly Hills.

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Other Contractual Obligations:

We have entered into separate agreements with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare furnishes our four executive officers. These agreements were entered into following the termination of prior employment agreements. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties”.

Other major capital expenditures will include funding the maintenance program of regularly scheduled intermediate survey or special survey dry-docking necessary to preserve the quality of our vessels and chartered in vessels, as well as to comply with international shipping standards and environmental laws and regulations. Although we have some flexibility regarding the timing of this maintenance, the costs are relatively predictable. Vessels are younger than 15 years are required to undergo in-water intermediate surveys 2.5 years after a special survey dry-docking and that such vessels are to be dry-docked every five years. Vessels 15 years or older are required to undergo drydock intermediate survey every 2.5 years and not use in-water surveys for this purpose.

G.         Safe Harbor

Forward-looking information discussed in Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as “forward-looking statements.” We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see “Cautionary Statement Regarding Forward-Looking Statements” in this annual report.

ITEM 6.         DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.         Directors and Senior Management

Set forth below are the names, ages and positions of our directors, executive officers and key employees. Members of our Board of Directors are elected annually on a staggered basis and each director elected holds office for a three-year term.

Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected.

Name	Age	Position
Evangelos J. Pistiolis	48	Director, President, Chief Executive Officer
Alexandros Tsirikos	47	Director, Chief Financial Officer
Konstantinos Patis	47	Chief Technical Officer
Vangelis G. Ikonomou	56	Chief Operating Officer
Konstantinos Karelas	48	Independent Non-Executive Director
Stavros Emmanuel	78	Independent Non-Executive Director
Paolo Javarone	47	Independent Non-Executive Director

Biographical information with respect to each of our directors and executives is set forth below.

Evangelos J. Pistiolis founded our Company in 2000, is our President and Chief Executive Officer, and has served on our Board of Directors since July 2004. Mr. Pistiolis graduated from Southampton Institute of Higher Education in 1999, where he studied shipping operations and from Technical University of Munich in 1994 with a bachelor’s degree in mechanical engineering. His career in shipping started in 1992 when he was involved with the day-to-day operations of a small fleet of drybulk vessels. From 1994 through 1995, he worked at Howe Robinson & Co. Ltd., a London shipbroker specializing in container vessels. While studying at the Southampton Institute of Higher Education, Mr. Pistiolis oversaw the daily operations of Compass United Maritime Container Vessels, a ship management company located in Greece.

Alexandros Tsirikos has served as our Chief Financial Officer since April 1, 2009. Mr. Tsirikos is a U.K. qualified Chartered Accountant (ACA) and has been employed with TOP Ships Inc. since July 2007 as our Corporate Development Officer. Prior to joining TOP Ships Inc., Mr. Tsirikos was a manager with PricewaterhouseCoopers, or PwC, where he worked as a member of the PwC Advisory team and the PwC Assurance team, thereby drawing experience both from consulting as well as auditing. As a member of PwC’s Advisory team, he led and participated in numerous projects in the public and the private sectors, including strategic planning and business modeling, investment analysis and appraisal, feasibility studies, costing and project management. As a member of the PwC’s Assurance team, Mr. Tsirikos was part of the International Financial Reporting Standards, or IFRS, technical team of PwC Greece and lead numerous IFRS conversion projects for listed companies. He holds a Master’s of Science in Shipping Trade and Finance from City University of London and a bachelor’s degree with honors in Business Administration from Boston University in the United States. He speaks English, French and Greek.

Konstantinos Patis has served as our Chief Technical Officer since January 2018. Mr. Patis holds a Master’s of Science and a Bachelor’s degree, both in Marine Engineering from the University of Newcastle upon Tyne in the UK, as well as a Bachelor’s degree in Naval Architecture from the Technological Educational Institute of Athens, in Greece. He started his carrier in 1997 acting as a Superintendent Engineer, thereafter as Fleet Manager and from 2014 as Technical Manager in various ship management companies in Greece, like Cyprus Sea Lines, Technomar Shipping, Aeolian Investments, Arion Shipping operating diverse fleets of Tankers, Bulk Carriers and Containers and was involved in the technical supervision, repairs, dry docks and construction of new projects.

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Vangelis G. Ikonomou is our Chief Operating Officer. Prior to joining us, Mr. Ikonomou was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr. Ikonomou worked, from 1993 to 2000, for Eastern Mediterranean Maritime Ltd., a ship management company in Greece, in the commercial as well as the safety and quality departments. Mr. Ikonomou holds a Master’s degree in Shipping Trade and Finance from the City University Business School in London, a bachelor’s degree in Business Administration from the University of Athens in Greece and a Navigation Officer Degree from the Higher State Merchant Marine Academy in Greece.

Konstantinos Karelas has served on our Board of Directors and has been member of the Audit Committee since April 2014. Since 2008, Mr. Karelas has served as the President and CEO of Europe Cold Storages SA, one of the leading companies in the field of refrigeration logistics.

Stavros Emmanuel has served on our Board of Directors since December 31, 2017 and has been member of the Audit Committee since December 2018. Captain Stavros Emmanuel has 47 years of experience in the shipping industry and expertise in operation and chartering matters. He obtained a Naval Officers degree from ASDEN Nautical Academy of Aspropyrgos, Greece and earned a Master Mariners degree in 1971. He has worked in various management capacities at Compass United Maritime and Primal Tankers Inc. From 2004 to 2009 he was our Chief Operating Officer. After leaving us, Captain Stavros Emmanuel has been an independent advisor to various shipping companies.

Paolo Javarone has served on our Board of Directors since September 1, 2014. Mr. Javarone is a member of the Italian Shipbrokers Association. From 2015, Mr. Javarone has been working for Shipping 360 Ltd, a boutique shipbroking company with offices in London and Monaco and before that he has been working since 2000 for Sernavimar S.R.L., one of the most reputable shipbroking houses in Italy, which cooperates with many of the oil major companies and trading associations of the industry. From 1994 to 2000, Mr. Javarone worked for Genoa Sea Brokers in the tanker wing of the company specializing in clean petroleum products and edible markets. Previously, Mr. Javarone worked for S.a.n.a. Eur, a company based in Rome Italy, where he was tasked with supplying energy and offshore supply. Before S.a.n.a., Mr. Javarone worked for Sidermar di Navigazione S.P.A. in the dry cargo field. Mr. Javarone holds a Shipbroker degree from National Agents Association Shipbroking School in Italy and a degree in Shipping Economics and Law from Nautical Maritime School in Italy.

B.         Compensation

On September 1, 2010, we entered into separate agreements with Central Mare, pursuant to which Central Mare furnishes our four executive officers as described below. During the fiscal year ended December 31, 2020, we paid to the members of our senior management and to our director’s aggregate compensation of $0.4 million. We do not have a retirement plan for our officers or directors and we did not issue any stock options or other securities to them as part of compensation for the fiscal year ended December 31, 2020.

Under the terms of the agreement for the provision of our Chief Executive Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2014 and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.

If our Chief Executive Officer’s employment is terminated without cause, he is entitled to certain personal and household security costs. If he is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare’s rights to pursue damages for such termination. In the event of a change of control, the Chief Executive Officer is entitled to receive a cash payment of ten million Euros. The agreement also contains death and disability provisions. In addition, the Chief Executive Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of the agreement for the provision of our Chief Operating Officer, we are obligated to pay annual base salary and additional incentive compensation as determined by our Board of Directors. The initial term of the agreement expired on August 31, 2011 and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term. In the event of a change of control, he is entitled to receive a cash payment of three years’ annual base salary. The agreement also contains death and disability provisions. In addition, our Chief Operating Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of the agreement for the provision of our Chief Financial Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2012, and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.

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If our Chief Financial Officer is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare’s rights to pursue damages for such termination. In the event of a change of control, our Chief Financial Officer is entitled to receive a cash payment equal to three years’ annual base salary. The agreement also contains death and disability provisions. In addition, our Chief Financial Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of our agreement for the provision of our Chief Technical Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2011, however the agreement is being automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term. In the event of a change of control, the Chief Technical Officer is entitled to receive a cash payment equal to three years’ annual base salary. In addition, our Chief Technical Officer is subject to non-competition and non-solicitation undertakings.

Equity Incentive Plan

On April 15, 2015, our Board of Directors adopted the 2015 Stock Incentive Plan, or the 2015 Plan, under which our directors, officers, key employees as well as consultants and service providers may be granted non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, unrestricted stock and other-equity based-related awards. However due to the recent reverse stock splits the reserved number of common shares available for issuance has dropped below one and the 2015 Plan is no longer available.

C.         Board Practices

Our Board of Directors is divided into three classes. Members of our Board of Directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. We currently have two executive directors and three independent non-executive directors. The term of our Class II directors, Paolo Javarone and Konstantinos Karelas, expires at the annual general meeting of shareholders in 2021. The term of our Class III director, Alexandros Tsirikos, expires at the annual general meeting of shareholders in 2022.The term of our Class I directors, Stavros Emmanuel and Evangelos J. Pistiolis expires at the annual general meeting of shareholders in 2023.

Committees of our Board of Directors

We currently have an audit committee composed of three independent members, who are responsible for reviewing our accounting controls and recommending to our Board of Directors, the engagement of our outside auditors. Konstantinos Karelas, Paolo Javarone and Stavros Emmanuel (Chairman), whose biographical details are included in Item 6 of this Annual Report, are the members of the audit committee, and our Board of Directors has determined that they are independent under the Nasdaq corporate governance rules.

Our compensation committee and nominating and governance committees are currently composed of the following three members: Konstantinos Karelas, Paolo Javarone and Stavros Emmanuel. The compensation committee carries out our Board of Directors’ responsibilities relating to compensation of our executive and non-executive officers and provides such other guidance with respect to compensation matters as the committee deems appropriate. The nominating and governance committee assists our Board of Directors in: (i) identifying, evaluating and making recommendations to our Board of Directors concerning individuals for selections as director nominees for the next annual meeting of stockholders or to otherwise fill vacancies on our Board of Directors; (ii) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to us; and (iii) reviewing our overall corporate governance and recommending improvements to our Board of Directors from time to time.

As a foreign private issuer, we are exempt from certain Nasdaq requirements that are applicable to U.S. domestic companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on Nasdaq, please see Item 16G of this Annual Report.

D.         Employees

We have only one direct employee while our four executive officers and a number of administrative employees are furnished to us pursuant to agreements with Central Mare, as described above. Our Fleet Manager ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that our vessels employ experienced and competent personnel. As of December 31, 2018, 2019 and 2020, we employed 173, 269 and 136 sea going employees, indirectly through our Fleet Managers.

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E.         Share Ownership

The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

ITEM 7.         MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.         Major Shareholders

The following table sets forth the beneficial ownership of our voting securities, comprised of our common shares and Series D Preferred Shares, as of the date of this annual report, held by: (i) each person or entity that we know beneficially owns 5% or more of our common shares and (ii) all our executive officers, directors and key employees as a group. Beneficial ownership is determined in accordance with the SEC’s rules. In computing percentage ownership of each person, common shares subject to options held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. All shareholders of common stock are entitled to one vote for each common share held and holders of our Series D Preferred Shares are entitled to 1,000 votes per Series D Preferred share held.

Name and Address of Beneficial Owner(2)	Number of Shares Owned	Percentage of Class			Percentage of Total Voting Power
Lax Trust (1)	100,000 Series D Preferred Shares (3)		100	%		73.7	%
	11,264 Series E Preferred Shares		100	%
Executive officers, directors and key employees	100,000 Common Stock		0.3	%		0.1	%

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(1)         The above information is derived, in part, from the Schedule 13D/A filed with the SEC on September 4, 2020. The Lax Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director. The business address of the Lax Trust is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. The above percentage of total voting power is based on 151,095,972 eligible votes, which is calculated by taking the sum of (i) 39,831,972 common shares outstanding (one vote per common share held), (ii) 100,000,000 votes carried by the outstanding Series D Preferred Shares (1,000 votes per Series D Preferred Share held) and (iii) 11,264,000 votes carried by the outstanding Series E Preferred Shares (1,000 votes per Series E Preferred Share held). The 11,264 Series E Preferred Shares held by Family Trading may be converted to 10,147,748 common shares under certain circumstances. Pursuant to a Standstill Agreement, dated August 20, 2020, Family Trading agreed not to convert any of its Series E Preferred Shares into common shares until August 20, 2021, other than in connection with a change of control of us.

(2)         Morgan Stanley and Hudson Bay Management LP each reported holdings in excess of 5% on Schedule 13G or amendments to Schedule 13G during 2020. Due to subsequent issuances and sales of our common shares, we no longer believe these shareholders have at least a 5% interest in the Company based on the number of shares reported on each reporting persons Schedule 13G or any amendments thereto.

(3)         As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease, under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

As of April 19, 2021, we had two shareholders of record, which were located in the United States and held an aggregate of 39,831,972 our common shares, representing 100% of our outstanding common shares. However, one of the U.S. shareholder of record is Cede & Co., which held our common shares. We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.

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B.         Related Party Transactions

Please also see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.”

(a) Central Mare– Executive Officers and Other Personnel Agreements

On September 1, 2010, we entered into separate agreements with Central Mare, a related party affiliated with the family of our President, Chief Executive Officer and Director, Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides us with our executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer).

The fees charged by and expenses relating to Central Mare for the years ended December 31, 2018, 2019 and 2020 are $2.3 million, $0.3 million, and $0.3 million respectively.

(b) Central Shipping Monaco SAM (“CSM”) – Letter Agreement and Management Agreements

On March 10, 2014, we entered into a letter agreement, or the Letter Agreement, with CSM, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, and on March 10, 2014 and June 18, 2014 we entered into management agreements, or Management Agreements, between CSM and our vessel-owning subsidiaries respectively. The Letter Agreement could only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the Letter Agreement.

Pursuant to the Letter Agreement, as well as the Management Agreements concluded between CSM and our vessel-owning subsidiaries, we paid a technical management fee of $595 per day per vessel for the provision of technical, operation, insurance, bunkering and crew management, commencing three months before the vessel was scheduled to be delivered by the shipyard and a commercial management fee of $328 per day per vessel, commencing from the date the vessel was delivered from the shipyard. In addition, the Management Agreements provided for payment to CSM of: (i) $541 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSM also performed supervision services for all of our newbuilding vessels while the vessels were under construction, for which we paid CSM the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSM provided, at cost, all accounting, reporting and administrative services. Finally, the Letter Agreement provided for a performance incentive fee for the provision of management services to be determined at our discretion. The Management Agreements had an initial term of five years, after which they would have continued to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the Management Agreements, all fees payable to CSM were adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase was effected.

The fees charged by and expenses relating to CSM for the year ended December 31, 2018 were $8.9 million. For the year ended December 31, 2018, CSM also charged us newbuilding supervision related pass-through costs amounting to $1.0 million. On January 1, 2019, we terminated the letter agreement with CSM without incurring any penalties.

(c) Central Shipping Inc (“CSI”) – Letter Agreement and Management Agreements

On January 1, 2019, we entered into a letter agreement with CSI (“CSI Letter Agreement”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis and on the same date we entered into management agreements, or the CSI Management Agreements, between CSI and our vessel-owning subsidiaries respectively. The CSI Letter Agreement can only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the CSI Letter Agreement.

Pursuant to the CSI Letter Agreement, as well as the CSI Management Agreements concluded between CSI and our vessel-owning subsidiaries, we pay a management fee of $561 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard. In addition, the CSI Management Agreements provide for payment to CSI of: (i) $510 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI also performs supervision services for all of our newbuilding vessels while the vessels are under construction, for which we pay CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSI provides, at cost, all accounting, reporting and administrative services. Finally, the CSI Letter Agreement provides for a performance incentive fee for the provision of management services to be determined at our discretion. The CSI Management Agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the CSI Management Agreements, all fees payable to CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% than a 2% increase is effected.

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The fees charged by and expenses relating to CSI for the years ended December 31, 2019 and 2020 were $4.2 million and $12.3 million respectively. For the years ended December 31, 2019 and 2020, CSI also charged us newbuilding supervision related pass-through costs amounting to $1.0 and $1.0 million respectively.         

(d) Issuance of Series E Preferred Shares to Family Trading Inc (“Family Trading”)

On March 29, 2019 we entered into a stock purchase agreement with Family Trading pursuant to which we exchanged the outstanding principal, fees and interest of the Further Amended Family Trading Credit Facility with 27,129 Series E Preferred Shares. As of December 31, 2020, pursuant to the terms of the Series E Preferred Shares we owed $0.9 million of dividends to Family Trading. For more information about Series E Preferred Shares please see “Item 10. Additional Information—B. Memorandum and Articles of Association.

On June 30, 2019, we issued 1,029 Series E Shares for the payment of dividends accumulated since the original issuance of the Series E Preferred Shares through June 30, 2019.

From July 25, 2019 to March 19, 2020, we redeemed 33,798 of Series E Preferred Shares for an aggregate purchase price of $38.9 million.

On February 17, 2020, we issued 16,004 Series E Preferred Shares to Family Trading, as settlement of the consideration outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from Mr. Evangelos J. Pistiolis, and for dividends payable to Family Trading Inc. under already outstanding Series E Preferred Shares.

On June 30, 2020, we issued 900 Series E Preferred Shares to Family Trading, as settlement for dividends payable to Family Trading Inc. under already outstanding Series E Preferred Shares.

(e) Vessel Acquisitions from affiliated entities

From January 31, 2018 to January 6, 2021 we entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis. As of December 31, 2020, we owe $1.2 million to the previous owners of the newbuilding vessels. For more information on these vessel acquisitions please see “Item 18. Financial Statements—Note 1— Basis of Presentation and General Information.” and “Item 4. Information On The Company - A.         History and Development of the Company –Recent Developments.”

(f) Charter Parties with Central Tankers Chartering Inc (“Central Tankers Chartering”)

On May 4, 2020 we acquired from entities affiliated with Mr. Evangelos J. Pistiolis three Marshall Island companies that owned for the newbuilding vessels M/T Eco Van Nuys, M/T Eco Santa Monica and M/T Eco Venice Beach, due for delivery in the first quarter of 2021. These companies were each a party to a time charter party with Central Tankers Chartering, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, The time charters were for a firm period of five years at a daily rate of $16,200 with two optional years at daily rates of $17,200 and $18,200 respectively, at Central Tankers Chartering’s option and would have commenced upon each vessel’s delivery from the shipyard in the first quarter of 2021.On January 6, 2021 the abovementioned companies were sold as part of the VLCC Transaction.

On January 6, 2021 we acquired a shipowning company from an entity affiliated with Mr. Evangelos J. Pistiolis that owned a newbuilding Suezmax tanker due for delivery in February 2022 which was party to a time charter, with Central Tankers Chartering Inc, for a firm duration of five years at a gross daily rate of $32,450, with two optional years at $33,950 and $35,450 at Central Tankers Chartering’s option. The time charter will commence on the vessel’s delivery. As of December 31, 2020, there were no amounts due to Central Tankers Chartering.

(g) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares.

As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease, under certain circumstances, and in exchange, we agreed to indemnify him for any losses suffered as a result of the guarantee provided, and we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

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C.         Interests of Experts and Counsel

Not applicable.

ITEM 8.         FINANCIAL INFORMATION.

A.         Consolidated Statements and Other Financial Information

See “Item 18—Financial Statements.”

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

On August 1, 2017, we received a subpoena from the U.S. Securities and Exchange Commission (“SEC”) requesting certain documents and information in connection with offerings we made between February 2017 and August 2017. We provided the requested information to the SEC in response to that subpoena. On September 26, 2018 and on October 5, 2018 we received two additional subpoenas from the SEC requesting certain documents and information in connection with the previous subpoena we received on August 1, 2017. We provided the requested information to the SEC in response to these subpoenas. The SEC investigation is ongoing and we continue to cooperate with the SEC in its investigation. Our last communication with the SEC was in February 2019. We are unable to predict what action, if any, might be taken by the SEC or its staff as a result of this investigation or what impact, if any, the cost of responding to the SEC’s investigation or its ultimate outcome might have on our financial position, results of operations or liquidity.

On August 23, 2017, a purported securities class action complaint was filed in the United States District Court for the Eastern District of New York (No. 2:17-cv-04987(JFB)(SIL)) by Christopher Brady on behalf of himself and all others similarly situated against (among other defendants) us and two of our executive officers. The complaint was brought on behalf of an alleged class of those who purchased our common stock between January 17, 2017 and August 22, 2017, and alleges that we and two of our executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On August 24, 2017, a second purported securities class action complaint was filed in the same court against the same defendants (No. 2:17-cv-05016 (JFB)(SIL)) which makes similar allegations and purports to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. By order dated July 20, 2018, the court consolidated the two actions under docket no. 2:17-cv-04987 and appointed lead plaintiffs for the consolidated action. On September 18, 2018, the plaintiffs filed a consolidated amended complaint. The amended complaint purports to be brought on behalf of shareholders who purchased our common stock between November 23, 2016 and April 3, 2018, makes allegations similar to those made in the original complaints, seeks similar relief as the original actions, and alleges that some or all the defendants violated sections 9, 10(b), 20(a), and/or 20A of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. All defendants filed motions to dismiss the amended complaint on March 25, 2019. Plaintiffs filed a consolidated opposition to defendants’ motions to dismiss on May 24, 2019. Defendants filed replies in further support of the motions to dismiss on June 28, 2019. In a Memorandum Decision and Order dated August 3, 2019, the Court granted defendants’ motions to dismiss under Rule 12(b)(6) and denied Plaintiffs’ request for leave to amend. On August 7, 2019, the Court entered judgment dismissing the case. Plaintiffs filed a notice of appeal on August 26, 2019. Plaintiffs/appellants filed their opening brief on the appeal on October 25, 2019. Defendants/appellees filed their response briefs on November 26 and November 27, 2019, and plaintiffs/appellants filed their reply brief on December 11, 2019. The Court of Appeals held oral argument on March 10, 2020 and took the matter under advisement. On April 2, 2020, the Court of Appeals issued a summary order affirming the District Court’s decision dismissing Plaintiffs’ claims and denying leave to amend and the case is now officially concluded in our favor.

By letter dated January 2, 2019, certain co-defendants in the class action litigation (Kalani Investments Ltd. (“Kalani”), Murchinson Ltd. and Marc Bistricer) requested that we indemnify and hold them harmless against all losses, including reasonable costs of defense, arising from the litigation, pursuant to the provisions of the Common Stock Purchase Agreement between us and Kalani. We acknowledged receipt of this indemnification request by letter dated February 20, 2019, and reserve all of our rights.

Dividend Distribution Policy

The declaration and payment of any future special dividends shall remain subject to the discretion of our Board of Directors and shall be based on general market and other conditions including our earnings, financial strength and cash requirements and availability. Further, until the AT Bank Bridge Facility was fully prepaid in March 2020 we couldn’t pay any cash dividends to any class of our common shares.

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B.         Significant Changes

All significant changes have been included in the relevant sections.

ITEM 9.         THE OFFER AND LISTING.

Not applicable except for Item 9.A.4. and Item 9.C.

Share History and Markets

Since July 23, 2004, the primary trading market for our common shares has been Nasdaq on which our shares are now listed under the symbol “TOPS.”

ITEM 10.         ADDITIONAL INFORMATION

A.         Share Capital

Not applicable.

B.         Memorandum and Articles of Association

Purpose

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act, or BCA. Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws, as further amended, do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Our authorized capital stock consists of 1,000,000,000 common shares, par value $0.01 per share, of which 39,831,972 shares were issued and outstanding as of the date of this annual report and 20,000,000 preferred shares with par value of $0.01, of which 100,000 Series D Preferred Shares and 11,264 Series E Preferred Shares were issued and outstanding as of the same date. Our Board of Directors has the authority to establish such series of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred stock.

On September 14, 2016, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a shareholder rights plan, as set forth in a Stockholders Rights Agreement dated as of September 22, 2016, by and between us and Computershare Trust Company, N.A., as rights agent (now taken over by our new transfer agent, AST), described below under the section entitled “—Stockholders Rights Agreement”. In connection with the Stockholders Rights Agreement, we designated 1,000,000 shares as Series A Participating Preferred Stock, none of which are outstanding as of the date of this annual report.

Description of Common Shares

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board of Directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares that we may issue in the future.

Description of Preferred Shares

Our Third Amended and Restated Articles of Incorporation authorize our Board of Directors to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including the designation of the series, the number of shares of the series, the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series, and the voting rights, if any, of the holders of the series.

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Description of Series D Preferred Shares

On May 8, 2017, we issued 100,000 shares of Series D Preferred Shares to Tankers Family Inc., a company controlled by Lax Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, for $1,000 pursuant to a stock purchase agreement. Each Series D Preferred Share has the voting power of one thousand (1,000) common shares.

On April 21, 2017, we were informed by ABN Amro Bank that we were in breach of a loan covenant that requires that any member of the family of Mr. Evangelos J. Pistiolis, maintain an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 30% of our outstanding Common Shares. ABN Amro Bank requested that either the family of Mr. Evangelos J. Pistiolis maintain an ownership interest of at least 30% of the outstanding common shares or maintain voting rights interests of above 50% in us. In order to regain compliance with the loan covenant, we issued the Series D Preferred Shares.

The Series D Preferred Stock has the following characteristics:

Conversion. The Series D Preferred Shares are not convertible into common shares.

Voting. Each Series D Preferred Share has the voting power of 1,000 common shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease, under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

Distributions. The Series D Preferred Shares shall have no dividend or distribution rights.

Maturity. The Series D Preferred Shares shall expire and all outstanding Series D shares shall be redeemed by us for par value on the date that any financing facility with any financial institution, which requires that any member of the family of Mr. Evangelos J. Pistiolis maintains a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of our issued and outstanding common shares, respectively, are fully repaid or reach their maturity date. The Series D Preferred Shares shall not be otherwise redeemable. Currently the SLBs with Bocomm Leasing, AVIC and Navigare, as well as the senior secured loan with ABN Amro have similar provisions that are satisfied via the existence of the Series D Shares.

Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of our Company, the Series D Preferred Shares shall have a liquidation preference of $0.01 per share.

The description of the Series D Convertible Preferred Shares is subject to and qualified in its entirety by reference to the Securities Purchase Agreement, Certificate of Designation of the Series D Preferred Shares, and Certificate of Amendment to the Certificate of Designation. Copies of the Securities Purchase Agreement and Certificate of Designation of the Series D Preferred Shares have been filed as exhibits to our Report on Form 6-K filed with the SEC on May 8, 2017. The Certificate of Amendment to the Certificate of Designation was filed as an exhibit to our Report on Form 6-K filed with the SEC on December 4, 2020.

Description of Series E Convertible Preferred Stock

On April 1, 2019, we announced the sale of 27,129 newly issued Series E Preferred Shares at a price of $1,000 per share to Family Trading in exchange for the full and final settlement of the loan facility between our Company and Family Trading dated December 23, 2015, as amended.

On June 30, 2019, we issued 1,029 Series E Shares for the payment of dividends accumulated since the original issuance of the Series E Preferred Shares through June 30, 2019.

From July 25, 2019 to March 19, 2020, we redeemed 33,798 of Series E Preferred Shares for an aggregate purchase price of $38.9 million. On February 17, 2020 we issued 16,004 Series E Preferred Shares to Family Trading Inc., as settlement of the consideration outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from parties affiliated with Mr. Pistiolis, and for dividends payable to Family Trading Inc. under already outstanding Series E Preferred Shares. On June 30, 2020, we issued 900 Series E Preferred Shares to Family Trading, as settlement for dividends payable to Family Trading Inc. under already outstanding Series E Preferred Shares.

As of the date of this annual report, there were 11,264 shares of Series E Preferred Shares outstanding.

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The Series E Preferred Shares have the following characteristics:

Conversion. Each holder of Series E Preferred Shares, at any time and from time to time, has the right, subject to certain conditions, to convert all or any portion of the Series E Preferred Shares then held by such holder into our common shares at the conversion rate then in effect. Each Series E Preferred Shares is convertible into the number of our common shares equal to the quotient of $1,000 plus any accrued and unpaid dividends divided by the lesser of the following four prices: (i) $500, (ii) 80% of the lowest daily VWAP of our common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of our then outstanding convertible shares or warrants, (iv) the lowest issuance price of our common shares in any transaction from the date of the issuance the Series E Preferred Shares onwards. All conversions are subject to a floor of $0.60 (the “Floor Price”), which is adjusted (decreased) in case of splits or subdivisions of our outstanding shares and is not adjusted in case of reverse stock splits or combinations of our outstanding shares.

Limitations of Conversion. Holders of the shares of Series E Preferred Shares shall be entitled to convert the Series E Preferred Shares in full, regardless of the beneficial ownership percentage of the holder after giving effect to such conversion.

Voting.  The holders of Series E Preferred Shares are entitled to the voting power of one thousand (1,000) of our common shares.  The holders of Series E Preferred Shares and the holders of our common shares shall vote together as one class on all matters submitted to a vote of our shareholders. The holders of Series E Preferred Shares have no special voting rights and their consent shall not be required for taking any corporate action.

Distributions. Upon any liquidation, dissolution or winding up of our Company, the holders of Series E Preferred Shares shall be entitled to receive the net assets of our Company pari passu with the Common Shares.

Redemption.  We at our option shall have the right to redeem a portion or all of the outstanding Series E Preferred Shares. We shall pay an amount equal to one thousand dollars ($1,000) per each Series E Preferred Shares, or the Liquidation Amount, plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends on such Preferred Shares (collectively referred to as the “Redemption Amount”). In order to make a redemption, we shall first provide one business day advance written notice to the holders of our intention to make a redemption, or the Redemption Notice, setting forth the amount it desires to redeem. After receipt of the Redemption Notice, the holders shall have the right to elect to convert all or any portion of its Series E Preferred Shares. Upon the expiration of the one business day period, we shall deliver to each holder the Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.

The Series E Preferred Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstance.

Dividends. The holders of outstanding Series E Preferred Shares shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a “Semi Annual Dividend Payment Date”), commencing on the first Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Preferred Shares computed on the basis of a 365-day year and the actual days elapsed.

Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends paid on the Series E Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Our Board of Directors may fix a record date for the determination of holders of Series E Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Ranking. All shares of Series E Preferred Shares shall rank pari passu with all classes of our common shares.

The description of the Series E Preferred Shares is subject to and qualified in its entirety by reference to the Securities Purchase Agreement and Certificate of Designation of the Series E Preferred Shares. Copies of the Securities Purchase Agreement and Statement of Designation of the Series E Preferred Shares have been filed as exhibits to our Report on Form 6-K filed with the SEC on April 1, 2019.

Shareholder Meetings

Under our Amended and Restated By-Laws, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time exclusively by our Board of Directors. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.

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Directors

Our directors are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, prohibit cumulative voting in the election of directors.

Our Board of Directors must consist of at least one member and not more than twelve, as fixed from time to time by the vote of not less than 66 2/3% of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of our Board of Directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

Classified Board

Our Amended and Restated Articles of Incorporation provide for the division of our Board of Directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.

Election and Removal

Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws require parties other than our Board of Directors to give advance written notice of nominations for the election of directors. Our Third Amended and Restated Articles of Incorporation provide that our directors may be removed only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including certain mergers or consolidations or sales of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares, subject to exceptions. For example, the right of a dissenting shareholder to receive payment of the fair value of his shares is not available if for the shares of any class or series of shares, which shares at the record date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders to act upon the agreement of merger or consolidation, were either (1) listed on a securities exchange or admitted for trading on an interdealer quotation system or (2) held of record by more than 2,000 holders. In the event of any further amendment of the articles, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates. On November 20, 2014, we amended our Amended and Restated By-Laws to provide that unless we consent in writing to the selection of alternative forum, the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other of our employees or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BCA, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the High Court of the Republic of the Marshall Islands, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This provision of our By-Laws does not apply to actions arising under U.S. federal securities laws.

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Anti-takeover Provisions of our Charter Documents

Several provisions of our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Business Combinations

Our Third Amended and Restated Articles of Incorporation include provisions which prohibit us from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless:

● prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

● upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced;

● at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and

● the shareholder became an interested shareholder prior to the consummation of the initial public offering.

Limited Actions by Shareholders

Our Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

Our Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that only our Board of Directors may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our Board of Directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Blank Check Preferred Stock

Under the terms of our Third Amended and Restated Articles of Incorporation, our Board of Directors has authority, without any further vote or action by our shareholders, to issue up to 20,000,000 shares of blank check preferred stock. Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Super-majority Required for Certain Amendments to Our By-Laws

On February 28, 2007, we amended our by-laws to require that amendments to certain provisions of our by-laws may be made when approved by a vote of not less than 66 2/3% of the entire Board of Directors. These provisions that require not less than 66 2/3% vote of our Board of Directors to be amended are provisions governing: the nature of business to be transacted at our annual meetings of shareholders, the calling of special meetings by our Board of Directors, any amendment to change the number of directors constituting our Board of Directors, the method by which our Board of Directors is elected, the nomination procedures of our Board of Directors, removal of our Board of Directors and the filling of vacancies on our Board of Directors.

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Stockholders Rights Agreement

On September 14, 2016, our Board of Directors declared a dividend of one preferred share purchase right, or a Right, for each outstanding common share and adopted a shareholder rights plan, as set forth in the Stockholders Rights Agreement dated as of September 22, 2016, or the Rights Agreement, by and between us and Computershare Trust Company, N.A. (now taken over by our new transfer agent, AST), as rights agent.

The Board adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of our outstanding common shares without the approval of our Board of Directors. If a shareholder’s beneficial ownership of our common shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold, that shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage by 1% or more.

The Rights may have anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our Board of Directors. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us. Because our Board of Directors can approve a redemption of the Rights for a permitted offer, the Rights should not interfere with a merger or other business combination approved by our Board.

For those interested in the specific terms of the Rights Agreement, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which is an exhibit to the Form 8-A filed by us on September 22, 2016 and incorporated herein by reference. The foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibit.

The Rights. The Rights trade with, and are inseparable from, our common shares. The Rights are evidenced only by certificates that represent our common shares. New Rights will accompany any new of our common shares issued after October 5, 2016 until the Distribution Date described below.

Exercise Price. Each Right allows its holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock, or a Series A Preferred Share, for $50.00, or the Exercise Price, once the Rights become exercisable. This portion of a Series A Preferred Share will give the shareholder approximately the same dividend, voting and liquidation rights as would one common share. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights are not exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 15% or more of our outstanding common shares.

Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying common shares or are reportable for purposes of Regulation 13D of the Exchange Act—are treated as beneficial ownership of the number of our common shares equivalent to the economic exposure created by the derivative position, to the extent our actual common shares are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of our outstanding common shares, the Rights Agreement “grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.

The date when the Rights become exercisable is the “Distribution Date.” Until that date, our common share certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of our common shares will constitute a transfer of Rights. After that date, the Rights will separate from our common shares and will be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of our common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Series A Preferred Share Provisions

Each one one-thousandth of a Series A Preferred Share, if issued, will, among other things:

● not be redeemable;

● entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common shares since the immediately preceding quarterly dividend payment date; and

● entitle holders to one vote on all matters submitted to a vote of our shareholders.

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The value of one one-thousandth interest in a Series A Preferred Share should approximate the value of one common share.

Consequences of a Person or Group Becoming an Acquiring Person.

● Flip In.  If an Acquiring Person obtains beneficial ownership of 15% or more of our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of our common shares (or, in certain circumstances, cash, property or other of our securities) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below.

Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

● Flip Over. If, after an Acquiring Person obtains 15% or more of our common shares, (i) we merge into another entity; (ii) an acquiring entity merges into us; or (iii) we sell or transfer 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of our common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

● Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Redemption. Our Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If our Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be adjusted if we have a stock dividend or a stock split.

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding common shares, the Board may extinguish the Rights by exchanging one common share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In certain circumstances, we may elect to exchange the Rights for cash or other of our securities having a value approximately equal to one common share.

Expiration. The Rights expire on the earliest of (i) September 22, 2026; or (ii) the redemption or exchange of the Rights as described above.

Anti-Dilution Provisions. The Board may adjust the purchase price of the Series A Preferred Shares, the number of Series A Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series A Preferred Shares or our common shares. No adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Taxes. The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.

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2014 Warrants

Our 2014 Warrants contained certain anti-dilution provisions, which were triggered as a result of reverse stock splits, the Series B Transaction, the Equity Line Offering, the Series C Transaction, the First Purchase Agreement, the Second Purchase Agreement and Amended Family Trading Credit Facility. On July 31, 2019, all outstanding 2014 Warrants expired and as of that date, an aggregate 4,621,611 of the 2014 Warrants were exercised for a total issuance of 13,920 common shares.

2018 Warrants

On October 26, 2018, we priced a public offering of 4,000 common shares, and warrants to purchase 7,000 common shares, or the 2018 Warrants, at $750 per common share and $0.005 per warrant. The 2018 Warrants had an exercise price of $750 per share and expired four months from the date of issuance. By February 25, 2019, all of the 2018 Warrants had been exercised for 7,000 common shares and gross proceeds of $3.8 million.

Traditional Warrants

On September 13, 2019, we closed an underwritten public offering of an aggregate of 63,200 common shares or Pre-Funded Warrants, Traditional Warrants to purchase up to 71,600 of our common shares and an overallotment option of up to 9,480 common shares. Each Traditional Warrant entitled the holder to purchase either 0.04 common shares upon a cash exercise or 0.028 common shares upon a cashless exercise. Each Traditional Warrant had an exercise price of $204.75. The Traditional Warrants expired on December 31, 2019. From September 13 to December 31, 2019, 49,803 common shares were issued pursuant to the cashless exercise of 1,778,700 Traditional Warrants.

2019 Class A Warrants and Class B Warrants

On November 6, 2019, concurrently with the November 2019 Registered Offering described above, we commenced a private placement whereby we issued and sold warrants to purchase up to 336,000 of our common shares. One-half of the warrants expired on the eight-month anniversary of the date of issuance of the common shares sold under the November 2019 Registered Offering (the Class A Warrants) and one-half of the warrants will expire on the eighteen-month anniversary of the date of issuance of the common shares sold under the November 2019 Registered Offering (the Class B Warrants).

Each Class A Warrant was immediately exercisable as of the date of issuance of the common shares sold under the November 2019 Registered Offering (the “Exercise Date”) at an exercise price of $50.00 per share (as adjusted, and subject to further adjustment). In addition, the Class A Warrants could be exercised on a cashless basis beginning on the earlier of (i) 30 days from the closing date and (ii) the trading day on which the aggregate trading volume of our common shares since November 6, 2019 was equal to more than three times the number of common shares offered pursuant to the Purchase Agreement (the “Cashless Date”) if the VWAP of the common shares on any Trading Day on or after the Cashless Date failed to exceed $80 on such date (as adjusted, and as may be further adjusted). The number of common shares issuable in such cashless exercise was 40% of a common share that would be issuable upon exercise of the Class A Warrant in accordance with its terms if such exercise were by means of a cash exercise. No fractional common shares would have been issued in connection with the exercise of a Class A Warrant. In lieu of fractional shares, we would have paid the holder an amount in cash equal to the fractional amount multiplied by the exercise price. Between January 22 and February 22, 2020, all of the Class A Warrants (4,200,000) were exercised on a cashless basis into 67,200 of our common shares.

Each Class B Warrant is exercisable as of the Exercise Date and until May 7, 2021, at an exercise price of $1.11 per share (as adjusted as of April 20, 2021, and subject to further adjustment), subject to a floor price of $1.00. The Class B Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the Class B Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the Class B Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the Class B Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the Class B Warrant. 

The Class B Warrants entitle their holders to purchase 0.040 common shares upon a cash exercise. The Class B Warrants have a number of round down protection measures embedded in the warrant agreement that provide for a downward adjustment of the exercise price of each warrant share in the case we issue common shares or any other options, convertible securities, warrants or such other similar securities (please see “Item 18. Financial Statements—Note 9—Common and Preferred Stock, Additional Paid-In Capital and Dividends”). During the year ended December 31, 2020, no Class B Warrants were exercised.

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C.         Material Contracts

We refer you to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources— Financing Commitments under Sale and Leaseback Arrangements,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions”, “Item 18. Financial Statements—Note 5—Transactions with related parties”, “Item 18. Financial Statements—Note 6—Leases” and “Item 18. Financial Statements—Note 7—Debt “ for a discussion of our material agreements that we have entered into outside the ordinary course of our business.

Certain of these material agreements that are to be performed in whole or in part at or after the date of this annual report are attached as exhibits to this annual report. Other than these contracts, we have no other material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.

D.          Exchange controls

The Marshall Islands impose no exchange controls on non-resident corporations.

E.         Taxation

The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to a U.S. Holder and a Non-U.S. Holder, each as defined below, with respect to the common shares. This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for the alternative minimum tax or the “base erosion and anti-avoidance” tax, dealers in securities or currencies, U.S. Holders, as defined below, whose functional currency is not the U.S. dollar, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement” and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, may be subject to special rules. This discussion deals only with holders who own hold the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or non-U.S. law of the ownership of common shares.

Marshall Islands Tax Consequences         

We are incorporated in the Republic of the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.

U.S. Federal Income Tax Consequences

The following are the material United States federal income tax consequences to us of our activities and to U.S. Holders and non-U.S. Holders, each as defined below, of our common shares. The following discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury (the “Treasury Regulations”), all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of our business in “Item 4. Information on the Company—B. Business Overview.” above and assumes that we conduct our business as described in that section. Except as otherwise noted, this discussion is based on the assumption that we will not maintain an office or other fixed place of business within the United States. References in the following discussion to “we” and “us” are to TOP Ships Inc. and its subsidiaries on a consolidated basis.

U.S. Federal Income Taxation of Our Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, cost sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.”

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Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1)         we are organized in a foreign country, or our country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and

(2)         either

A.         more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (each such individual a “qualified shareholder” and such individuals collectively, “qualified shareholders”), which we refer to as the “50% Ownership Test,” or

B.         our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

The Marshall Islands and Liberia, the jurisdictions where we and our ship-owning subsidiaries are incorporated, each grant an “equivalent exemption” to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

Based on information provided in Schedule 13D and Schedule 13G filings with the SEC and ownership certificates that we obtained from certain of our shareholders, we believe that we meet either the Publicly Traded Test or the 50% Ownership Test for the taxable year 2020 and intend to take this position on our U.S. federal income tax return for the 2020 year. As discussed below, this is a factual determination made on an annual basis, and no assurance can be given that we will satisfy the Publicly-Traded Test or the 50% Ownership Test in future taxable years. 

Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our common shares, which are our sole class of issued and outstanding stock, is and we anticipate will continue to be “primarily traded” on the Nasdaq Capital Market.

Under the Treasury Regulations, our common shares will be considered to be “regularly traded” on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market, which we refer to as the “listing threshold.” Although our common stock is listed on the Nasdaq Capital Market, our common stock may not represent more than 50% of the voting power of all classes of stock entities to vote. Because our common stock may not have represented more than 50% of the voting power of all classes of our stock entitled to vote, notwithstanding that it was traded on the Nasdaq Capital Market in 2020, we do not believe that we satisfy the Publicly-Traded Test for the 2020 taxable year. However, we expect that we qualify for exemption under Section 883 from U.S. federal income taxation, and we intend to file our and our subsidiaries’ U.S. federal income tax returns that we are exempt from U.S. federal income tax on our U.S. source gross transportation income. However, due to the factual nature of the issues, we may not qualify for the benefits of Section 883 of the Code for any future taxable year.

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Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the “4% gross basis tax regime.” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at a rate of 21%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

● We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

● substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our common shares that

● is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust (i) if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) ) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax purposes;

● owns the common shares as a capital asset, generally, for investment purposes; and

● owns less than 10% of our common shares for U.S. federal income tax purposes.

● If a partnership holds our common shares, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies, or PFIC, below, any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

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Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Non-Corporate Holder at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market on which our common shares are traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed in more detail below); (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) the U.S. Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

We believe that we were not a PFIC for our 2014 through 2020 taxable years, and we do not expect to be a PFIC for subsequent taxable years. If we were treated as a PFIC for our 2020 taxable year, any dividends paid by us during 2020 and 2021 will not be treated as “qualified dividend income” in the hands of a U.S. Non-Corporate Holder. Any dividends we pay which are not eligible for the preferential rates applicable to “qualified dividend income” will be taxed as ordinary income to a U.S. Non-Corporate Holder.

Special rules may apply to any “extraordinary dividend,” generally, a dividend paid by us in an amount which is equal to or in excess of 10% of a shareholder’s adjusted tax basis in (or, in certain circumstances, fair market value of) a common share or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted tax basis (or fair market value upon the shareholder’s election) in a common share. If we pay an “extraordinary dividend” on our common shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common shares

Subject to the discussion of our status as a PFIC below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

3.8% Tax on Net Investment Income

A U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s net investment income for the taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000).  A U.S. Holder’s net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common shares.  This tax is in addition to any income taxes due on such investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our common shares.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either

● at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

● at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

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For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute “passive income” for these purposes. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

In general, income derived from the bareboat charter of a vessel will be treated as “passive income” for purposes of determining whether we are a PFIC and such vessel will be treated as an asset which produces or is held for the production of “passive income.”  On the other hand, income derived from the time charter of a vessel should not be treated as “passive income” for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of “passive income.”

We believe that we were a PFIC for our 2013 taxable year because we believe that at least 50% of the average value of our assets consisted of vessels which were bareboat chartered and at least 75% of our gross income was derived from vessels on bareboat charter.

We believe that we were not a PFIC for our 2014 through 2020 taxable years because we had no bareboat chartered-out vessels and consequently no gross income from vessels on bareboat charter. Furthermore, based on our current assets and activities, we do not believe that we will be a PFIC for the subsequent taxable years. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we were a passive foreign investment company. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, in the absence of any legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

If we are a PFIC for any taxable year, a U.S. Holder will be treated as owning his proportionate share of the stock of any of our subsidiaries which is a PFIC.  The PFIC rules discussed below will apply on a company-by-company basis with respect to us and each of our subsidiaries which is treated as a PFIC.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election is referred to as a “QEF Election.” As discussed below, as an alternative to making a QEF Election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common shares, which election is referred to as a “Mark-to-Market Election”. A U.S. Holder holding PFIC shares that does not make either a “QEF Election” or “Mark-to-Market Election” will be subject to the Default PFIC Regime, as defined and discussed below in “Taxation—U.S. Federal Income Taxation of U.S. Holders—Taxation of U.S. Holders Not Making a Timely QEF or “Mark-to-Market” Election.”

If we were to be treated as a PFIC, a U.S. Holder would be required to file, with respect to taxable years ending on or after December 31, 2013, IRS Form 8621 to report certain information regarding us.

A U.S. Holder who held our common shares during any period in which we were treated as a PFIC and who neither made a QEF Election nor a Mark-to-Market Election may continue to be subject to the Default PFIC Regime, notwithstanding that we are no longer a PFIC. If you are a U.S. Holder who held our common shares during any period in which we were a PFIC but failed to make either of the foregoing elections, you are strongly encouraged to consult your tax advisor regarding the U.S. federal income tax consequences to you of holding our common shares in periods in which we are no longer a PFIC.

The QEF Election

If a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an “Electing Holder,” the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were made by us to the Electing Holder. The Electing Holder’s adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a QEF Election with respect to any year that our company is a PFIC by filing one copy of IRS Form 8621 with his United States federal income tax return and a second copy in accordance with the instructions to such form. It should be noted that if any of our subsidiaries is treated as a corporation for U.S. federal income tax purposes, a U.S. Holder must make a separate QEF Election with respect to each such subsidiary.

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Taxation of U.S. Holders Making a “Mark-to-Market” Election

Making the Election.  Alternatively, if, as is anticipated, our common shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a Mark-to-Market Election with respect to the common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations.  The common shares will be treated as “marketable stock” for this purpose if they are “regularly traded” on a “qualified exchange or other market.”  The common shares will be “regularly traded” on a qualified exchange or other market for any calendar year during which they are traded (other than in de minimis quantities) on at least 15 days during each calendar quarter.  A “qualified exchange or other market” means either a U.S. national securities exchange that is registered with the SEC, the Nasdaq Capital Market, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and which satisfies certain regulatory and other requirements.  We believe that the Nasdaq Capital Market should be treated as a “qualified exchange or other market” for this purpose.  However, it should be noted that a separate Mark-to-Market Election would need to be made with respect to each of our subsidiaries which is treated as a PFIC.  The stock of these subsidiaries is not expected to be “marketable stock.”  Therefore, a “mark-to-market” election is not expected to be available with respect to these subsidiaries.

Current Taxation and Dividends.  If the Mark-to-Market Election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such U.S. Holder’s adjusted tax basis in the common shares.  The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in its common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election.  Any income inclusion or loss under the preceding rules should be treated as gain or loss from the sale of common shares for purposes of determining the source of the income or loss.  Accordingly, any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes.  A U.S. Holder’s tax basis in his common shares would be adjusted to reflect any such income or loss amount.  Distributions by us to a U.S. Holder who has made a Mark-to-Market Election generally will be treated as discussed above under “Taxation—U.S. Federal Income Taxation of U.S. Holders—Distributions.”

Sale, Exchange or Other Disposition.  Gain realized on the sale, exchange, redemption or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange, redemption or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder.  Any loss in excess of such previous inclusions would be treated as a capital loss by the U.S. Holder.  A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.  Any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes.

Taxation of U.S. Holders Not Making a Timely QEF or “Mark-to-Market” Election

Finally, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election with respect to any taxable year in which we are treated as a PFIC, or a U.S. Holder whose QEF Election is invalidated or terminated, or a Non-Electing Holder, would be subject to special rules, or the Default PFIC Regime, with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any gain realized on the sale, exchange, redemption or other disposition of the common shares.

Under the Default PFIC Regime:

● the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;

● the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

● the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

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Any distributions other than “excess distributions” by us to a Non-Electing Holder will be treated as discussed above under “Taxation—U.S. Federal Income Taxation of U.S. Holders—Distributions.”

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the common shares.  If a Non-Electing Holder who is an individual dies while owning the common shares, such Non-Electing Holder’s successor generally would not receive a step-up in tax basis with respect to the common shares.

U.S. Federal Income Taxation of “Non-U.S. Holders”

A beneficial owner of our common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”

Dividends on Common shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

● the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

● the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, the earnings and profits of such Non-U.S. Holder that are attributable to effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. In addition, such payments will be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:

● fail to provide an accurate taxpayer identification number;

● are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or

● in certain circumstances, fail to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable IRS Form W-8.

If you sell your common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your U.S. federal income tax liability by filing a refund claim with the IRS.

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Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed.  U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

F.         Dividends and Paying Agents

Not applicable.

G.         Statement by Experts

Not applicable.

H.         Documents on Display

We file annual reports and other information with the SEC. Our SEC filings are available to the public at the web site maintained by the SEC at http://www.sec.gov, and the as well as on our website at http://www.topships.org.

I.         Subsidiary Information

Not applicable.

ITEM 11.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Risk Management Policy

Market risks relating to adverse movements in freight rates in the product tanker and crude oil tanker markets are minimized due to the fact that all the vessels in our fleet are under period employment earning fixed time charter rates. Our policy is to continuously monitor our exposure to other business risks, including the impact of changes in interest rates, currency rates, and bunker prices on earnings and cash flows. We assess these risks and, when appropriate, enter into derivative contracts with credit-worthy counterparties to minimize our exposure to the risks. With regard to bunker prices, as our employment policy for our vessels has been and is expected to continue to be with a high percentage of our fleet on period employment, we are not directly exposed with respect to those vessels to increases in bunker fuel prices, as these are the responsibility of the charterer under period charter arrangements.

Interest Rate Risk

As of December 31, 2020, we are not exposed to interest rate risk since all of our SLB financing facilities have fixed interest rates. We may be subject to additional market risks relating to changes in interest rates when we incur additional indebtedness.

Foreign Exchange Rate Fluctuation

We generate all of our revenues in U.S. dollars but incur certain expenses in currencies other than U.S. dollars, mainly the Euro. During 2020, approximately 96.9% of our expenses were in U.S. Dollars, 2.6% were in Euro and approximately 0.5% were in other currencies than the U.S. dollar or Euro. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We have not hedged currency exchange risks associated with our expenses and our operating results could be adversely affected as a result. We constantly monitor the U.S. dollar exchange rate and we try to achieve the most favorable exchange rates from the financial institutions we work with.

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Based on our total expenses for the year ended December 31, 2020, and using as an average exchange rate of $1.1419 to €1, a 5% decrease in the exchange rate to $1.0848 to €1 would result in an expense saving of approximately $0.09 million.

Based on our total expenses for the year ended December 31, 2019, and using as an average exchange rate of $1.1192 to €1, a 5% decrease in the exchange rate to $1.0633 to €1 would result in an expense saving of approximately $0.08 million.

ITEM 12.         DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13.         DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Neither we nor any of our subsidiaries have been subject to a material default in the payment of principal, interest, a sinking fund or purchase fund installment or any other material default that was not cured within 30 days.

ITEM 14.         MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

On September 14, 2016, we have adopted a Stockholders Rights Agreement, pursuant to which each of our common shares includes one preferred stock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock if any third-party seeks to acquire control of a substantial block of our common shares without the approval of our Board of Directors. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement” included in this annual report for a description of our Stockholders Rights Agreement.

Please also see “Item 10. Additional Information—B. Memorandum and Articles of Association” for a description of the rights of holders of our Series B and Series C Convertible Preferred Shares, Series D Preferred Shares and Series E Preferred Shares relative to the rights of holders of our common shares.

ITEM 15.         CONTROLS AND PROCEDURES

a)          Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act, as of December 31, 2020.

The term disclosure controls and procedures are defined under SEC rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Our management, including the chief executive and chief financial officer, recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, in the design and evaluation of our disclosure controls and procedures our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on this evaluation, the chief executive officer and chief financial officer concluded that, as of December 31, 2020, our disclosure controls and procedures, which include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, were effective in providing reasonable assurance that information that was required to be disclosed by us in reports we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

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b)          Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of Company’s management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management with the participation of our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of its assessment, the Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting are effective as of December 31, 2020.

Deloitte Certified Public Accountants S.A. (“Deloitte”), our independent registered public accounting firm, has audited the Financial Statements included herein and our internal control over financial reporting and has issued an attestation report on the effectiveness of our internal control over financial reporting which is reproduced in its entirety in Item 15.C below

c)          Attestation Report of the Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Top Ships Inc.,

Majuro, Republic of the Marshall Islands

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Top Ships Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated April 23, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

April 23, 2021

d)          Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.         AUDIT COMMITTEE FINANCIAL EXPERT

We have established an audit committee composed of three independent members that are responsible for reviewing our accounting controls and recommending to our Board of Directors the engagement of our outside auditors.

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We do not believe it is necessary to have a financial expert, as defined in Item 407 of Regulation S-K, because our Board of Directors has determined that the members of the audit committee have the financial experience and other relevant experience necessary to effectively perform the duties and responsibilities of the audit committee.

ITEM 16B.          CODE OF ETHICS

Our Board of Directors has adopted a Corporate Code of Business Ethics and Conduct that applies to all employees, directors and officers, which complies with applicable guidelines issued by the SEC. The finalized Code of Ethics has been approved by our Board of Directors and was distributed to all employees, directors and officers. This document is available under the “Corporate Governance” tab in the “Investors Relations” section of our website at www.topships.org. We will also provide any person a hard copy of our code of ethics free of charge upon written request. Shareholders may direct their requests to the attention of Mr. Alexandros Tsirikos at our registered address and phone number.

ITEM 16C.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees billed to us for the years ended December 2019 and 2020 represent fees billed by our principal accounting firm, Deloitte Certified Public Accountants S.A., an independent registered public accounting firm and member of Deloitte Touche Tohmatsu, Limited. Audit fees represent compensation for professional services rendered for the audit of the consolidated financial statements, fees for the review of interim financial information as well as in connection with the review of registration statements and related consents and comfort letters and any other audit services required for SEC or other regulatory filings. For 2019 and 2020, no other non-audit, tax or other fees were charged.

U.S. dollars in thousands,	Year Ended
	2019		2020
Audit Fees		340.7		396.5

Our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees prior to the engagement of the independent auditor with respect to such services.

ITEM 16D.          EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.          PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On August 17, 2020, we announced that our Board of Directors authorized a share repurchase program for a period of three months, authorizing the purchase of up to $5.1 million of our common shares. The share repurchase program ended on November 17, 2020 and no common shares were purchased under the program.

ITEM 16F.          CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.          CORPORATE GOVERNANCE

We have certified to Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from many of Nasdaq’s corporate governance practices other than the submission of a listing agreement, notification to Nasdaq of non-compliance with Nasdaq corporate governance practices, prohibition on disparate reduction or restriction of shareholder voting rights, and the establishment of an audit committee satisfying Nasdaq Listing Rule 5605(c)(3) and ensuring that such audit committee’s members meet the independence requirement of Listing Rule 5605(c)(2)(A)(ii). The practices we follow in lieu of Nasdaq’s corporate governance rules applicable to U.S. domestic issuers are as follows:

● Audit Committee.  Nasdaq requires, among other things, that a listed company has an audit committee with a minimum of three independent members, at least one of whom meets certain standards of financial sophistication. As permitted under Marshall Islands law, our audit committee consists of three independent directors but we do not designate any one audit commit member as meeting the standards of financial sophistication.

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● As a foreign private issuer, we are not required to hold regularly scheduled board meetings at which only independent directors are present.

● In lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with provisions of the BCA, which allows our Board of Directors to approve share issuances.

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us between 120 and 180 days advance notice to properly introduce any business at a meeting of shareholders.

Other than as noted above, we are in compliance with all other Nasdaq corporate governance standards applicable to U.S. domestic issuers.

ITEM 16H.       MINE SAFETY DISCLOSURE

Not Applicable.

PART III

ITEM 17.         FINANCIAL STATEMENTS

See Item 18.

ITEM 18.         FINANCIAL STATEMENTS

The financial statements beginning on page F-1 are filed as a part of this annual report.

ITEM 19.         EXHIBITS

Number	Description of Exhibits
1.1	Third Amended and Restated Articles of Incorporation of TOP Ships Inc. (1)
1.2	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated April 17, 2014 (2)
1.3	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated February 15, 2016 (3)
1.4	Certificate of Correction to the Third Amended and Restated Articles of Incorporation, dated February 14, 2017 (4)
1.5	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated May 10, 2017 (5)
1.6	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated June 22, 2017  (6)
1.7	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 2, 2017 (7)
1.8	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated October 5, 2017 (8)
1.9	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated March 23, 2018 (9)
1.10	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 21, 2019 (10)
1.11	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 7, 2020.
1.12	Amended and Restated By-Laws of the Company (11)
1.13	Amendment No. 1 to the Amended and Restated By-Laws (12)

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2.1	Form of Share Certificate (13)
2.2	Form of Class B Common Stock Purchase Warrant (14)
2.3	Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of TOP Ships Inc. (15)
2.4	Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of TOP Ships Inc. (16)
2.5	Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of TOP Ships Inc.  (17)
2.6	Statement of Designations, Preferences and Rights of the Series D Preferred Stock of TOP Ships Inc. (18)
2.7	Certificate of Amendment to Certificate of Designation of Rights, Preferences and Privileges of Series D Preferred Stock of TOP Ships Inc. (41)
2.8	Statement of Designations of Rights, Preferences and Privileges of Series E Perpetual Convertible Preferred Stock of TOP Ships Inc. (19)
2.9	Description of Securities
4.1	TOP Ships Inc. 2015 Stock Incentive Plan (20)
4.2	Stockholders Rights Agreement with Computershare Trust Company, N.A., as Rights Agent as of September 22, 2016 (21)
4.3	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of Chief Technical Officer (22)
4.4	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of Executive Vice-President and Chairman (23)
4.5	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of President and Chief Executive Officer (24)
4.6	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of Chief Financial Officer (25)
4.7	Letter Agreement with Central Shipping Monaco SAM, dated March 10, 2014 (26)
4.8	Form of Management Agreement with Central Shipping Monaco SAM (27)
4.9	Bareboat Charter in respect of M/T Nord Valiant, dated as of December 21, 2018 (28)
4.10	Additional Clauses to Bareboat Charter in respect of M/T Nord Valiant, dated as of December 21, 2018 (29)
4.11	Guarantee dated as of December 21, 2018, between Top Ships Inc., as guarantor, and Xiang T89 HK International Ship Lease Co., Limited, as owner, in respect of the M/T Nord Valiant (30)
4.12	Additional Clauses to Bareboat Charter in respect of M/T Nord Valiant, dated as of December 21, 2018 (31)
4.13	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect of Hull 8242 (renamed Eco Marina Del Rey) (32)
4.14	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect of Hull S874 (TBN Eco Bel Air) (33)

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4.15	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect of M/T Nord Valiant (34)
4.16	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect of Hull S875 (TBN Eco Beverly Hills) (35)
4.17	Fifth Amendment to the Agreement for Provision of Personnel, dated January 1, 2019, between Top Ships Inc. and Central Mare Inc. (36)
4.18	Letter Agreement from Central Shipping Inc. to Top Ships Inc. dated as of January 1, 2019, in respect of provision of management services (37)
4.19	Note Purchase Deed among Top Ships Inc., Amsterdam Trade Bank N.V., the note purchasers party thereto, and Astarte International Inc., dated as of March 21, 2019 (38)
4.20	Deed of Amendment to the March 21, 2019 AT Bank Bridge Facility Note, between TOP Ships Inc. and dated October 14, 2019(40)
4.21	Addendum No. 1 dated as of March 12, 2019 to MOA in respect of Hull No. 8242 (renamed Eco Marina Del Rey) (39)
4.22	Share Purchase Agreement, dated May 6, 2020, by and between Zizzy Charter Co. and Top Ships Inc., in relation to the M/T Eco Van Nuys, the M/T Eco Santa Monica and the M/T Eco Venice Beach.
4.23	Share Purchase Agreement, dated May 28, 2020, by and between Zizzy Charter Co. and Top Ships Inc., in relation to the M/T Eco Malibu and the M/T Eco West Coast.
4.24	Addendum, dated June 18, 2020, to the Share Purchase Agreement dated May 28, 2020, by Zizzy Carter Co. and Top Ships Inc., in relation to the M/T Eco Malibu and the M/T Eco West Coast.
4.25	Loan Agreement for a Secured Floating Interest Rate Loan Facility of up to $37,660,000, dated March 12, 2020, by and among Alpha Bank A.E., California 19 Inc. and California 20 Inc., in relation to the M/T Eco Yosemite Park and M/T Eco Joshua Park.
4.26	First Supplemental Agreement in relation to the Loan Agreement dated March 12, 2020, by and among Alpha Bank S.A, California 19 Inc., California 20 Inc., Central Mare Inc. and Top Ships Inc., in relation to the M/T Eco Yosemite Park and M/T Eco Joshua Park.
4.27	Corporate Guarantee, dated December 8, 2020, by and between Top Ships Inc. and Alpha Bank S.A., in respect of the obligations under the Loan Agreement dated March 12, 2020.
4.28	Standstill Agreement dated August 20, 2020, by and among Top Ships Inc., Family Trading Inc., Lax Trust and Evangelos Pistiolis.
4.29	Sale and Purchase Agreement, dated January 6, 2021, by and between Top Ships Inc. and Zizzy Charter Co., in relation to the M/T Eco Van Nuys, the M/T Eco Santa Monica and the M/T Eco Venice Beach.
4.30	Joint Venture Agreement, dated March 11, 2020, by and between Augustus Enterprises Inc., Just-C Limited and California 19 Inc. relating to the M/T Eco Yosemite Park.
4.31	Joint Venture Agreement, dated March 11, 2020, by and between Augustus Enterprises Inc., Just-C Limited and California 20 Inc. relating to the M/T Eco Joshua Park.
4.32	Bareboat Charter in respect of M/T Eco Bel Air, dated as of November 3, 2020.
4.33	Additional Clauses to Bareboat Charter in respect of M/T Eco Bel Air, dated as of November 3, 2020.
4.34	Guarantee dated as of November 3, 2020, between Evangelos Pistolis, as guarantor, and MIF II no. 7 K/S, as owner, in respect of the M/T Eco Bel Air.
4.35	Bareboat Charter in respect of M/T Eco Beverly Hills, dated as of November 3, 2020.
4.36	Additional Clauses to Bareboat Charter in respect of M/T Eco Beverly Hills, dated as of November 3, 2020.

94

4.37	Guarantee dated as of November 3, 2020, between Evangelos Pistolis, as guarantor, and MIF II no. 8 K/S, as owner, in respect of the M/T Eco Beverly Hills.
4.38	Indemnity Agreement, dated December 2, 2020, by and between Evangelos Pistiolis and TOP Ships Inc. in respect of the M/T Eco Bel Air and the M/T Eco Beverly Hills.
4.39	Agreement, dated November 2, 202, by and between Evangelos Pistiolis and TOP Ships Inc. in connection with bareboat charter agreements, dated November 3, 2020, with respect to the M/T Eco Bel Air and M/T Eco Beverly Hills, with MIF II no. 7 K/S and MIF II no. 8 K/S, respectively.
8.1	List of subsidiaries of the Company
12.1	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer
12.2	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer
13.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1	Consent of Independent Registered Accounting Firm
101	The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, 2018 and 2019; (ii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2017, 2018 and 2019; (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2018 and 2019; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2018 and 2019; and (v) Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)           Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 6-K, filed on June 24, 2011.

(2)           Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 6-K, filed on April 18, 2014.

(3)           Incorporated by reference to Exhibit 1.3 of the Company’s Annual Report on Form 20-F, filed on April 26, 2016.

(4)           Incorporated by reference to Exhibit 1.4 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(5)           Incorporated by reference to Exhibit 1.5 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(6)           Incorporated by reference to Exhibit 1.6 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(7)           Incorporated by reference to Exhibit 1.7 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(8)           Incorporated by reference to Exhibit 1.8 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(9)           Incorporated by reference to Exhibit 1.9 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(10)         Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 6-K, filed on August 22, 2019.

(11)         Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 6-K filed on March 9, 2007.

(12)         Incorporated by reference to Exhibit 1 of the Company’s Current Report on Form 6-K filed on November 28, 2014.

(13)         Incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 20-F, filed on June 29, 2009.

(14)         Incorporated by reference to Exhibit 4 of the Company’s Current Report on Form 6-K, filed on November 7, 2019.

(15)         Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed on September 22, 2016.

(16)         Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed on November 23, 2016.

(17)         Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed on February 21, 2017.

(18)         Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on May 8, 2017.

(19)         Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 6-K, filed on April 1, 2019.

(20)         Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 20-F, filed on April 26, 2016.

(21)         Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on September 22, 2016.

(22)         Incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(23)         Incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(24)         Incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(25)         Incorporated by reference to Exhibit 4.8 of the Company’s Annual Report on Form 20-F, filed on March 29, 2018.

(26)         Incorporated by reference to Exhibit 10.42 of the Company’s Registration Statement on Form F-1, filed on March 19, 2014, as amended (File No. 333-194960).

(27)         Incorporated by reference to Exhibit 10.43 of the Company’s Registration Statement on Form F-1, filed on March 19, 2014, as amended (File No. 333-194960).

(28)         Incorporated by reference to Exhibit 4.96 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(29)         Incorporated by reference to Exhibit 4.97 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

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(30)         Incorporated by reference to Exhibit 4.98 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(31)         Incorporated by reference to Exhibit 4.101 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(32)         Incorporated by reference to Exhibit 4.105 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(33)         Incorporated by reference to Exhibit 4.108 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(34)         Incorporated by reference to Exhibit 4.110 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(35)         Incorporated by reference to Exhibit 4.113 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(36)         Incorporated by reference to Exhibit 4.115 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(37)         Incorporated by reference to Exhibit 4.116 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(38)         Incorporated by reference to Exhibit 4.118 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(39)         Incorporated by reference to Exhibit 4.119 of the Company’s Annual Report on Form 20-F, filed on March 28, 2019.

(40)         Incorporated by reference to Exhibit 4.46 of the Company’s Annual Report on Form 20-F, filed on April 10, 2020.

(41)         Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed on December 4, 2020.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	TOP SHIPS INC.
	(Registrant)
Date: April 23, 2021	By:	/s/ Evangelos J. Pistiolis
		Evangelos J. Pistiolis
		President, Chief Executive Officer, and Director

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TOP SHIPS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance sheets as of December 31, 2019 and 2020	F-4
Consolidated Statements of Comprehensive loss for the years ended December 31, 2018, 2019 and 2020	F-5
Consolidated Statements of Stockholders' equity for the years ended December 31, 2018, 2019 and 2020	F-6
Consolidated Statements of Cash flows for the years ended December 31, 2018, 2019 and 2020	F-7
Notes to consolidated financial statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Top Ships Inc.,

Majuro, Republic of the Marshall Islands

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Top Ships Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of comprehensive loss, mezzanine and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated, April 23, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Transactions with Related Parties – Consideration in excess of historical value for newbuilding contract acquisitions from a related party — Refer to Note 1 to the financial statements

Critical Audit Matter Description

During 2020 the Company entered into transactions with a number of entities affiliated with the Company’s President, Chief Executive Officer and Director, Mr. Evangelos J. Pistiolis for an aggregate consideration of $62 million. The transactions relate to acquisitions of newbuilding contracts for the construction of vessels and include attached time charters which will commence upon delivery of the vessels. The Company accounted for the acquisitions as a transfer of assets between entities under common control and has recognized the amount of the consideration paid in excess of the historical carrying value of the net assets acquired (“consideration in excess of historical value”) as a reduction to the Company’s additional paid in capital.

F-2

The consideration in excess of historical value was determined by the Company using the agreed purchase consideration, which was based on an independent valuation, less the historical carrying value of the net assets acquired. The valuation also included a discount rate which was used to calculate the net present value of attached time charters and required significant judgment as it was an unobservable input.

We identified the consideration in excess of historical value to be a critical audit matter because of the significant judgment involved in estimating the value of the newbuilding contracts and attached time charters. This required significant audit effort and a high degree of auditor judgment when performing audit procedures to evaluate the reasonableness of the consideration in excess of historical value.

How the Critical Audit Matter Was Addressed in the Audit

How our audit procedures related to the consideration in excess of historical value included the following:

● We tested the effectiveness of controls over the assessment of consideration in excess of historical value.

● We evaluated the competence, capabilities and objectivity of the Company’s independent valuer.

● We compared the Company’s valuation of the newbuilding contracts and attached time charters to industry data obtained from third party sources and used by market participants.

● We involved our valuation specialists to evaluate the reasonableness of the discount rate by developing an independent discount rate estimate.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

April 23, 2021

We have served as the Company's auditor since 2006.

F-3

TOP SHIPS INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2019 AND 2020

(Expressed in thousands of U.S. Dollars - except share and per share data)

	December 31,			December 31,
	2019			2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		4,412			19,328
Trade accounts receivable		642			-
Prepayments and other		628			904
Inventories		848			514
Assets held for sale (Note 4c, 14 and 19)		43,271			24,340
Non-current portion of derivative financial instruments (Note 14)		82			-
Restricted cash (Note 7)		859			-
Total current assets		50,742			45,086
FIXED ASSETS:
Advances for vessels under construction (Note 4a)		12,241			31,654
Vessels, net (Note 4b)		353,946			136,292
Right of use assets from operating leases (Note 6)		-			45,222
Other fixed assets, net		655			548
Total fixed assets		366,842			213,716
OTHER NON CURRENT ASSETS:
Restricted cash (Note 6 and 7)		8,000			4,000
Investments in unconsolidated joint ventures (Note 17)		19,306			28,230
Deposit asset (Note 19)		-			2,000
Total non-current assets		27,306			34,230
Total assets		444,890			293,032
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7)		16,908			5,324
Debt related to vessels held for sale (Note 7)		29,977			-
Due to related parties (Note 5)		16,592			5,159
Accounts payable		4,460			2,544
Accrued liabilities		4,030			959
Unearned revenue		3,337			2,074
Current portion of derivative financial instruments (Note 14)		113			66
Current portion of Operating lease liabilities (Note 6)		-			9,288
Total current liabilities		75,417			25,414
NON-CURRENT LIABILITIES:
Non-current portion of long term debt (Note 7)		262,122			99,295
Non-current portion of Operating lease liabilities (Note 6)		-			33,805
Non-current portion of derivative financial instruments (Note 14)		1,594			-
Other non-current liabilities		-			300
Total non-current liabilities		263,716			133,400
COMMITMENTS AND CONTINGENCIES (Note 8)		-			-
Total liabilities		339,133			158,814
MEZZANINE EQUITY:
Preferred stock; 15,724 and 11,264 Series E Shares issued and outstanding at December 31, 2019 and 2020 with $0.01 par value (Note 16)		18,083			13,517
Total mezzanine equity		18,083			13,517
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 100,000 Series D shares were outstanding at December 31, 2019 and 2020 (Note 9)		1			1
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 347,813 and 39,831,972 shares issued and outstanding at December 31, 2019 and 2020 (Note 9)		3			398
Additional paid-in capital		411,583			465,672
Accumulated deficit		(322,552	)		(345,370	)
Accumulated other comprehensive income		(1,361	)		-
Total stockholders’ equity		87,674			120,701
Total liabilities, mezzanine equity and stockholders’ equity		444,890			293,032

F-4

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of U.S. Dollars - except share and per share data)

	2018			2019			2020
Revenues (including $1,606, $1,311 and $0 respectively, from related party) (Note 18 & 5)		41,048			66,088			60,222
EXPENSES:
Voyage expenses (including $511, $829 and $761 respectively, to related party) (Note 11)		1,020			3,038			1,994
Operating lease expense (Note 6)		-			7,054			755
Bareboat charter hire expenses		6,282			-			-
Amortization of prepaid bareboat charter hire		1,657			-			-
Vessel operating expenses (including $187, $247 and $60 respectively, to related party) (Note 11)		14,826			22,786			21,024
Dry-docking costs		-			399			356
Vessel depreciation (Note 4B)		6,390			12,392			13,174
Management fees-related parties (Note 5)		7,765			2,443			5,627
General and administrative expenses (including $2,400, $360 and $360 respectively, to related party)(Note 5)		6,997			1,730			1,932
Other operating loss (Note 15)		-			-			4,800
Loss on sale of vessels (Note 6 and 19)		-			-			12,355
Impairment on vessels (Note 4B)		-			12,310			-
Operating income/(loss)		(3,889	)		3,936			(1,795	)
OTHER EXPENSES:
Interest and finance costs (including $1,053, $948 and $0 respectively, to related party) (Note 12)		(9,662	)		(18,077	)		(20,956	)
Gain/(Loss) on derivative financial instruments (Note 14)		1,821			1,601			(814	)
Interest income		130			133			34
Other, net		180			-			-
Equity gain in unconsolidated joint ventures		291			778			713
Impairment on unconsolidated joint ventures (Note 17)		-			(3,144	)		-
Total other expenses, net		(7,240	)		(18,709	)		(21,023	)
Net loss		(11,129	)		(14,773	)		(22,818	)
Less: Deemed dividend for beneficial conversion feature of Series E Shares (Note 16)		-			(9,339	)		(1,067	)
Less: Deemed dividend equivalents on Series E Shares related to redemption value (Note 16)		-			(4,227	)		(3,099	)
Less: Series E Shares Dividend (Note 16)		-			(2,650	)		(1,796	)
Net loss attributable to common shareholders		(11,129	)		(30,989	)		(28,780	)
Attributable to:
Common stock holders		(11,134	)		(30,989	)		(28,780	)
Non-controlling interests		5			-			-
Loss per common share, basic and diluted (Note 10)		(306.20	)		(264.63	)		(1.22	)
Other comprehensive income
Effective portion of changes in fair value of interest swap contracts (Note 14)		-			(1,361	)		-
Total other comprehensive loss		(11,134	)		(32,350	)		(28,780	)
Attributable to:
Common stock holders		(11,134	)		(32,350	)		(28,780	)
Non-controlling interests		5			-			-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of U.S. Dollars – except number of shares and per share data)

											Common Stock				Additional			Accumulated
	Mezzanine Equity						Preferred Stock								Paid-In			Deficit
	# of Shares			Mezzanine Equity			# of Shares		Par Value		# of Shares*		Par Value*		Capital*			attributable to common stockholders			Non-controlling interest			Other comprehensive loss			Total
BALANCE, December 31, 2017		-			-			100,000		1		17,847		-		402,733			(296,645	)		1,185			-			107,274
Net loss								-		-		-		-		-			(11,134	)		5						(11,129	)
Issuance of common stock pursuant to the Crede Common Stock Purchase Agreement								-		-		16,100		-		14,788			-			-						14,789
Issuance of common stock pursuant to Maxim ATM								-		-		4,981		-		2,614			-			-						2,614
Issuance of common stock due to exercise of 2018 Warrants								-		-		3,106		-		2,178			-			-						2,178
Issuance of common stock due to the 2018 Common Stock Offering								-		-		4,000		-		2,721			-			-						2,721
Purchase of 10% of M/T Stenaweco Elegance								-		-		-		-		-			-			(1,190	)					(1,190	)
Stock-based compensation								-		-		-		-		(34	)		-			-						(34	)
Family Trading facility beneficial conversion feature								-		-		-		-		15,028			-			-						15,028
Elimination of beneficial conversion feature with debt extinguishment								-		-		-		-		(3,451	)		-			-						(3,451	)
Deemed dividend due to debt extinguishment of FT facility								-		-		-		-		(2,258	)		-			-						( 2,258	)
Excess of consideration over acquired assets								-		-		-		-		(22,260	)		-			-						(22,260	)
BALANCE, December 31, 2018		-			-			100,000		1		46,034		-		412,059			(307,779	)		-			-			104,281
Net loss								-		-		-		-		-			(14,773	)		-			-			(14,773	)
Stock-based compensation																(34	)											(34	)
Issuance of common stock due to exercise of 2018 and 2014 Warrants (Note 9)												17,375		0		4,454												4,454
Issuance of common stock pursuant to the September 2019 Common Stock Offering and associated Traditional Warrant exercises (Note 9)												116,404		1		9,288												9,289
Issuance of common stock pursuant to the November 2019 Registered Direct Offering (Note 9)												168,000		2		7,640												7,642
Initial measurement of Class B Warrants (Note 14)																(997	)											(997	)
Excess of consideration over acquired assets (Note 1)																(6,701	)											(6,701	)
Issuance of Series E Shares (Note 16)		28,158			28,158																							-
Redemptions on Series E Shares (Note 16)		(12,434	)		(14,302	)																						-
Deemed dividend for Series E (Note 16)					9,339																							-
Deemed dividend for Series E as part of exchange																(9,570	)											(9,570	)
Deemed dividend equivalents on Series E Shares issued during the period related to redemption value (Note 16)					4,227											(4,227	)											(4,227	)
Repurchase of beneficial conversion feature with debt extinguishment																(8,518	)											(8,518	)
Beneficial conversion feature of Series E convertible perpetual preferred stock (Note 16)					(9,339	)										9,339												9,339
Series E Dividends 2019 (Note 16)																(2,650	)											(2,650	)
Reversal of equity offering costs accrued not payable																1,500												1,500
Other comprehensive loss																									(1,361	)		(1,361	)
BALANCE, December 31, 2019		15,724			18,083			100,000		1		347,813		3		411,583			(322,552	)		-			( 1,361	)		87,674
Net loss																			(22,818	)								(22,818	)
Stock-based compensation																(34	)											(34	)
Issuance of common stock pursuant to equity offerings (Note 9)												39,416,959		394		120,784												121,178
Cashless exercises of Class A Warrants (Note 9)												67,200		1		(1	)											-
Issuance of Series E Shares (Note 16)		14,350			14,350																							-
Deemed dividend equivalents on Series E Shares issued during the period related to redemption value					3,099											(3,099	)											(3,099	)
Redemptions of Series E Shares (Note 16)		(21,364	)		(24,569	)																						-
Reversal of costs related to equity offerings																235												235
Excess of consideration over carrying value of acquired assets (Note 1)																(62,000	)											(62,000	)
Dividends of Series E shares (Note 16)		2,554			2,554											(1,796	)											(1,796	)
Beneficial conversion feature related to the issuance of Series E Shares					(1,067	)										1,067												1,067
Deemed dividend related to beneficial conversion feature of Series E Shares					1,067											(1,067	)											(1,067	)
Reversal of Other comprehensive loss (Note 14)																									1,361			1,361
BALANCE, December 31, 2020		11,264			13,517			100,000		1		39,831,972		398		465,672			(345,370	)		-			-			120,701

The accompanying notes are an integral part of these consolidated financial statements. 

*Adjusted to reflect the reverse stock split effected in August 2020 (see Note 1 and 9)

F-6

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of U.S. Dollars)

	2018			2019			2020
Cash Flows from Operating Activities:
Net loss		(11,129	)		(14,773	)		(22,818	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Vessel depreciation		6,390			12,392			13,174
Other fixed assets depreciation		373			50			36
Equity (gains) in unconsolidated joint ventures		(291	)		(778	)		(713	)
Amortization and write off of deferred financing costs		1,305			1,812			6,311
Amortization of debt discount		2,504			324			-
Stock-based compensation expense		(34	)		(34	)		(34	)
Change in fair value of derivative financial instruments		(1,821	)		(1,457	)		790
Write-off of short term debt		(180	)		-			-
Non-cash operating lease expense		-			1,478			(123	)
Amortization of prepaid bareboat charter hire		1,657			-			-
Impairment on unconsolidated joint ventures		-			3,144			-
Impairment on vessels		-			12,310			-
Loss on sale of other fixed assets		-			-			36
Loss on sale of vessels		-			-			12,355
(Increase)/Decrease in:
Trade accounts receivable		(194	)		173			642
Inventories		58			(385	)		334
Prepayments and other		(380	)		180			(198	)
Due from related parties		(75	)		75			-
Increase/(Decrease) in:
Due to related parties		2,621			(1,781	)		2,097
Accounts payable		695			1,462			(2,083	)
Other non-current liabilities		-			-			300
Accrued liabilities		203			1,665			(2,803	)
Unearned revenue		(986	)		3,337			(1,263	)
Net Cash provided by Operating Activities		716			19,194			6,040
Cash Flows used in Investing Activities:
Advances for vessels under construction and capitalized expenses		(63,555	)		(155,090	)		(120,858	)
Vessel acquisitions		-			(48,140	)		-
Investments in unconsolidated joint ventures (2017 Joint Venture – see Note 17)		(3,681	)		-			19,555
Investments in unconsolidated joint ventures (2020 Joint Venture – see Note 17)		-			-			(27,454	)
Purchase of 10% of M/T Stenaweco Elegance		(1,190	)		-			-
Net proceeds from vessel sales		-			-			310,016
(Acquisitions) / Sales of other fixed assets, net		-			(36	)		35
Net Cash (used in)/Provided by Investing Activities		(68,426	)		(203,266	)		181,294
Cash Flows from Financing Activities:
Proceeds from debt		28,500			252,969			60,200
Proceeds from short-term debt		32,783			6,760			-
Proceeds from related party debt		26,152			-			-
Principal payments and prepayments of debt		(10,221	)		(50,466	)		(269,621	)
Redemption of Series E Shares		-			(14,302	)		(24,568	)
Prepayment of related party debt		(1,408	)		-			-
Prepayment of short term debt		(8,993	)		(20,280	)		-
Prepayment of short term Notes		(5,656	)		-			-
Consideration paid in excess of purchase price over book value of vessels		(22,260	)		-			(60,850	)
Proceeds from issuance of common stock		5,781			18,892			129,660
Proceeds from warrant exercises		2,330			4,619			-
Equity offering issuance costs		(536	)		(1,859	)		(8,868	)
Payment of financing costs		(1,713	)		(6,647	)		(1,851	)
Derivative financial instrument termination payments		-			(5	)		(1,379	)
Net Cash provided by/(used in) Financing Activities		44,759			189,681			(177,277	)
Net (decrease)/increase in cash and cash equivalents and restricted cash		(22,951	)		5,609			10,057
Cash and cash equivalents and restricted cash at beginning of year		30,613			7,662			13,271
Cash and cash equivalents and restricted cash at end of the year		7,662			13,271			23,328
Cash breakdown
Cash and cash equivalents		57			4,412			19,328
Restricted cash, current		1,290			859			-
Restricted cash, non-current		6,315			8,000			4,000
SUPPLEMENTAL CASH FLOW INFORMATION
Capital expenditures included in Accounts payable/Accrued liabilities/Due to related parties		555			533			388
Interest paid, net of capitalized interest		6,322			14,866			18,309
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties		2,109			759			23
Equity issuance costs included in liabilities		117			386			-
Unpaid Excess of consideration over carrying value of acquired assets included in Due to Related Parties (Note 1)		-			6,701			1,150
Settlement of notes with common stock issued		14,811			-			-
Elimination of beneficial conversion feature with debt extinguishment		3,451			-			-
Beneficial conversion feature of Series E perpetual convertible preferred stock (Note 16)		-			9,339			1,067
Settlement of related party debt, interest, finance fees, Excess consideration over acquired assets, capital expenditures and dividends with issuance of Series E Shares (Note 16)		-			28,158			16,904
Dividends payable included in Due to related parties (Note 16)		-			1,621			864
Transfer of right of use asset balances after operating lease termination to Vessels, net		-			3,800			-
Carrying value of net assets of companies acquired (Note 1)		-			7,649			-
Reversal of equity offering costs not payable		-			1,500			235
Prepaid rent of Navigare Lease included in initial measurement		-			-			2,006
Deemed dividend equivalents on Series E Shares related to redemption value (Note 16)		-			2,359			2,253

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

1. Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of Top Ships Inc. (formerly Top Tankers Inc. and Ocean Holdings Inc.) and its wholly owned subsidiaries (collectively the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products and chemicals transportation services.

As of December 31, 2020, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these consolidated financial statements as well as intermediary companies that own shipowning companies that are 100% subsidiaries of the Company.

Companies	Date of Incorporation	Country of Incorporation	Activity
Top Tanker Management Inc.	May 2004	Marshall Islands	Management company

	Wholly owned Shipowning Companies (“SPC”) with vessels in operation during years ended December 31, 2018, 2019 and 2020	Date of Incorporation	Country of Incorporation	Vessel	Delivery Date
1	Monte Carlo 71 Shipping Company Limited	June 2014	Marshall Islands	M/T Stenaweco Energy	July 2014 (sold in 2020)
2	Monte Carlo One Shipping Company Ltd	June 2012	Marshall Islands	M/T Stenaweco Evolution	March 2015 (sold in 2020)
3	Monte Carlo Seven Shipping Company Limited	April 2013	Marshall Islands	M/T Stenaweco Excellence	May 2016 (sold in 2020)
4	Monte Carlo Lax Shipping Company Limited	May 2013	Marshall Islands	M/T Nord Valiant	August 2016
5	Monte Carlo 37 Shipping Company Limited	September 2013	Marshall Islands	M/T Eco Fleet	July 2015 (sold in 2020)
6	Monte Carlo 39 Shipping Company Limited	December 2013	Marshall Islands	M/T Eco Revolution	January 2016 (sold in 2020)
7	Eco Seven Inc.	February 2017	Marshall Islands	M/T Stenaweco Elegance	February 2017 (sold in 2020)
8	Astarte International Inc.	April 2017	Marshall Islands	M/T Eco Palm Desert	September 2018 (sold in 2020)
9	PCH77 Shipping Company Limited	September 2017	Marshall Islands	M/T Eco California	January 2019 (sold in 2020)
10	PCH Dreaming Inc.	January 2018	Marshall Islands	M/T Eco Marina Del Ray	March 2019
11	South California Inc.	January 2018	Marshall Islands	M/T Eco Bel Air	April 2019 (sold in 2020)
12	Malibu Warrior Inc.	January 2018	Marshall Islands	M/T Eco Beverly Hills	May 2019 (sold in 2020)
13	Santa Catalina Inc.	December 2018	Marshall Islands	M/T Eco Los Angeles	February 2020
14	Santa Monica Marine Inc.	December 2018	Marshall Islands	M/T Eco City of Angels	February 2020

F- 8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

	Wholly owned SPCs with vessels under construction during year ended December 31, 2020	Date of Incorporation	Country of Incorporation	Vessel	Scheduled delivery date
15	Trajan Investments Inc.	July, 2019	Marshall Islands	Eco Van Nuys (Hull No 2789)	February 21
16	Hadrian Investments Inc.	July, 2019	Marshall Islands	Eco Santa Monica (Hull No 2790)	February 21
17	Julius Caesar Investments Inc.	July, 2019	Marshall Islands	Eco Venice Beach (Hull No 2791)	March 21
18	Roman Empire Inc.	February, 2020	Marshall Islands	Eco West Coast (Hull No 865)	March 21
19	Athenean Empire Inc.	February, 2020	Marshall Islands	Eco Malibu (Hull No 866)	May 21

As of December 31, 2018, 2019 and 2020, the Company was the owner of 50% of outstanding shares of the following companies.

	SPC	Date of Incorporation	Country of Incorporation	Vessel	Built Date
1	City of Athens Pte. Ltd.	November 2016	Singapore	M/T Eco Holmby Hills	March 2018 (sold in 2020)
2	Eco Nine Pte. Ltd.	March 2015	Singapore	M/T Eco Palm Springs	May 2018 (sold in 2020)
3	California 19 Inc.	May 2019	Marshall Islands	M/T Eco Yosemite Park	March 2020
4	California 20 Inc.	May 2019	Marshall Islands	M/T Eco Joshua Park	March 2020

On January 31, 2018 the Company acquired:

a. 100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that had entered into a new building contract for a high specification 50,000 dwt Medium Range (“MR”) product/chemical tanker (M/T Eco Marina Del Ray or Hull No 8242) under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea which was delivered in March 2019. The Company acquired the shares from an entity affiliated with the Company’s Chief Executive Officer, Director and President, Mr. Evangelos J. Pistiolis, for an aggregate purchase price of $3,950. The transaction specified that following its delivery, the vessel was going to enter into a time charter with an entity affiliated with the seller for a firm duration of one year at a gross daily rate of $16,000, with a charterer’s option to extend for two additional years at $17,000 and $18,000, respectively. In June 2018 the Company cancelled without penalty the abovementioned time charter and entered into a new 5 year time charter with Cargill International SA (“Cargill”) at a gross daily rate of $15,100.

b. 100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that had entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier (M/T Eco Bel Air or Hull No 874) under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea which was for delivery during April 2019. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis for an aggregate purchase price of $8,950. The transaction specified that following its delivery, the vessel was going to enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer’s option to extend for two additional years at $26,000 and $27,000, respectively. In June 2018 the Company cancelled without penalty the abovementioned time charter and entered into a new 3 year time charter with BP Shipping Limited at a gross daily rate of $24,500, with a charterer’s option to extend for two additional years at $28,000 and $29,500, respectively.

c. 100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that had entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier (M/T Beverly Hills or Hull No 875) under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea which was for delivery during May 2019. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis for an aggregate purchase price of $8,950. The transaction specified that following its delivery, the vessel was going to enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer’s option to extend for two additional years at $26,000 and $27,000, respectively. In June 2018 the Company cancelled without penalty the abovementioned time charter and entered into a new 3 year time charter with BP Shipping Limited at a gross daily rate of $24,500, with a charterer’s option to extend for two additional years at $28,000 and $29,500, respectively.

d. 10% of the issued and outstanding shares of Eco Seven Inc., the owner of M/T Stenaweco Elegance. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis for an aggregate purchase price of $1,600. As a result of that transaction the Company became the owner of 100% of the issued and outstanding shares of Eco Seven Inc.

F- 9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

On December 18, 2019 the Company acquired 100% of the issued and outstanding shares of Santa Catalina Inc. and Santa Monica Inc. two Marshall Islands companies that had entered into new building contracts for two high specification 50,000 dwt Medium Range (“MR”) product/chemical tankers (M/T Eco Los Angeles and M/T Eco City of Angels) under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea which were delivered in February 2020. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis, for an aggregate purchase price of $14,350, of which $7,515 was paid upon purchase of the vessel owning companies and the remaining $6,835 was paid upon delivery of the vessels from the shipyard. The transaction specified that following each vessel’s delivery, each vessel was going to enter into a time charter with Trafigura Maritime Logistics Pte Ltd (“Trafigura”) for a firm duration of three years at a gross daily rate of $17,500, with a charterer’s option to extend for two additional years at $18,750 and $20,000, respectively. Both acquired companies had already advanced $7,515 of shipyard installments and $134 of capitalized expenses for the construction of said newbuilding vessels.

On May 6, 2020, the Company acquired for $18,000 from a company affiliated with Mr. Evangelos J. Pistiolis a 100% ownership interest in three Marshall Island companies that each had a newbuilding contract for the construction of one scrubber-fitted 50,000 dwt eco MR product/chemical tanker, all currently under construction in Hyundai Mipo shipyard in South Korea, with attached time charters. The vessels, M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) are scheduled to be delivered in the first quarter of 2021. Each of the three product tankers have time charters with Central Tankers Chartering Inc, a company affiliated with Mr. Evangelos J. Pistiolis, for a firm term of five years at a gross daily rate of $16,200, with a charterer’s option to extend for two additional years at $17,200 and $18,200, respectively (Note 5). Of the consideration payable, $16,850 was paid in the year ended December 31, 2020 and the remaining $1,150 is due on the vessels’ delivery date and is included in Due to related parties in the accompanying consolidated balance sheets.

On May 28, 2020, the Company acquired for $22,000 from a company affiliated with Mr. Evangelos J. Pistiolis, or the Suezmax Seller, a 50% ownership interest in two Marshall Island companies (the “SPVs”) that each had a newbuilding contract for the construction of one scrubber-fitted 157,000 dwt eco Suezmax tanker, M/T Eco West Coast (Hull No 865) and M/T Eco Malibu (Hull No 866) under construction in Hyundai Heavy Industries shipyard in South Korea, with attached time charters. The M/T Eco West Coast was delivered on March 26, 2021 and commenced its time charter upon delivery. The M/T Eco Malibu is scheduled to be delivered in May 2021. The Company had the option to acquire the other 50% ownership interest in both vessels from the Seller at the same price until July 15, 2020. On June 18, 2020, the Company exercised both purchase options for a consideration of $22,000. Upon their delivery, both vessels will enter into time charters with Clearlake Shipping Pte Ltd., for a firm term of three years at a gross daily rate of $33,950, with a charterer’s option to extend for two additional years at $34,750 and $36,750, respectively. The full amount of the consideration was paid in the year ended December 31, 2020.

Each of the abovementioned acquisitions was approved by a special committee of the Company's board of directors (the “Special Committee”), of which all of the directors were independent and for each acquisition the Special Committee obtained a fairness opinion relating to the consideration of each transaction from an independent financial advisor. The Company accounted for the abovementioned acquisitions as a transfer of assets between entities under common control and has recognized the vessels at their historical carrying amounts at the date of transfer.

The amount of the consideration given in excess of the historical carrying value of the net assets acquired is recognized as a reduction to the Company’s additional paid in capital and presented as Excess of consideration over the carrying value of acquired assets in the Company’s consolidated statement of stockholders' equity for the twelve months ended December 31, 2018, 2019 and 2020 respectively. An analysis of the consideration paid is presented in the table below:

As of December 31,	2018		2019		2020
Consideration in cash		23,450		14,350		62,000
Less: Carrying value of net assets of companies acquired		1,190		7,649		-
Excess of consideration over acquired assets		22,260		6,701		62,000

On March 11, 2020, the World Health Organization declared the recent novel coronavirus (“COVID-19”) outbreak a pandemic. In response to the pandemic, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the pandemic, such as quarantines and travel restrictions. Such measures have caused and will likely continue to cause severe trade disruptions. During the year ended December 31, 2020 we encountered certain prolonged delays embarking and disembarking crew onto our ships as a result of restrictions at ports placed by various countries due to COVID-19 resulting to an increase in off-hire days or approximately $487 reduction in revenue and a slight increase in operating expenses relating to crew.

F- 10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The extent to which COVID-19 will impact the Company's future results of operations and financial condition, including possible vessel impairments, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the additional actions to contain or treat its impact, among others the distribution of the vaccine.

On August 10, 2020 the Company effected a 1-for-25 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares and the Class B Warrants, or the number of votes of the Company’s Series D Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company's warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-25 reverse stock split.

2. Significant Accounting Policies:

(a) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts and operating results of Top Ships Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation. Non-controlling interests are stated at the non-controlling interest’s proportion of the net assets of the subsidiaries where the Company has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased or decreased by the non-controlling interest’s share of subsequent changes in the equity of such subsidiaries. Total comprehensive income is attributed to a non-controlling interest even if this results in a deficit balance. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions and the carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect these changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

(b) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates mainly include impairment of vessels, vessel useful lives and residual values and fair values of derivative instruments. Actual results may differ from these estimates.

(c) Foreign Currency Translation: The Company’s functional currency is the U.S. Dollar because all vessels operate in international shipping markets, and therefore primarily transact business in U.S. Dollars. The Company’s books of account are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies are translated to U.S. Dollars based on the year-end exchange rates and any gains and losses are included in the statement of comprehensive loss.

(d) Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(e) Restricted Cash: The Company considers amounts that are pledged, blocked, held as cash collateral, required to be maintained with a specific bank or be maintained by the Company as minimum cash under the terms of a loan agreement, as restricted and these amounts are presented separately on the balance sheets. In the event original maturities are shorter than twelve months, such deposits are presented as current assets while if original maturities are longer than twelve months, such deposits are presented as non-current assets.

(f) Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date, includes estimated recoveries from charterers for hire billings, net of a provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually, combined with the application of a historical recoverability ratio, for purposes of determining the appropriate provision for doubtful accounts. The Company assessed that it had no potentially uncollectible accounts and hence formed no provision for doubtful accounts at December 31, 2019 and 2020 respectively.

F- 11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

(g) Inventories: Inventories consist of lubricants and paints on board the vessels. Inventories are stated at the lower of cost and net realizable value. Cost, which consists of the purchase price, is determined by the first in, first out method.

(h) Vessel Cost: Vessels are stated at cost, which consists of the contract price, pre-delivery costs and capitalized interest incurred during the construction of new building vessels, and any material expenses incurred upon acquisition (improvements and delivery costs). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are charged to expense as incurred and are included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss.

(i) Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of the Company’s long lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans, declines in the fair market value of vessels and overall market conditions. If there are indications for impairment present, the Company determines undiscounted projected net operating cash flows for each vessel and compares it to the vessel's carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value, and the difference is recognized as an impairment loss. The impairment tests the Company conducted as of December 31, 2020, showed that there are no impairment indications for any of the vessels held for use in the Company’s fleet.

(j) Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, of $300 per lightweight ton. Management estimates the useful life of the Company's vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.

(k) Long Lived Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (a) management, having the authority to approve the action, commits to a plan to sell the asset, (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale. 

Long-lived assets previously classified as held for sale that are classified as held and used are revalued at the lower of (a) the carrying amount of the asset before it was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified as held and used and (b) the fair value of the asset at the date that the Company decided not to sell the asset.

(l) Other Fixed Assets, Net: Other fixed assets, net, consist of furniture, office equipment, and cars, stated at cost, which consists of the purchase/contract price less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets as presented below:

Description	Useful Life (years)
Cars	6
Office equipment	5
Furniture and fittings	5
Computer equipment	3

(m) Accounting for Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.

F- 12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

(n) Financing Costs: Fees incurred and paid to the lenders for obtaining new loans or refinancing existing ones are recorded as a contra to debt and such fees are amortized to interest and finance costs over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are expensed when a repayment or refinancing is made and charged to interest and finance costs.

(o) Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable monthly in advance. Time charter revenue is only recognized when an agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured. Revenue is shown net of address commissions, if applicable, payable directly to charterers under the relevant charter agreements. Address commissions represent a common market practice discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Commissions on time charter revenues are recognized on a pro rata basis over the duration of the period.

On adoption of ASC 842, the Company determined that all time charter-out contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company as lessor, does not have substantive substitution rights; and (iii) the charterer, as lessee, has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. The Company’s accounting for time charter out contracts was not impacted by the adoption of ASC 842 as the accounting is consistent with the Company’s prior policy.

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any off-hire period.  Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. The Company elected to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components (included in the daily hire rate) is the same and (ii) the lease component would be classified as an operating lease. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time. Under a time charter agreement, vessel operating expenses such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses and broker’s commissions are paid by the vessel owner, whereas voyage expenses such as bunkers, port expenses, agents’ fees, and extra war risk insurance are paid by the charterer. Vessel operating expenses are expensed as incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to periods after December 31 of each year.

When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company allocates the total cost between the vessel and the fair value of the attached time charter based on the relative fair values of the vessel and time charter acquired. The fair value of the attached time charter is computed as the present value of the difference between the contractual amount to be received over the term of the time charter and management’s estimates of the market time charter rate at the time of acquisition. The fair value of below or above market time charter is recognized as a liability or an intangible asset respectively and is amortized over the remaining period of the time charter as an increase or decrease to revenues.

Where the time charter contains a profit or loss sharing arrangement, the profit or loss is recognized based on amounts earned or incurred as of the reporting date.

The Company pays commissions to ship brokers and to the Company’s fleet manager (Note 5), a related party affiliated with the family of Mr. Evangelos J. Pistiolis , associated with arranging the Company’s charters. These brokers’ commissions are recognized over the related charter period and are included in voyage expenses.

Voyage charters

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. Demurrage revenue is recognized starting from the point that is determined that the amount can be estimated and its collection is probable and on a straight line basis until the end of the voyage. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue and is recognized as the performance obligation is satisfied. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight- line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

F- 13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company, as the shipowner, retains the control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

In a voyage charter contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulfillment costs because (1) incurred to fulfill a contract that the Company can specifically identify, (2) able to generate or enhance resources of the Company that will be used to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. The costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are amortized on a straight-line basis as the related performance obligations are satisfied.

(p) Stock Incentive Plan: All share-based compensation related to the grant of restricted and/or unrestricted shares provided to employees and to non-employee directors as well as to third party consultants and service providers for their services provided is included in “general and administrative expenses” in the consolidated statements of comprehensive loss. The shares that do not contain any future service vesting conditions are considered vested shares and recognized in full on the grant date. The shares that contain a time-based service vesting condition are considered non-vested shares on the grant date and recognized on a straight-line basis over the vesting period. The shares granted to employees or directors and to non-employees, vested and non-vested, are measured at fair value which is equal to the market value of the Company’s common stock on the grant date.

(q) Earnings / (Loss) per Share: Basic earnings/(loss) per share are computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes the incremental shares assumed issued under the treasury stock method weighted for the period the non-vested shares were outstanding. The computation of diluted earnings per share also reflects the potential dilution that could occur if warrants to issue common stock were exercised, to the extent that they are dilutive, using the treasury stock method, the potential dilution that could occur if convertible preferred stock were converted, using the if-converted method as well as the potential dilution that could occur if the Company completed all sales pursuant to common stock purchase agreements, using the if-converted method. Finally net income or loss available to common stockholders is reduced to reflect any deemed dividends on convertible preferred stock, weighted for the period the convertible preferred shares were outstanding.

(r) Derivatives and Hedging, Hedge Accounting: The Company records every derivative instrument (including certain derivative instruments embedded in other contracts) on the balance sheet as either an asset or liability measured at its fair value, with changes in the derivatives' fair value recognized in earnings unless specific hedge accounting criteria are met.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. Contracts which meet the criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income” in equity, while the ineffective portion, if any, is recognized immediately in current period earnings. The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the statement of income. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as a component of “Gain/(Loss) on derivatives”.

F- 14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

(s) Financial liabilities: Financial liabilities are classified as either financial liabilities at ‘fair value through the profit and loss’ (“FVTPL”) or ‘other financial liabilities’. Financial instruments classified as FVTPL are recognized at fair value in the balance sheet when the Company has an obligation to perform under the contractual provisions of those instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Changes in the fair value of financial instruments are recognized in earnings, except in the cases where these financial instruments fall under the guidance in ASC 815-40, where they are initially classified in equity and are initially measured at fair value in permanent equity and subsequent changes in fair value are not subsequently measured. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortized cost using the effective interest rate method.

(t) Segment Reporting: The Chief Operating Decision Maker (“CODM”), Mr. Evangelos J. Pistiolis, receives financial information and evaluates the Company’s operations by charter revenues and not by the length, type of vessel or type of ship employment for its customers (i.e. time or bareboat charters) or by geographical region as the charterer is free to trade the vessel worldwide and as a result, the disclosure of geographic information is impracticable. The CODM does not use discrete financial information to evaluate the operating results for each such type of charter or vessel. Although revenue can be identified for these types of charters or vessels, management cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As a result, management, including the CODM, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates as one reportable segment.

(u) Leases:

● Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

● Finance lease: The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:

i. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii. The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

iv. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

v. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

When none of these criteria are met the Company classifies the lease as an operating lease.

● Operating lease- The Company as a lessee: The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

F- 15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

(v) Beneficial conversion feature: A beneficial conversion feature is defined as a non-detachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the intrinsic value of the option, which is the in-the- money portion of the conversion option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

(w) Investments in unconsolidated joint ventures: The Company's investments in unconsolidated joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company's proportionate share of earnings or losses and distributions. The Company evaluates its investments in unconsolidated joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Consolidated Statements of comprehensive loss.

(x) Other Comprehensive Income: The Company follows the provisions of guidance regarding reporting comprehensive income which requires separate presentation of certain transactions, such as unrealized gains and losses from effective portion of cash flow hedges, which are recorded directly as components of stockholders’ equity

(y) Recent Accounting Pronouncements:

New Accounting Pronouncements - Adopted

Fair Value Measurement Disclosures — In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU No. 2018-13"). ASU No. 2018-13, which is part of the FASB's broader disclosure framework project, modifies and supplements the current U.S. GAAP disclosure requirements pertaining to fair value measurements, with an emphasis on Level 3 disclosures of the valuation hierarchy. The Company adopted this ASU for the reporting period commencing on January 1, 2020 and has adjusted its disclosures accordingly.

Accounting standards issued but not yet adopted

The FASB has issued accounting standards that have not yet become effective and may impact the Company’s consolidated financial statements or related disclosures in future periods. These standards and their potential impact are discussed below:

Recent Accounting Pronouncements: In March 2020, the Financial Standard Board issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)”. ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to expected market transition from LIBOR and other interbank offered rates to alternative reference rates. This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022. The Company is currently evaluating the impact of this adoption in its consolidated financial statements and related disclosures.

In August 2020, the Financial Standard Board issued Accounting Standards Update (“ASU”) No. 2020-06 “Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity”, which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by the Company in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. The Company is currently evaluating the impact this guidance will have on our consolidated financial statements.

F- 16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

3. Going Concern:

At December 31, 2020, the Company had a working capital surplus of $19,672 and cash and cash equivalents of $19,328 and for the year ended December 31, 2020 incurred a net loss of $22,818 and generated cash flow from operations of $6,040. In addition, as of December 31, 2020, the Company had remaining contractual commitments for the vessels it had contracted to acquire totaling $182,016.

As of January 6, 2021, pursuant to the sale of the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) and the purchase of M/T Eco Oceano Ca (Hull No. 871) and 35% interest in M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) (see Note 20), the Company had remaining contractual commitments amounting to $211,171 (please see table below) and available committed undrawn senior secured loan facilities of $38,000 and a credit line from a company affiliated with Mr. Evangelos J. Pistiolis of $23,815 (see Note 20).

Year ending December 31,	Contractual Commitments
2021		116,434
2022		94,737
Total		211,171

The Company expects to finance its unfinanced capital commitments with cash on hand, operational cash flow, debt or equity issuances, or a combination thereof. In addition, the capital commitments noted above are non-recourse to the Company as the commitments are made by wholly owned subsidiaries whose performance is guaranteed by Central Mare Inc, a related party affiliated with the family of Mr. Evangelos J. Pistiolis. $56,437 of the amount payable in 2021 has been settled as of the date of issuance of these consolidated financial statements. If the Company is unable to arrange debt or equity financing for its newbuilding vessels, it is probable that the Company may also consider selling the respective newbuilding contracts. Therefore, the Company believes it has the ability to continue as a going concern and finance its obligations as they come due over the next twelve months following the date of the issuance of these financial statements. Consequently, the consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

4(a) Advances for vessels acquisitions / under construction:

An analysis of Advances for vessels acquisitions / under construction is as follows:

	Advances for vessels acquisitions / under construction
Balance, December 31, 2018		38,744
— Advances paid		158,905
— Capitalized expenses		3,812
— Transferred to Vessels, net		(189,220	)
Balance, December 31, 2019		12,241
— Advances paid		117,203
— Capitalized expenses		3,509
— Transferred to Vessels, net		(76,959	)
— Transferred to Assets held for sale		(24,340	)
Balance, December 31, 2020		31,654

On January 30, March 13, April 5 and May 9, 2019, the Company took delivery of M/T Eco California, M/T Eco Marina Del Ray, M/T Eco Bel Air and M/T Eco Beverly Hills respectively from Hyundai (the first two vessels from Hyundai Mipo Dockyard and the second two vessels from Hyundai Samho Dockyard) and hence advances paid and capitalized expenses relating to the vessels were transferred from Advances for vessels acquisitions / under construction to Vessels, net.

On February 10 and February 17, 2020, the Company took delivery of M/T Eco Los Angeles and M/T Eco City of Angels, respectively from Hyundai Mipo Dockyard and hence advances paid and capitalized expenses relating to the vessels were transferred from Advances for vessels acquisitions / under construction to Vessels, net.

F- 17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

On December 31, 2020, the Company classified the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) as assets held for sale and hence advances paid and capitalized expenses relating to the vessels were transferred from Advances for vessels acquisitions / under construction to Assets held for sale (see below).

For the year ended December 31, 2020, the balance of Advances for vessels acquisitions / under construction relate to M/T West Coast (Hull No S865) and M/T Malibu (Hull No S866) and consist of $18,991 and $12,663 respectively, out of which $624 and $419, respectively relate to capitalized expenses.

4(b) Vessels, net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, December 31, 2018		196,784			(16,149	)		180,635
— Transferred from advances for vessels acquisitions / under construction		189,220			-			189,220
— Acquisitions		51,940			-			51,940
— Impairment		(22,254	)		9,944			(12,310	)
— Transferred to Assets held for sale		(43,147	)		-			(43,147	)
— Depreciation		-			(12,392	)		(12,392	)
Balance, December 31, 2019		372,543			(18,597	)		353,946
— Transferred from advances for vessels acquisitions / under construction		76,959			-			76,959
— Disposals (see Note 19)		(303,157	)		21,718			(281,439	)
— Depreciation		-			(13,174	)		(13,174	)
Balance, December 31, 2020		146,345			(10,053	)		136,292

In 2019 and 2020 the Company took delivery of the following vessels:

Vessel Name	Delivery Date	Yard Installments		Capitalized Expenses		Final Cost
M/T Eco California	January 30, 2019		34,313		1,270		35,583
M/T Eco Marina Del Ray	March 13, 2019		35,787		1,066		36,853
M/T Eco Bel Air	April 5, 2019		57,133		1,209		58,342
M/T Eco Beverly Hills	May 9, 2019		57,133		1,309		58,442
Subtotal 2019			184,366		4,854		189,220
M/T Eco Los Angeles	February 10, 2020		37,659		835		38,494
M/T Eco City of Angels	February 17, 2020		37,659		806		38,465
Subtotal 2020			75,318		1,641		76,959

The Company's vessel’s titles have been transferred to their respective financing banks under the vessel’s sale and leaseback agreements as a security (see Note 7).

On November 18 and November 20, 2019, the Company exercised the purchase options on its operating leases and purchased M/T Stenaweco Energy and M/T Stenaweco Evolution for $23,953 and $24,187, respectively. M/T Stenaweco Energy and M/T Stenaweco Evolution book value has been increased by $2,477 and $1,323 respectively, corresponding to the transfer of the respective right of use asset (“ROU”) balances to each vessel upon termination of the lease, as per ASC 842-20-40-2.

F- 18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

4(c) Assets held for sale:

The M/T Eco Fleet and M/T Eco Revolution met the criteria to be classified as assets held for sale on December 12, 2019 according to guidance in ASC 360. Consequently, the Company has treated the vessels including their inventories on board as Assets held for sale and has classified them as a current asset measured at the lower of the carrying amount and fair value less costs to sell as determined by the Company and supported by an unrelated third party offer to buy the vessels. The related loans are also classified as short term in a separate balance sheet line from the other non-current portion of debt. The Company has recognized an impairment charge of $6,779 for the M/T Eco Fleet and $5,531 for the M/T Eco Revolution to reduce their carrying value to the fair value less costs to sell in the accompanying consolidated statements of comprehensive loss. As of December 31, 2019, the M/T Eco Fleet’s new deemed cost and carrying amount after the impairment charge is $20,667 and the new deemed cost and carrying amount of the M/T Eco Revolution is $22,604 including inventories on board of $124. The vessels were sold on January 21 and January 14, 2020 to an unrelated third party for gross proceeds of $21,000 and $23,000 respectively.

The M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) met the criteria to be classified as assets held for sale on December 31, 2020 according to guidance in ASC 360. Consequently, the Company has treated the vessels under construction as Assets held for sale. Since their fair value less costs to sell approximated their carrying amount the Company didn’t incur any impairment charges. As of December 31, 2020, the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) carrying amount is $8,187, $8,146 and $8,007 respectively. The vessels were sold on January 6, 2021 to a company affiliated with Mr. Evangelos J. Pistiolis (see Note 20).

5. Transactions with Related Parties:

(a) Central Mare– Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides the Company with its executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer).

As of December 31, 2019 and 2020 the amounts due to Central Mare were $0 and $29 respectively. This amount is presented in Due to related parties, on the accompanying consolidated balance sheets.

The fees charged by and expenses relating to Central Mare for the years ended December 31, 2018, 2019 and 2020 are as follows:         

	Year Ended December 31,
	2018			2019			2020			Presented in:
Executive officers and other personnel expenses		2,400			360			360		General and administrative expenses - Statement of comprehensive loss
Amortization of awarded shares*		(34	)		(34	)		(34	)	Management fees - related parties - Statement of comprehensive loss
Total		2,366			326			326

*As per the Company’s equity incentive plan, or the 2015 plan (currently null and void since due to the recent reverse stock splits of the Company’s stock the shares left to be vested are zero), the Company incurred an amortization gain of $34 relating to the amortization of the original fair value of the equity incentive plan recognized at inception, for each of the years ended December 31, 2018, 2019 and 2020.

On January 2, 2018, the Company’s board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $2,250, to be distributed at his own discretion to other executives and is included in “General and administrative expenses” in the accompanying consolidated statements of comprehensive loss.

(b) Central Shipping Monaco SAM (“CSM”) – Letter Agreement and Management Agreements: On March 10, 2014, the Company entered into a letter agreement, or the Letter Agreement, with CSM, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, and on March 10, 2014 and June 18, 2014 the Company entered into management agreements, or Management Agreements, between CSM and the Company’s vessel-owning subsidiaries respectively. The Letter Agreement could only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the Letter Agreement.

F- 19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Pursuant to the Letter Agreement, as well as the Management Agreements concluded between CSM and the Company’s vessel-owning subsidiaries, the Company paid a technical management fee of $595 per day per vessel for the provision of technical, operation, insurance, bunkering and crew management, commencing three months before the vessel was scheduled to be delivered by the shipyard and a commercial management fee of $328 per day per vessel, commencing from the date the vessel was delivered from the shipyard. In addition, the Management Agreements provided for payment to CSM of: (i) $541 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSM also performed supervision services for all of the Company’s newbuilding vessels while the vessels were under construction, for which the Company paid CSM the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSM provided, at cost, all accounting, reporting and administrative services. Finally, the Letter Agreement provided for a performance incentive fee for the provision of management services to be determined at the discretion of the Company. The Management Agreements had an initial term of five years, after which they would have continued to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the Management Agreements, all fees payable to CSM were adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase was effected.

As of December 31, 2019 and 2020, there are no amounts due to CSM.

On January 1, 2019, the Company terminated the letter agreement with CSM without incurring any penalties.

The fees charged by and expenses relating to CSM for the year ended December 31, 2018 are as follows:         

	Year Ended December 31, 2018	Presented in:
Management fees	101	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
	2,455	Management fees - related parties -Statement of comprehensive loss
Supervision services fees	63	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees	187	Vessel operating expenses -Statement of comprehensive loss
	101	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost	233	Management fees - related parties -Statement of comprehensive loss
Financing fees	139	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission for sale and purchase of vessels	3,861	Management fees - related parties -Statement of comprehensive loss
Commission on charter hire agreements	511	Voyage expenses - Statement of comprehensive loss
Performance incentive fee	1,250	Management fees - related parties - Statement of comprehensive loss
Total	8,901

For the year ended December 31 2018, CSM charged the Company newbuilding supervision related pass-through costs amounting to $958.

F- 20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

(c) Central Shipping Inc (“CSI”) – Letter Agreement and Management Agreements: On January 1, 2019, the Company entered into a letter agreement with CSI (“CSI Letter Agreement”), a related party affiliated with the family of Evangelos J. Pistiolis and between January 1, 2019 and May 28, 2020 the Company entered into management agreements, or Management Agreements, between CSI and the Company’s vessel-owning subsidiaries respectively. The CSI Letter Agreement can only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the CSI Letter Agreement.

Pursuant to the CSI Letter Agreement, as well as the Management Agreements concluded between CSI and the Company’s vessel-owning subsidiaries, the Company pays a management fee of $561 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard. In addition, the Management Agreements provide for payment to CSI of: (i) $510 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI also performs supervision services for all of the Company’s newbuilding vessels while the vessels are under construction, for which the Company pays CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSI provides, at cost, all accounting, reporting and administrative services. Finally, the CSI Letter Agreement provides for a performance incentive fee for the provision of management services to be determined at the discretion of the Company. The management agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the management agreements, all fees payable to CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase is effected.

As of December 31, 2019 and 2020, the amounts due to CSI were $621 and $3,116 respectively and are presented in Due to related parties, on the accompanying consolidated balance sheets.

The fees charged by and expenses relating to CSI for the years ended December 31, 2019 and 2020 are as follows:

	Year Ended December 31,
	2019	2020	Presented in:
Management fees	109	69	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
	2,237	1,953	Management fees - related parties -Statement of comprehensive loss
Supervision services fees	55	63	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees	247	60	Vessel operating expenses -Statement of comprehensive loss
	172	198	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost	240	330	Management fees - related parties -Statement of comprehensive loss
Commission for sale and purchase of vessels	-	3,377	Management fees - related parties -Statement of comprehensive loss
		3,971	Loss from vessel sales -Statement of comprehensive loss
		454	Capitalized in Investments–Balance sheet
		1,017	Capitalized in Right of use assets from operating leases - Balance Sheet
Financing fees	263	-	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire agreements	829	761	Voyage expenses - Statement of comprehensive loss
Total	4,152	12,253

F- 21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

For the years ended December 31, 2019 and 2020, CSI charged the Company newbuilding supervision related pass-through costs amounting to $985 and $967 respectively, which are not included in the table above and are presented within Vessels, net / Advances for vessels acquisitions / under construction in the Company’s accompanying consolidated balance sheet.

(d) Issuance of Series E Shares to Family Trading Inc (“Family Trading”): On March 29, 2019 the Company entered into a stock purchase agreement with Family Trading, a related party owned by the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, pursuant to which the Company exchanged the outstanding principal, fees and interest of the Further Amended Family Trading Credit Facility with 27,129 Series E Shares (defined below, also see Note 16). As of December 31, 2019 and 2020, dividends due to Family Trading were $1,621 and $864 respectively and are presented in Due to related parties, on the accompanying consolidated balance sheets.

(e) Vessel Acquisitions from affiliated entities: From February 20 to May 28, 2020 the Company entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis (see Notes 1, 5 and 20). As of December 31, 2019 and 2020, the Company owes $14,350 and $1,150 respectively to the previous owners of the newbuilding vessels presented in Due to related parties in the accompanying consolidated balance sheets.

(f) Charter Party with Central Tankers Chartering Inc (“Central Tankers Chartering”): On September 1, 2017 the Company entered into a time charter party with Central Tankers Chartering, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, for the vessel M/T Eco Palm Desert delivered from Hyundai in September 2018. The time charter was for a firm period of three years at a daily rate of $14,750 with two optional years at daily rates of $15,250 and $15,750 respectively, at Central Tankers Chartering’s option. The time charter carried a 1.25% address commission payable to Central Tankers Chartering. In April 2019 the Company terminated the time charter party with Central Tankers Chartering without incurring any penalties and entered into a time charter agreement with Shell Tankers Singapore Private Limited (“Shell”) for a firm period of two years at a fixed daily rate of $13,300 plus a 50% profit share for earned rates over the fixed rate with one optional year at a daily rate of $13,950, at charterers option. Furthermore, on May 4, 2020 the Company entered into a time charter party with Central Tankers Chartering, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, for the vessels M/T Eco Van Nuys, M/T Eco Santa Monica and M/T Eco Venice Beach. The time charters are for a firm period of five years at a daily rate of $16,200 with two optional years at daily rates of $17,200 and $18,200 respectively at Central Tankers Chartering’s option and will commence upon each vessel’s delivery from the shipyard in the first quarter of 2021. As of December 31, 2019 and 2020, there are no amounts due to Central Tankers Chartering.

(g) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares: As a prerequisite for the Navigare Lease (defined below, see Note 6A), Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided, and the Company amended the Certificate of Designations governing the terms of the Series D Preferred Shares (see Note 9), to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the Company’s total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by our Board of Directors, including all three independent directors.

F- 22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

6. Leases

A. Lease arrangements, under which the Company acts as the lessee

Bareboat Chartered-in Vessels:

On January 29, 2015 and March 31, 2015, the Company sold and leased back M/T Stenaweco Energy and M/T Stenaweco Evolution respectively. The vessels were chartered back on a bareboat basis for 7 years at a bareboat hire of $8,586 and $8,625 per day respectively. In addition, the Company had the option to buy back each vessel from the end of year 3 up to the end of year 7 at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. On December, 18 and December 20, 2019, the Company exercised the purchase options and terminated the operating leases on its two bareboat chartered in vessels. The purchase option prices paid amounted to $23,871 and $24,063 for the M/T Stenaweco Energy the M/T Stenaweco Evolution respectively, not including fees and expenses related to the transfer of ownership.

On December 1 and December 10, 2020, the Company sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air respectively to a third non-affiliated party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years at a bareboat hire of $16,750 per day for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. The Company does not have any option nor obligation to buy back the vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. The Company must maintain a minimum liquidity of $4,000 at all times which is certified bi-annually. As of December 31, 2020, the Company complied with all covenants of the Navigare Lease.

The Company has treated the Navigare lease as an operating lease. An operating lease ROU asset amounting to $45,425 was recognized at the inception of the lease together with a lease liability of $ 43,759 based on the present value of lease payments over the lease term. The operating lease ROU asset also includes initial direct costs of $1,666 and losses from the sale of the vessels of $340. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average), which was the Company’s estimated incremental borrowing rate, that reflects the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. The cash paid for operating leases with original terms greater than 12 months was $877 for the year ended December 31, 2020. Losses from the sale of these two vessels and initial direct costs which were included in the respective ROU assets are amortized on a straight-line basis over the duration of the lease and are included in operating lease expense in the accompanying statement of consolidated loss.

The Company's future minimum operating lease payments required to be made after December 31, 2020, relating to the bareboat chartered-in vessels M/T Eco Beverly Hills and M/T Eco Bel Air are as follows:

Year ending December 31,	Bareboat charter lease payments
2021		12,228
2022		12,084
2023		10,220
2024		10,038
2025		6,777
Total		51,347
Less imputed interest		(8,254	)
Total Lease Liability		43,093
Presented as follows:
Short-term lease liability		9,288
Long-term lease liability		33,805

The weighted average remaining lease term on our chartered-in contracts greater than 12 months is 59.2 months.

At the lease’s inception, the carrying amounts of the M/T Eco Beverly Hills and M/T Eco Bel Air were less than the vessels fair value, as this was determined by a third party broker valuation. Hence in accordance with ASC 842-40-30-1 that stipulates that sale-and-leaseback transactions are accounted for at fair value, the Company recognized a loss on the sale and leaseback transactions of $10,688 included in Loss on sale of vessels in the Company's accompanying consolidated statements of comprehensive loss.

F- 23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

B. Lease arrangements, under which the Company acts as the lessor

Charter agreements:

During the year ended December 31, 2020, the Company operated two vessels (M/T Eco Bel Air and M/T Eco Beverly Hills) under time charters with BP Shipping Limited, one vessel (M/T Nord Valiant) under time charter with Dampskibsselskabet Norden A/S, two vessels (M/T Eco Los Angeles and M/T Eco City of Angels) under time charters with Trafigura Maritime Logistics Pte Ltd and one vessel (M/T Marina Del Ray) under time charter with Cargill.

Furthermore the Company has entered into time charter parties for its newbuilding vessels M/T Eco Van Nuys, M/T Eco Santa Monica and M/T Eco Venice Beach with Central Tankers Chartering Inc, a company affiliated with Mr. Evangelos J. Pistiolis (see Note 5) and M/T Eco West Coast and M/T Eco Malibu with Clearlake Shipping Pte Ltd. All the above mentioned time charter agreements will commence upon the respective vessels’ delivery.

Future minimum time-charter receipts of the Company’s vessels in operation as of December 31, 2020, based on commitments relating to non-cancellable time charter contracts as of December 31, 2020, are as follows (excluding vessels held for sale):

Year ending December 31,	Time Charter receipts
2021		39,988
2022		24,046
2023		7,245
2024		1,178
Total		72,457

Future minimum time-charter receipts of the Company’s vessels under construction as of December 31, 2020, are as follows (based on estimated delivery dates, excluding vessels held for sale):

Year ending December 31,	Time Charter receipts
2021		18,910
2022		24,784
2023		24,784
2024		5,874
Total		74,352

In arriving at the minimum future charter revenues, an estimated 20 days off-hire time to perform scheduled dry-docking in the year the dry-docking is expected on each vessel has been deducted, and it has been assumed that no additional off-hire time is incurred, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

7. Debt:

The amounts in the accompanying consolidated balance sheets are analyzed as follows (facility names defined below):

Bank / Vessel(s)	December 31,
	2019			2020
Total long term debt:
Alpha Bank Facility (M/T Stenaweco Elegance), including Alpha Bank Top-Up Facility		20,075			-
AT Bank Facility (M/T Eco Palm Desert)		21,875			-
AT Bank Bridge Note (Top Ships)		10,500			-
OFI Facility (M/T Stenaweco Energy, M/T Stenaweco Evolution and M/T Stenaweco Excellence)		69,849			-
CMBFL Facility (M/T Eco Bel Air and M/T Eco Beverly Hills)		88,560			-
BoComm Leasing Facility (M/T Nord Valiant for 2019 and 2020 and M/T Eco California for 2019)		44,466			20,227
Cargill Facility (M/T Eco Marina Del Ray)		30,962			29,116
AVIC Facility (M/T Eco Los Angeles and M/T Eco City of Angels)		-			57,656
Total long term debt		286,287			106,999
Less: Deferred finance fees		(7,257	)		(2,380	)
Total long term debt net of deferred finance fees		279,030			104,619
Presented:
Current portion of long term debt		16,908			5,324
Long term debt		262,122			99,295
Debt related to Vessels held for sale:
ABN Facility (M/T Eco Fleet and M/T Eco Revolution)		30,300			-
Less: Deferred finance fees		(323	)		-
Debt related to Vessels held for sale net of deferred finance fees		29,977			-
Total Debt net of deferred finance fees and debt discounts		309,007			104,619

F- 24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

ABN Facility

On July 9, 2015, the Company entered into a credit facility with ABN Amro Bank N.V. of Holland (“ABN Amro”) for $42,000 (“the ABN Amro facility”) for the financing of the vessels M/T Eco Fleet and M/T Eco Revolution ($21,000 per financed vessel). This facility was amended on September 28, 2015 and was increased to $44,400 ($22,200 per vessel), with all other terms remaining the same except for the margin which was increased by 0.15%. The credit facility was repayable in 4 consecutive quarterly installments of $500, 4 consecutive quarterly installments of $512.5, 4 consecutive quarterly installments of $525 and 12 consecutive quarterly installments of $387.5 for each of the financed vessels, commencing on October 13, 2015 for M/T Eco Fleet and on April 15, 2016 for M/T Eco Revolution plus a balloon installment of $11,400 for each of the financed vessels, payable together with the last installment in July 2021 and in January 2022, respectively. On August 1, 2016, the Company amended the ABN Facility to increase the borrowing limit to $64,400 and added another tranche to the loan, "Tranche C", which was secured by M/T Nord Valiant. Tranche C was repayable in 12 consecutive quarterly installments of $550 each and 12 consecutive quarterly installments of $363 each, commencing on November 2016, plus a balloon installment of $9,050 payable together with the last installment in August 2022. Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the reduction of the margin to 3.75% (applicable only to Tranche C), no other material changes were made to the ABN Facility.

The Company drew down $21,000 under the ABN Amro facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1,200 on September 30, 2015. Furthermore, the Company drew down $22,200 under the ABN facility on January 15, 2016 to finance the last shipyard installment of M/T Eco Revolution. Finally, on August 5, 2016 the Company drew down $20,000 under the Tranche C of the ABN facility to partly finance the last shipyard installments of M/T Nord Valiant.

The facility contained various covenants, including (i) an asset cover ratio of 130%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $750 per collateralized vessel. Additionally, the facility contained restrictions on the shipowning company incurring further indebtedness or guarantees. It also restricted the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility was secured as follows:

● First priority mortgage over M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant;

● Assignment of insurance and earnings of the mortgaged vessels;

● Specific assignment of any time charters with duration of more than 12 months;

● Corporate guarantee of Top Ships Inc.;

● Pledge of the shares of the shipowning subsidiaries;

● Pledge over the earnings account of the vessels.

On April 21, 2017, the Company was informed by ABN Amro that it was in breach of a loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintain an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 30% of the Company's outstanding common shares. ABN Amro requested that either the family of Mr. Evangelos J. Pistiolis maintains an ownership interest of at least 30% of the outstanding common shares or maintains a voting rights interest of above 50% in the Company. In order to regain compliance with the loan covenant, the Company issued the Series D preferred shares (see Note 9). On July 28, 2017 ABN Amro by way of a supplemental agreement removed the loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintained an ownership interest of 30% of the Company’s issued and outstanding common shares and replaced it with a covenant that states that no other party other than a member of the family of Mr. Evangelos J. Pistiolis (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) acquired a voting interest of more than 50% of the Company’s share capital, without ABN Amro’s prior written approval.

F- 25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

On November 16, 2018 the Company amended the ABN Facility to increase the borrowing limit by $5,000. This additional amount was subsequently drawn-down and applied towards capital expenditures under the Company’s newbuilding program and was allocated to the mortgaged vessels as follows: $750 to M/T Eco Fleet, $750 to M/T Eco Revolution and $3,500 to M/T Nord Valiant. Apart from the introduction of a new repayment schedule reflecting the increased facility principal, all other material terms remained the same. As per the new repayment schedule the quarterly installments were increased by $25, $25 and $100 for M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant respectively and their respective balloon installments were increased by $475, $425 and $2,000, respectively.

The ABN Amro facility bore interest at LIBOR plus a margin of 3.90%, except for the Tranche C part of the facility that bore interest at LIBOR plus a margin of 3.75%. Tranche C of the ABN Facility was fully prepaid on January 17, 2019 using $18,550 of proceeds from the BoComm Leasing Sale and Leaseback (see below). The remaining ABN Facility was prepaid on January 14 and January 21, 2020 in connection with the sale of the M/T Eco Fleet and M/T Eco Revolution using $29,475 of the proceeds from the sale.

Alpha Bank Facility

On July 20, 2016, Eco Seven that was later acquired by the Company entered into a credit facility with Alpha Bank SA. of Greece (“Alpha Bank”) for $23,350 (“the Alpha facility”) for the financing of the vessel M/T Stenaweco Elegance. The credit facility was repayable in 12 consecutive quarterly installments of $400 and 20 consecutive quarterly installments of $303, commencing in May 2017, plus a balloon installment of $12,500 payable together with the last installment in February 2025.

The Company drew down $23,350 under the Alpha facility on February 24, 2017 to finance the last shipyard installment of the M/T Stenaweco Elegance.

On August 1, 2017, Alpha Bank by way of a supplemental agreement removed the loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintains an ownership interest of 40% of the Company’s issued and outstanding common shares and replaced it with a covenant that states that no other party other than a member of the family of Mr. Evangelos J. Pistiolis (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) acquires a voting interest of more than 50% of the Company’s share capital, without Alpha Bank’s prior written approval.

The facility contained various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75%, (iii) minimum free liquidity of $750 per collateralized vessel, (iv) EBITDA was required to be greater than 120% of fixed charges and (v) market value adjusted net worth was required to be greater than or equal to $20,000. It also restricted the shipowning company from incurring further indebtedness or guarantees and from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility was secured as follows:

•         First priority mortgage over M/T Stenaweco Elegance;

•         Assignment of insurance and earnings of the mortgaged vessel;

•         Specific assignment of any time charters with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the shipowning subsidiary;

•         Pledge over the earnings account of the vessel.

F- 26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The Alpha facility bore interest at LIBOR plus a margin of 3.50%. On February 21, 2020 the Company sold the M/T Stenaweco Elegance to a non-affiliated party, and fully prepaid the outstanding principal of the Alpha Bank Facility that amounted to $18,950.

Alpha Bank Top-Up Facility

On April 23, 2019, the Company entered into a credit facility with Alpha Bank for $1,500. This facility was subsequently drawn-down and applied towards capital expenditures under the Company’s newbuilding program. The credit facility was repayable in 8 consecutive quarterly installments of $187.5 commencing in July 2019. This facility was secured by way of a third mortgage over M/T Stenaweco Elegance.

The facility’s principal was added to the principal balance of the Alpha Bank Facility for all covenant related calculations.

The facility was secured as follows:

● Intercreditor deed;

● Third preferred ship mortgage over M/T Stenaweco Elegance;

● Third priority general assignment of the earnings, insurances and any requisition compensation of M/T Stenaweco Elegance;

● Third priority assignment of any time charterparty of M/T Stenaweco Elegance for a period of more than twelve (12) months;

● Corporate guarantee of the Company;

● Second priority pledge over the earnings account of the vessel;

The Alpha Bank Top-Up Facility bore interest at LIBOR plus a margin of 4.25%. On February 21, 2020 the Company sold the M/T Stenaweco Elegance to a non-affiliated party, and fully prepaid the outstanding principal of the Alpha Bank Top-Up Facility that amounted to $938.

AT Bank Facility

On September 5, 2017, the Company entered into a credit facility with Amsterdam Trade Bank N.V. of Holland (“AT Bank”) for $23,500 to fund the delivery of M/T Eco Palm Desert (the “AT Bank Senior Facility”), delivered in September 7, 2018. An amount of $8,993 from the AT Bank Senior Facility was applied towards repayment of the AT Bank Predelivery Facility on September 4, 2018. This facility was repayable in 20 consecutive quarterly installments of $325, commencing three months from draw down, and a balloon payment of $17,000 payable together with the last installment.

The facility contained various covenants, including (i) an asset cover ratio of 115% for the first year, 120% for the second year, 125% for the third year and 140% thereafter, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $750 per collateralized vessel and $500 per bareboat chartered-in vessel. Additionally, the facility contained restrictions on the shipowning company incurring further indebtedness or guarantees and paying dividends.

The facility was secured as follows:

•         First priority mortgage over M/T Eco Palm Desert;

•         Assignment of insurance and earnings of the mortgaged vessel;

•         Specific assignment of any time charters with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the shipowning subsidiary;

•         Pledge over the earnings account of the vessel.

F- 27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The AT Bank Senior Facility bore interest at LIBOR plus a margin of 4% and a commitment fee of 2% per annum was payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. The Company on June 1, 2018 signed a supplemental agreement with AT Bank that resulted in the decrease of the commitment fee from 2% to 1.3%, effective from March 6, 2018.

On March 19, 2020 the Company sold the M/T Eco Palm Desert to a non-affiliated party, and fully prepaid the outstanding principal of the AT Bank Facility that amounted to $21,875.

AT Bank Bridge Note

On January 28, 2019, the Company entered into a credit facility with AT Bank for $10,500 for general corporate purposes (the “AT Bank Bridge Facility”). This facility was drawn down in full and the proceeds were used to repay the AT Bank Second Predelivery Facility. The facility was repayable on February 28, 2020. The facility contained restrictions on the Company from providing guarantees other than for financing of new vessels and from paying any dividends or distributing any of its capital or redeeming any of its shares.

Furthermore the facility prohibited the Company to pay any principal, accrued fees, interest or commitment fees relating to the Family Trading Facility. Finally the facility also contained some restrictions in the use of proceeds of future issuances of capital and incurrence of unsecured debt.

The facility was secured as follows:

● Corporate guarantee of the Company;

● Second priority perfected mortgage on M/T Eco Palm Desert;

● Second rank priority assignment of insurance and earnings of the mortgaged vessel;

● Second rank priority assignment of any time charters with duration of more than 12 months;

● Second priority pledge of the shares of the shipowning subsidiary of the mortgaged vessel;

● Second priority pledge over the earnings account of the vessel.

The facility bore interest at LIBOR plus a margin of 6.00% and a commitment fee of 2.25% per annum was payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. On March 22, 2019 the AT Bank Bridge Facility was converted into a note and on October 14, 2019 its maturity was extended to March 31, 2021 with all other terms remaining the same.

On March 19, 2020 the Company sold the M/T Eco Palm Desert to a non-affiliated party, and fully prepaid the outstanding principal of AT Bank Bridge Note that amounted to $10,500.

FINANCINGS COMMITTED UNDER SALE AND LEASEBACK AGREEMENTS

The majority of the below sale and leaseback agreements (“SLB”s) contain, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements including (i) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (ii) minimum free liquidity of $500 per vessel at the guarantors level.

Additionally, all the SLBs contain restrictions on the relative shipowning company incurring further indebtedness or guarantees and paying dividends, if such dividend payment would result in an event of default or termination event under the SLB agreements.

All the below SLBs are secured mainly by the following:

•         Ownership of the vessel financed;

•         Assignment of insurances and earnings of the vessel financed;

•         Specific assignment of any time charters of the vessel financed with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the relative shipowning subsidiary;

•         Pledge over the earnings account of the vessel financed.

F- 28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Cargill Facility

On June 29, 2018 the Company entered into a sale and leaseback agreement (“SLB”) and a 5 year time charter with Cargill, a non-affiliated party, for its newbuilding vessel M/T Eco Marina Del Ray (Hull No 8242) delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, the Company has bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five year time charter with Cargill. As part of this transaction, the Company has the obligation to buy back the vessel at the end of the five year period for $22,680. The gross proceeds from the sale were $32,387.

The SLB with Cargill is accounted for as a financing transaction, as control remains with the Company and the M/T Eco Marina Del Ray will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessel.

Bank of Communications Financial Leasing Company (“BoComm Leasing”) Facility

On December 21, 2018 the Company entered into an SLB with BoComm Leasing, a non-affiliated party, for M/T Nord Valiant and M/T Eco California. Consummation of the SLB took place on January 17, 2019 for M/T Nord Valiant and on January 31, 2019 for M/T Eco California. Following the sale, the Company has bareboat chartered back M/T Nord Valiant for five years and M/T Eco California for seven years at a bareboat hire rate of $5,875 per day and $6,550 per day respectively. As part of this transaction, the Company has continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the SLBs were $21,655 for M/T Nord Valiant and $24,140 for M/T Eco California.

The SLB with BoComm Leasing contains a covenant requiring that there is no change of control of the Company, save with the prior written consent of BoComm Leasing.

The SLB with BoComm Leasing is accounted for as a financing transaction, as control remains with the Company and M/T Nord Valiant and M/T Eco California will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessels below fair value.

On November 9, 2020, the Company exercised its purchase option on the M/T Eco California for $22,520 and on the same date the vessel was sold to an unaffiliated third party. In connection to this exercise, the Company paid an early termination/prepayment fee of $674, which is included in Loss on sale of vessels in the accompanying consolidated statements of comprehensive loss.

China Merchants Bank Financial Leasing Co. Ltd. ("CMBFL") Facility

On December 3, 2018 the Company entered into an SLB with CMBFL, a non-affiliated party, for M/T Eco Bel Air and for M/T Eco Beverly Hills. Consummation of the SLB took place on April 4 and May 9, 2019, respectively. Following the sale, the Company bareboat chartered back the vessels for a period of seven years at a bareboat hire rate of $1,475 per quarter per vessel. As part of this transaction, the Company had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the sale were $91,412 for both vessels.

The SLB with CMBLF contained a representation that should be always in effect throughout the sale and leaseback period requiring the corporate guarantor (Top Ships Inc) to remain listed in the NASDAQ exchange and requiring that there is no change to the controlling shareholder of the guarantor. Violation of this ongoing representation would result in a covenant breach.

The SLB with CMBLF was accounted for as a financing transaction, as control remained with the Company and M/T Eco Bel Air and M/T Eco Beverly Hills would continue to be recorded as assets on the Company’s balance sheet. In addition, the Company had continuous options to repurchase the vessels below fair value.

On December 1 and December 10, 2020, the Company exercised its purchase options on the M/T Eco Beverly Hills and the M/T Eco Bel Air respectively by paying $41,281 for each vessel. The vessels were sold and leased back on the same dates to unaffiliated third parties. In connection to these exercises, the Company paid early termination/prepayment fees of $806 and $767 respectively, which are included in Loss on sale of vessels in the accompanying consolidated statements of comprehensive loss.

F- 29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Oriental Fleet International Company Limited ("OFI") Facility

On July 8, 2019 the Company entered into sale and leaseback agreements with OFI, a non-affiliated party, for M/T Stenaweco Excellence , M/T Stenaweco Energy and M/T Stenaweco Evolution respectively. The sales of the three vessels were concluded on July 15, November 18 and November 20, 2019 respectively. Following the sale, the Company has bareboat chartered back the vessels for a period of ten years at bareboat hire rates comprising of financing principal based on straight-line amortization plus interest based on the three months LIBOR plus 3.90%.

The amortizations of the OFI facility were as follows:

● for M/T Stenaweco Excellence: 120 consecutive monthly installments of $160, commencing from draw down, and a balloon payment of $6,400 payable together with the last installment,

● for M/T Stenaweco Energy: 120 consecutive monthly installments of $131, commencing from draw down, and a balloon payment of $5,700 payable together with the last installment,

● for M/T Stenaweco Evolution: 120 consecutive monthly installments of $153, commencing from draw down, and a balloon payment of $6,100 payable together with the last installment,

As part of this transaction, the Company had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option was exercised and at the end of the ten year period it had an obligation to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale of the M/T Stenaweco Excellence were $25,600, for M/T Stenaweco Energy $21,375 and for M/T Stenaweco Evolution $24,400.

The SLB with OFI contained a covenant requiring the Company throughout the sale and leaseback period to remain listed in the NASDAQ exchange and requiring that there is no change of control of the Company, save with the prior written consent of OFI.

The SLB with OFI was accounted for as a financing transaction, as control remained with the Company and the vessels would continue to be recorded as assets on the Company’s balance sheet. In addition, the Company had the obligation to repurchase the vessels.

On October 14, October 29 and November 3, 2020, the Company exercised its purchase options and purchased the M/T SW Excellence, the M/T Stenaweco Energy and the M/T Stenaweco Evolution for $23,040, $19,808 and $22,570, respectively. The vessels were sold on the same dates to unaffiliated third parties. In connection to these exercises, the Company paid early termination/prepayment fees of $806, $693 and $790 respectively, which are included in Loss on sale of vessels in the accompanying consolidated statements of comprehensive loss.

Avic International Leasing Co., Ltd ("AVIC") Facility

On September 30, 2019 the owning companies of the M/T Eco Los Angeles and M/T Eco City of Angels entered into an SLB with AVIC, a non-affiliated party, for their newbuilding vessels M/T Eco Los Angeles and M/T Eco City of Angels. Consummation of the SLB and drawdown of funds took place on the vessels delivery dates from the shipyard, namely on February 10 and February 17, 2020 respectively. Following the sale, the Company has bareboat chartered back the vessels for a period of ten years at a bareboat hire rate of $9,435 for the first 5 years and $9,090 for the next 5 years per day per vessel, with a balloon installment of $11,288 for each vessel on the final charter hire date. As part of this transaction, the Company has continuous options, after the second year, to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised and at the end of the ten year period it has an obligation to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale amounted to $60,200 for both vessels.

The SLB with AVIC contains a covenant requiring that there is no change of control of the Company, save with the prior written consent of AVIC.

F- 30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The SLB with AVIC was accounted for as a financing transaction, as control will remain with the Company and the vessels will continue to be recorded as assets on the Company’s balance sheet. In addition, the Company has the obligation to repurchase the vessels.

Scheduled Principal Repayments: The Company’s annual principal payments required to be made after December 31, 2020 on its loan obligations, are as follows (including the financings under sale and leaseback agreements):

Years
December 31, 2021	5,735
December 31, 2022	6,088
December 31, 2023	6,466
December 31, 2024	44,372
December 31, 2025	3,708
December 31, 2026 and thereafter	40,630
Total	106,999

As of December 31, 2020, the Company was in compliance with all debt covenants with respect to its loans and credit facilities. The fair value of debt outstanding on December 31, 2020, after excluding unamortized financing fees, amounted to $107,833 when valuing the Cargill, BoComm and AVIC Sale and Leasebacks on the basis of the Commercial Interest Reference Rates (“CIRR”s) as applicable on December 31, 2020, which is considered to be a Level 2 item in accordance with the fair value hierarchy.

Financing Costs: The net additions in deferred financing costs amounted to $6,773 and $1,115 during the years ended December 31, 2019 and 2020 respectively.

8. Commitments and Contingencies:

Legal proceedings:

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. As part of the normal course of operations, the Company's customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

On August 1, 2017, the Company received a subpoena from the U.S. Securities and Exchange Commission (“SEC”) requesting certain documents and information in connection with offerings made by the Company between February 2017 and August 2017. The Company provided the requested information to the SEC in response to that subpoena. On September 26, 2018 and on October 5, 2018 the Company received two additional subpoenas from the SEC requesting certain documents and information in connection with the previous subpoena the Company received on August 1, 2017. The Company provided the requested information to the SEC in response to these subpoenas. The SEC investigation is ongoing and the Company continues to cooperate with the SEC in its investigation. The Company’s last communication with the SEC was in February 2019. The Company is unable to predict what action, if any, might be taken by the SEC or its staff as a result of this investigation or what impact, if any, the cost of responding to the SEC's investigation or its ultimate outcome might have on the Company's financial position, results of operations or liquidity. Hence the Company has not established any provision for losses relating to this matter.

On August 23, 2017, a purported securities class action complaint was filed in the United States District Court for the Eastern District of New York (No. 2:17-cv-04987(JFB)(SIL)) by Christopher Brady on behalf of himself and all others similarly situated against (among other defendants) the Company and two of its executive officers. The complaint is brought on behalf of an alleged class of those who purchased common stock of the Company between January 17, 2017 and August 22, 2017, and alleges that the Company and two of its executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On August 24, 2017, a second purported securities class action complaint was filed in the same court against the same defendants (No. 2:17-cv-05016 (JFB)(SIL)) which makes similar allegations and purports to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. By order dated July 20, 2018, the court consolidated the two actions under docket no. 2:17-cv-04987 and appointed lead plaintiffs for the consolidated action. On September 18, 2018, the plaintiffs filed a consolidated amended complaint. The amended complaint purports to be brought on behalf of shareholders who purchased the common stock of the Company between November 23, 2016 and April 3, 2018, makes allegations similar to those made in the original complaints, seeks similar relief as the original actions, and alleges that some or all the defendants violated sections 9, 10(b), 20(a), and/or 20A of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. All defendants filed motions to dismiss the amended complaint on March 25, 2019. Plaintiffs filed a consolidated opposition to defendants' motions to dismiss on May 24, 2019. Defendants filed replies in further support of the motions to dismiss on June 28, 2019. In a Memorandum Decision and Order dated August 3, 2019, the Court granted defendants' motions to dismiss under Rule 12(b)(6) and denied Plaintiffs' request for leave to amend. On August 7, 2019, the Court entered judgment dismissing the case. Plaintiffs filed a notice of appeal on August 26, 2019. Plaintiffs/appellants filed their opening brief on the appeal on October 25, 2019. Defendants/appellees filed their response briefs on November 26 and November 27, 2019, and plaintiffs/appellants filed their reply brief on December 11, 2019. The Second Circuit Court of Appeals (the “Court of Appeals”) held oral argument on March 10, 2020 and took the matter under advisement. On April 2, 2020, the Court of Appeals issued a summary order affirming the District Court's decision dismissing Plaintiffs' claims and denying leave to amend. The Court of Appeals was scheduled to issue a mandate making the decision effective on April 23, 2020 if Plaintiffs didn’t file a motion for reargument. Due to COVID-19, this deadline was extended to May 7, 2020. The Plaintiffs did not file a motion for reargument and the Second Circuit issued its mandate on May 14, 2020 upholding the decision of the United States District Court for the Eastern District of New York. The Supreme Court has extended the deadline for parties to file cert petitions asking the Court to hear an appeal to 150 days from the date of the lower court judgment. As a result, the deadline for Plaintiffs to file a cert petition with the Supreme Court was August 30, 2020 and since the Plaintiffs did not file a cert petition with the Supreme Court by that date, the case is now officially concluded in the Company’s favor.

F- 31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Other than the cases mentioned above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.

Capital Expenditures under the Company’s Newbuilding program:

From May to June 2020 the Company entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis that led to the purchase of a number of vessels and newbuilding contracts (see Notes 1 and 5). As a result of these transactions, the Company has remaining contractual commitments as of December 31, 2020 for the acquisition of its fleet that are non-recourse to the Company as they are guaranteed by Central Mare Inc, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, totaling $182,016, including $30,060, $30,060, $30,060, $42,857 and $48,979 pursuant to newbuilding agreements for Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790), Eco Venice Beach (Hull No 2791), Eco West Coast (Hull No 865) and Eco Malibu (Hull No 866) respectively. All of these contractual commitments are payable in 2021.

As of January 6, 2021, pursuant to the sale of the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) and the purchase of M/T Eco Oceano Ca (Hull No. 871) and 35% interest in M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) (see Note 20), the Company had remaining contractual commitments for the acquisition of its fleet that are non-recourse to the Company as they are guaranteed by Central Mare Inc, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, amounting to $211,171 ($116,434 payable in 2021 and $94,737 payable in 2022). These contractual commitments include $42,857 and $48,979 pursuant to newbuilding agreements of Eco West Coast (Hull No 865) and Eco Malibu (Hull No 866) respectively and another $60,150, $28,035 and $31,150 pursuant to newbuilding agreements of M/T Eco Oceano Ca (Hull No. 871), M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) respectively.

Guarantee on performance of loans of the New 2020 Joint Venture

On December 10, 2020, the Company entered into a corporate guarantee agreement with Alpha Bank of Greece in respect of the obligations of its 50% subsidiary California 19 Inc. and California 20 Inc. under the Loan Agreement dated March 12, 2020 for a secured loan facility of $37,660 ($18,830 for each vessel) for the financing of M/T Eco Yosemite Park and M/T Eco Joshua Park (the “Alpha Corporate Guarantee”). The Company assigns no probability of default to said loan agreements and hence has not established any provisions for losses relating to this matter.

F- 32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Environmental Liabilities:

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.

9. Common and Preferred Stock, Additional Paid-In Capital and Dividends:

Reverse stock split: On March 26, 2018, August 22, 2019 and August 10 2020, the Company effected a 1-for-10, a 1-for-20 and a 1-for-25 reverse stock split of its common stock respectively. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares and the Class B Warrants, or the number of votes of the Company’s Series D Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company's warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these financial statements have been retroactively adjusted to reflect these reverse stock splits.

Series D preferred shares: On May 8, 2017, the Company issued 100,000 shares of Series D preferred shares (the “Series D shares”) to Tankers Family Inc., a company controlled by Lax Trust for one thousand dollars ($1,000) pursuant to a stock purchase agreement. The Series D shares are not convertible into common shares and each Series D share has the voting power of 1,000 common shares. The Series D shares have no dividend or distribution rights and shall expire and all outstanding Series D shares shall be redeemed by the Company for par value on the date that any financing facility with any financial institution, which contain covenants that require that any member of the family of Mr. Evangelos J. Pistiolis maintain a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of the Company's issued and outstanding common shares, respectively, are fully repaid or reach their maturity date. The Series D shares shall not be otherwise redeemable and upon any liquidation, dissolution or winding up of the Company, the Series D shares shall have a liquidation preference of $0.01 per share. Currently the SLBs with BoComm Leasing and AVIC Leasing, the Alpha Corporate Guarantee and the Navigare Lease have similar provisions that are satisfied via the existence of the Series D Shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis guaranteed the performance of the bareboat charters, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided and in addition, the Company has amended the Certificate of Designation governing the terms of the Series D Shares, to adjust the voting rights per share of Series D Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the total voting power of the Company, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

Issuance of common stock and warrants as part of the 2018 Common Stock Offering: On October 26, 2018, the Company priced a public offering of 4,000 shares of common stock, and warrants to purchase 7,000 common shares (the “2018 Warrants”), at $750 per common share and $0.01 per warrant. The 2018 Warrants had an exercise price of $750 per share that was later adjusted to $510 and $350 on January 11 and February 6, 2019 respectively, were exercisable immediately, and expired four months from the date of issuance. Each warrant granted the warrant holder the option to purchase one common share of the Company at any time within the abovementioned term (American style option). The proceeds from this offering (net of 6.5% placement agent fees), were $2,805. As of December 31, 2019, all 2018 Warrants, had been exercised for gross proceeds of $3,788 and 7,000 common shares were issued pursuant to these exercises. The Company accounted for the 2018 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability, and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

On initial recognition the fair value of the 2018 Warrants was $1,671 and was determined using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s 2018 Warrants was the volatility used in the valuation model, which was approximated by using four-month daily historical observations of the Company’s share price. The annualized four-month daily historical volatility applied in the warrant valuation was 108%. A 5% increase in the volatility applied would have led to an increase of 3.8% in the fair value of the 2018 Warrants.

2014 Warrants: On July 31, 2019 the 2014 Warrants expired. From January 1, 2019 up to July 31, 2019 1,268,000 2014 Warrants, were exercised for gross proceeds of $3,161 and 13,481 common shares were issued pursuant to these exercises.

F- 33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Issuance of common stock and warrants as part of the September 2019 Common Stock Offering: On September 13, 2019, the Company closed an underwritten public offering of an aggregate of 63,200 common shares (or pre-funded warrants to purchase common shares in lieu thereof, the Pre-Funded Warrants), warrants, or the Traditional Warrants, to purchase up to 71,600 of the Company’s common shares and an overallotment option of up to 9,480 common shares, or the September 2019 Transaction. This resulted in gross proceeds of $10,480 before deducting underwriting discounts, commissions and other offering expenses. The gross proceeds include the partial exercise of 3,400 common shares of the underwriter's over-allotment option granted in connection with the offering. From September 13 to December 31, 2019, 49,803 common shares were issued pursuant to the cashless exercise of 1,778,700 Traditional Warrants. The Traditional Warrants expired on December 31, 2019.

The Traditional Warrants entitled their holders to purchase either 0.040 common shares upon a cash exercise or 0.028 common shares upon a cashless exercise. Each Traditional Warrants had an exercise price of $204.75 per share and was exercisable from the date of issuance up to December 31, 2019. The Traditional Warrants could have been exercised on a cashless basis beginning on the earlier of (i) 30 days from the closing date and (ii) the trading day on which the aggregate trading volume of the Company’s common shares since the date of filing of the registration statement registering the common shares underlining the Traditional Warrants was equal to more than 189,600 common shares (the “Cashless Date”) if the VWAP of the common shares on any trading day on or after the Cashless Date failed to exceed the exercise price.

The Company accounted for the Traditional Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

On initial recognition the fair value of the Traditional Warrants was $1,139 and was determined using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s Traditional Warrants was the volatility used in the valuation model, which was approximated by using three-month daily historical observations of the Company’s share price. The annualized three-month daily historical volatility applied in the warrant valuation was 181%. A 5% increase in the volatility applied would have led to an increase of 10% in the fair value of the Traditional Warrants.

Issuance of common stock and warrants as part of the November 2019 Registered Direct Offering: On November 6, 2019, the Company entered into a placement agent agreement with Maxim Group LLC relating to the sale of the Company’s securities, or the Placement Agent Agreement. Pursuant to the Placement Agent Agreement, the Company entered into a Securities Purchase Agreement, with certain institutional investors in connection with a registered direct offering of an aggregate of 168,000 of the Company’s common shares at a public offering price of $50.00 per share, registered on the Company’s Registration Statement on Form F-3 (333-215577), or the Registered Offering. Concurrently with the Registered Offering and pursuant to the Purchase Agreement, the Company also commenced a private placement whereby the Company issued and sold class A warrants (or the “Class A Warrants”) to purchase up to 168,000 of the Company’s common shares and class B warrants (or the “Class B Warrants”) to purchase up to 168,000 of the Company’s common shares. The November 2019 Registered Direct Offering resulted in gross proceeds of $8,400 before deducting underwriting discounts, commissions and other offering expenses. The Class A Warrants and Class B Warrants were registered via a registration statement in form F1 that became effective on January 21, 2020.

During the year ended December 31, 2020, all outstanding Class A warrants (4,200,000 warrants) were exercised on a cashless basis into 67,200 of the Company’s common shares and no Class B Warrants were exercised. As of December 31, 2020 there are 4,200,000 Class B Warrants exercisable into 168,000 of the Company’s common shares with an exercise price of $1.00, that corresponds to the Class A Warrants floor price.

The Class A Warrants entitled their holders to purchase either 0.040 common shares upon a cash exercise or 0.016 common shares upon a cashless exercise. Each Class A Warrant had an exercise price of $50.00 per share and was exercisable from the date of issuance up to July 7, 2020. The Class A Warrants could be exercised on a cashless basis beginning on the earlier of (i) 30 days from the closing date and (ii) the trading day on which the aggregate trading volume of the Company’s common shares was equal to more than three times the number of common shares offered pursuant to the Purchase Agreement (the “Cashless Date”) if the VWAP of the common shares on any Trading Day on or after the Cashless Date failed to exceed $80.00 on such date.

The Company accounted for the Class A Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded that the 2018 Warrants, Traditional Warrants and Class A, warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

F- 34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

On initial recognition the fair value of the Class A Warrants was $1,343 and was determined using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s Traditional Warrants was the volatility used in the valuation model, which was approximated by using eight-month daily historical observations of the Company’s share price. The annualized eight -month daily historical volatility that had been applied in the warrant valuation was 127%. A 5% increase in the volatility applied would have led to an increase of 7.35% in the fair value of the Class A Warrants.

The Class B Warrants entitle their holders to purchase 0.040 common shares upon a cash exercise. Each Class B Warrant is exercisable from the date of issuance up to May 7, 2021.

The Class B Warrants have a number of round down protection measures embedded in the warrant agreement. These measures provide for a downward adjustment of the exercise price of each warrant in the following cases:

● Issuance of common shares: if the Company issues, sells or is deemed to have issued or sold any common shares for a consideration per share less than the exercise price of the Class B Warrants then the latter shall be reduced to match the reduced consideration per share.

● Issuance of options or convertible securities: if the Company issues or sells any options at a strike price that is lower than the exercise price of the Class B Warrants then the latter will be reduced to match the strike price of the options. If the Company issues convertible securities that end up converting at a price per share that is lower than the exercise price of the Class B Warrants then the latter will be reduced to match that conversion price per share.

● Change in option price or rate of conversion: if the purchase or exercise price provided for in any of the Company’s options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any of the Company’s convertible securities, or the rate at which any convertible securities of the Company are convertible into or exercisable or exchangeable for common shares increases or decreases at any time, then the Class B Warrants’ exercise price will be adjusted to such price, provided that it is lower than the existing at the time Class B Warrants’ exercise price.

● Other events: if the Company takes any action that results in the dilution of the warrant holder not covered by the abovementioned round down protection measures (including, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company shall determine and implement an appropriate adjustment in the exercise price so as to protect the rights of the warrant holder.

In connection with the abovementioned round down protection, the change in the conversion price of the Series E shares constituted a “Change in Option Price or Rate of Conversion” (as defined in the Class B Warrant agreement) and that, pursuant to Section 3(f)(iii) of the Class B Warrant agreement, entitles each holder to in any exercise of Class B Warrants, designate the Exercise Price (as defined in the Class B Warrant agreement) as the conversion price at which the Series E Shares are convertible, namely the lesser of: (i) $500.00, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Shares onwards, but in no event will the Exercise Price be less than $1.00 (floor price of the Class B Warrants). During the year ended December 31, 2020 no Class B Warrants were exercised.

As of December 31, 2020 the Class B Warrants entitled their holders to purchase 168,000 common shares (the “warrant shares”) for an exercise price of $1.00 per warrant share (floor price).

Accounting Treatment of the Class B Warrants

As of the issuance date the fair value of the 4,200,000 Class B Warrants amounted to $0.2373 per warrant, using the Cox, Ross and Rubinstein Binomial methodology.

The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s Class B Warrants was the volatility used in the valuation model. The annualized eighteen-month daily historical volatility that has been applied in the warrant valuation at inception was 134%. A 5% increase in the volatility applied would have led to an increase of 14% in the fair value of the Class B Warrants.

F- 35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The warrants issued in connection with the Company's follow-on offering provide for physical settlement requiring the Company to deliver shares to the holder of the warrants in exchange for cash. However, the warrants provide for a series of round down protection features that in accordance with ASU No. 2017-11 led to their classification as a liability since the settlement amount of the warrants may not equal the difference between the fair value of a fixed number of the Company shares and a fixed strike price. As a result, the fair value of the warrants is classified as a derivative liability and subsequent changes in fair value are recognized in the consolidated statements of comprehensive loss (see Note 14).

Equity distribution agreements: On May 25, 2018, February 12, 2020 and March 11, 2020, the Company, entered into three equity distribution agreements, or as they are commonly known, at-the-market offerings (“ATM”s), with Maxim Group LLC ("Maxim"). Under the first ATM the Company could sell up to $14,250 of its common stock and under each of the second and third ATMs the Company could sell up to $5,000 of its common stock with Maxim acting as a sales agent. Since Maxim was acting solely as a sales agent, it had no right to require any common stock sales. No warrants, derivatives, or other share classes were associated with these ATMs. On July 24, 2018 the Company terminated the first ATM and as of that date the Company had received proceeds (net of 2% fees), amounting to $2,781 and issued 4,981 common shares. The Company completed all sales under the second and third ATMs during February and March 2020 out of which the Company received proceeds (net of 2% fees), amounting to $9,800 and issued 2,693,191 common shares.

Registered Direct Offerings: On March 30, April 15, April 27, April 28, May 14, May 19, June 7, June 10, June 14, June 23 and July 6 2020, the Company closed registered direct offerings for the sale of an aggregate of 36,723,765 of its common shares for proceeds of $112,146 (net of placement agent fees ranging from 6.25% to 6.50%) with unaffiliated investors. Maxim acted as a placement agent in all of these registered direct offerings. No warrants, derivatives, or other share classes were associated with these Registered Direct Offerings.

Dividends to common stock holders: No dividends were paid to common stock holders in the years ended December 31, 2018, 2019 and 2020.

10. Loss Per Common Share:

All shares issued are included in the Company's common stock and have equal rights to vote and participate in dividends and in undistributed earnings.

The components of the calculation of basic and diluted earnings per share for the years ended December 2018, 2019 and 2020 are as follows:

	Year Ended December 31,
	2018			2019			2020
Income:
Net loss attributable to common shareholders		(11,134	)		(30,989	)		(28,780	)
Earnings per share:
Weighted average common shares outstanding, basic and diluted		36,362			117,104			23,517,479
Loss per share, basic and diluted		(306.20	)		(264.63	)		(1.22	)

For the years ended December 31, 2018, 2019 and 2020 no dilutive shares were included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

11. Voyage and Vessel Operating Expenses:

The amounts in the accompanying consolidated statements of comprehensive loss are as follows:

Voyage Expenses	Year Ended December 31,
	2018		2019		2020
Port charges / other voyage expenses		1		678		1
Bunkers		18		830		659
Commissions (including $511, $829 and $761 respectively, to related party)		1,001		1,530		1,334
Total		1,020		3,038		1,994

F- 36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Vessel Operating Expenses	Year Ended December 31,
	2018		2019		2020
Crew wages and related costs		10,185		15,771		14,532
Insurance		761		1,180		1,194
Repairs and maintenance (including $187, $247 and $60 respectively, to related party)		1,120		1,528		1,259
Spares and consumable stores		2,645		4,148		3,861
Registration and tonnage taxes (Note 13)		115		159		178
Total		14,826		22,786		21,024

12. Interest and Finance Costs:

The amounts in the accompanying consolidated statements of comprehensive loss are analyzed as follows:

Interest and Finance Costs	Year Ended December 31,
	2018			2019			2020
Interest on debt (including $874, $928 and $0, respectively, to related party)		7,373			16,586			16,033
Bank charges and loan commitment fees (including $179, $20 and $0, respectively, to related party)		262			282			233
Amortization and write-off of financing fees		1,305			1,812			6,311
Amortization of debt discount		2,504			324			-
Total		11,444			19,004			22,577
Less interest capitalized		(1,782	)		(927	)		(1,621	)
Total		9,662			18,077			20,956

13. Income Taxes:

Marshall Islands, Cyprus and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands, Cyprus and Liberia, the countries of the companies' incorporation and vessels' registration, the companies are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss.

The Company and its subsidiaries were not subject to United States federal income taxation in respect of income that is derived from the international operation of ships and the performance of services directly related as they qualified for the exemption of Section 883 of the Internal Revenue Code of 1986, as amended.

14. Financial Instruments:

The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, prepaid expenses and other receivables. The principal financial liabilities of the Company consist of long term loans, accounts payable due to suppliers, amounts due to related parties, accrued liabilities and warrants granted to third parties.

a) Interest rate risk: The Company as of December 31, 2020 is not subject to market risks relating to changes in interest rates, since all of the Company’s financing facilities were not subject to floating interest rates.

b) Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash investments.

c) Fair value: 

F- 37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of its liquid assets.

The fair value of interest rate swaps was determined using a discounted cash flow method taking into account current and future interest rates and the creditworthiness of both the financial instrument counterparty the Company and, hence, they are considered Level 2 items in accordance with the fair value hierarchy. The Company paid a fixed rate and received a floating rate for these interest rate swaps. The fair values of these derivatives were derived principally from, or corroborated by, observable market data inputs included quoted prices for similar assets, liabilities (risk adjusted) and market-corroborated inputs, such as market comparables, interest rates, yield curves and other items that allowed values to be determined.

The fair value of warrants is determined using the Cox, Ross and Rubinstein Binomial methodology and hence are considered Level 3 items in accordance with the fair value hierarchy.

The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

Interest rate swap agreements

The Company had entered into interest rate swap transactions to manage interest costs and the risk associated with changing interest rates with respect to its variable interest rate credit facilities. These interest rate swaps were pay-fixed, receive-variable interest rate swaps based on the USD LIBOR swap rate. The Company had entered into the following agreements with ABN Amro Bank and Alpha Bank relating to interest rate swaps, the details of which were as follows:

				Notional Amount
Agreement date	Counterparty	Effective (start) date:	Original Termination Date:	As of December 31, 2019	Fixed rate
June 3, 2016	ABN Amro Bank	April 13, 2018	Ju1y 13, 2021	$14,113	1.4425%
December 19, 2016	ABN Amro Bank	December 21, 2016	January 13, 2022	$14,888	2.0800%
March 29, 2018	Alpha Bank	March 29, 2018	February 25, 2025	$19,100	2.9700%

On January 17, 2019, as part of the prepayment of ABN Facility Tranche C, the Company unwound the interest rate swap with ABN Amro bank dated December 19, 2016 and realized a gain of $213. Furthermore, on July 15, 2019, as part of the prepayment of the NORD/LB facility, the Company unwound the interest rate swap with NORD/LB bank dated May 17, 2017 and realized a loss of $205. On January 16 and January 21, 2020, as part of the prepayment of the ABN Facility, the Company unwound its two remaining interest rate swaps with ABN Amro bank and realized a loss of $405. On February 21, 2020, as part of the prepayment of the Alpha Bank Facility, the Company unwound its interest rate swap with Alpha bank and realized a loss of $927. In both cases the resulting losses include losses resulting from the discontinuation of hedge accounting applied that have now been transferred from Other comprehensive income to Gain / (Loss) on Derivative financial instruments in the accompanying consolidated statements of comprehensive loss.

2014 Warrant liability

On July 31, 2019 the 2014 Warrants expired.

F- 38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Class B Warrant liability

The Company's Class B Warrant derivatives outstanding as of December 31, 2019 and 2020, are recorded at their fair values. As of December 31, 2020 the Company’s Class B Warrant derivatives consisted of 168,000 warrant shares outstanding, issued in connection with the Company’s November 2019 Registered Direct Offering that closed on November 7, 2019, as depicted in the following table:

Class B Warrants Outstanding December 31, 2019	Class B Warrant Shares Outstanding December 31, 2019	Original Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2019
4,200,000	168,000	18 months	$25.00	609

Class B Warrants Outstanding December 31, 2020	Class B Warrant Shares Outstanding December 31, 2020	Original Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2020
4,200,000	168,000	18 months	$1.00	66

* Applying the Floor Price

Recurring fair value measurements

The following table presents the fair value of those financial assets and liabilities measured at fair value on a recurring basis and their locations on the accompanying consolidated balance sheets, analyzed by fair value measurement hierarchy level:

			Fair Value Measurement at Reporting Date
As of December 31, 2019	Total		Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Current asset (Interest Rate Swaps)		82		-		82		-
Current liability (Interest Rate Swaps)		113		-		113		-
Non-current liability (Interest Rate Swaps)		985		-		985		-
Non-current liability (Class B Warrants)		609		-		-		609
As of December 31, 2020
Current liability (Class B Warrants)		66		-		-		66

As of December 31, 2019, the interest rate swaps relating to the ABN Facility (with effective dates April 13, 2018 and December 21, 2016) were classified in current assets and current liabilities respectively, due to the fact that the mortgaged vessels of the ABN Facility were classified as held for sale and the facility itself was classified in current liabilities. As of December 31, 2020, the Class B Warrants have been classified in current liabilities, due to the fact that they mature on May 7, 2021.

Non-recurring fair value measurements

			Fair Value Measurement at Reporting Date
	Total		Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
As of December 31, 2019
Assets held for sale		43,271		-		43,271		-
Investments in unconsolidated joint ventures		19,306		-		19,306		-

F- 39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

During the year ended December 31, 2019, in accordance with the provisions of relevant guidance, Assets held for sale with a carrying amount of $55,581 were written down to their fair value of $43,271, resulting in an impairment charge of $12,310, which is included in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2019. Additionally, Investments in unconsolidated joint ventures with a carrying amount of $22,450 were written down to their fair value of $19,306, resulting in an impairment charge of $3,144, which is included in the accompanying consolidated statements of comprehensive loss (see Note 17) for the year ended December 31, 2019. The fair value of the impaired vessels and investments in unconsolidated joint ventures was determined based on a market approach, which was determined using the purchase consideration in the sale agreements with the respective buyers for both the Company’s vessels in question and the vessels of the joint venture companies. As a result, the Company has classified these long-lived assets held for sale as Level 2.

The following table sets forth a summary of changes in fair value of the Company’s level 3 fair value measurements for the years ended December 31, 2019 and 2020:

Closing balance – December 31, 2018	1,915
Change in fair value of 2014 Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(1,915	)
Initial measurement of Class B Warrants at inception	997
Change in fair value of Class B Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(388	)
Closing balance – December 31, 2019	609
Change in fair value of Class B Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(543	)
Closing balance – December 31, 2020	66

Derivative Financial Instruments not designated as hedging instruments – Class B Warrants:

The major unobservable input in connection with the valuation of the Company’s Class B Warrants is the volatility used in the valuation model, which is approximated by using four-month daily historical observations of the Company’s share price. The annualized four-month daily historical volatility that has been applied in the warrant valuation as of December 31, 2020 was 109%. A 5% increase in the volatility applied would lead to an increase of 1% in the fair value of the Class B Warrants. The fair value of the Company’s Class B Warrants is considered by the Company to be classified as Level 3 in the fair value hierarchy since it is derived by unobservable inputs.

	Quantitative information about Level 3 Fair Value Measurements
Derivative type	Fair Value at December 31, 2019	Fair Value at December 31, 2020	Balance Sheet Location	Valuation Technique	Significant Unobservable Input	Input Value December 31, 2020
Class B Warrants	609	66	Non-Current / Current liabilities –Derivative financial instruments	Cox, Ross and Rubinstein Binomial	Volatility	109%

Location and amounts of derivative financial instruments fair values:

Information on the location and amounts of derivative financial instruments fair values in the balance sheet and derivative financial instrument losses in the statement of comprehensive loss are presented below:

	Amount of gain/(loss) recognized in Statement of comprehensive loss located in Gain / (Loss) on derivate financial instruments
	2018		2019			2020
Interest rate swaps- change in fair value		404		(841	)		(1,332	)
Interest rate swaps– realized gain/(loss)		-		139			(25	)
2014 Warrants- change in fair value		1,417		1,915			-
Class B Warrants- change in fair value		-		388			543
Total		1,821		1,601			(814	)

F- 40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Derivative Financial Instruments designated as hedging instruments:

The components of accumulated other comprehensive loss included in the accompanying consolidated balance sheets consist of unrealized losses on cash flow hedges and are analyzed as follows:

	Unrealized (Loss) on cash flow hedges
Balance, December 31, 2018		-
Effective portion of changes in fair value of interest swap contracts		(1,361	)
Balance, December 31, 2019		(1,361	)
Termination of interest rate swap contracts		1,361
Balance, December 31, 2020		-

15. Other operating loss

On January 15, January 21, March 9 and October 20, 2020 the Company terminated the time charters of M/T Eco Fleet, M/T Stenaweco Elegance, M/T Eco Palm Desert and M/T Eco California and incurred time charter termination fees amounting to $500, $1,850, $1,700 and $750 respectively.

16. Mezzanine Equity

On March 29, 2019, the Company entered into a Stock Purchase Agreement with Family Trading for the sale of 27,129 newly issued perpetual convertible preferred shares (the “Series E Shares”) at a price of one thousand dollars ($1,000) per share. The proceeds of the sale were used for the full and final settlement of all amounts due under the Further Amended Family Trading Credit Facility. The issuance of the Series E Shares was approved by a committee of the Company’s board of directors, of which all of the directors were independent.

Each holder of Series E Shares, at any time, has the right, subject to certain conditions, to convert all or any portion of the Series E Shares then held by such holder into the Company’s common shares at the conversion rate then in effect. Each Series E Share is convertible into the number of the Company’s common shares equal to the quotient of one thousand dollars ($1,000) plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series E Conversion Price”): (i) $500.00, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Shares onwards, but in no event will the Series E Conversion Price be less than the floor price (currently at $0.60). The floor price is adjusted (decreased) in case of splits or subdivisions of the Company’s outstanding shares and is not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares. The holders of each Series E Share are entitled to the voting power of one thousand (1,000) common shares of the Company. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Shares shall be entitled to receive the net assets of the Company pari-passu with the common shareholders. Furthermore the Company at its option shall have the right to redeem a portion or all of the outstanding Series E Shares. The Company shall pay an amount equal to one thousand dollars ($1,000) per each Series E Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends on such Series E Shares (collectively referred to as the "Redemption Amount").

The Series E Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstance. Finally, the holders of outstanding Series E Shares shall be entitled to receive, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a "Semi Annual Dividend Payment Date"), commencing on the first Semi Annual Dividend Payment Date, being June 30, 2019 in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Shares computed on the basis of a 365-day year and the actual days elapsed. Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends will not be payable in cash, if such payment violates any provision of any senior secured facility that the Company has entered or (as the case may be) will enter into, or any senior secured facility for which the Company has provided or (as the case may be) will provide a guarantee, for as long as such provisions, if any, remain in effect.

F- 41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The Company determined that the Series E shares were more akin to equity than debt and that the above identified conversion feature, subject to adjustments, was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the conversion feature as a derivative liability was not required. Given that the Series D and Series E preferred stock's holders (Lax Trust) control a majority of the votes, the preferred equity is in essence redeemable at the option of the holder and hence has been classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”.

On June 30, 2019, the Company issued 1,029 Series E Shares for the payment of dividends accumulated since the original issuance of the Series E Shares through June 30, 2019 and on December 31, 2019, the Company declared a dividend of $1,621 for the period July 1, 2019 through December 31, 2019, which as of December 31, 2019 remained unpaid and was included in Due to related parties in the accompanying consolidated Balance sheets. During the year ended December 31, 2019 from July 25 to December 2, 2019 the company redeemed 12,434 Series E Shares and paid a total of $14,302 to Family Trading, $1,868 of which refers to the 15% redemption premium embedded in each redemption that the Company classified as deemed dividend. On February 17, 2020 the Company issued 16,004 Series E Shares to Family Trading, as settlement of $14,350 of consideration then outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from Mr. Evangelos J. Pistiolis, $1,621 of Series E Share dividends of the second half of 2019 and $32 of accrued interest on unpaid dividends from 2019.

At the initial issuance of Series E Shares, the Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of the Company's common stock per share on the commitment date, to additional paid-in capital, resulting in a discount of $9,339 on the Series E convertible preferred stock. The Company amortized this beneficial conversion in full in the period ended December 31, 2019 as the beneficial conversion was immediately exercisable and has been recognized as a deemed dividend. As the Company is in an accumulated deficit position, the offsetting amount was amortized as a deemed dividend recorded against additional paid-in-capital. During the year ended December 31, 2020, pursuant to issuances of Series E Shares, the Company recognized the beneficial conversion feature to additional paid-in capital, resulting in a discount of $1,067 on the Series E Shares which has been recognized as a deemed dividend.

During the year ended December 31, 2020, but before March 29, 2020, the Company redeemed 21,364 Series E Shares and paid a total of $24,569 to Family Trading, $3,204 of which refers to the 15% redemption premium.

As of December 31, 2020, upon conversion at the Series E Shares Conversion Price ($0.94) of 11,264 Series E Shares outstanding, Family Trading. would receive 12,901,674 common shares. However the Company on August 20, 2020 entered into a standstill agreement with Family Trading. for twelve months, pursuant to which Family Trading agreed not to convert any Series E Shares into the Company’s common shares, other than in connection with a change of control of the Company and hence the abovementioned conversion of Series E Shares into common shares should only be taken into account in that context.

After March 29, 2020 as per the original Series E Shares Statement of Designations all redemptions of Series E Shares will incur a redemption premium equal to twenty percent (20%) of the Liquidation Amount being redeemed instead of fifteen percent (15%). As of December 31, 2019 and 2020, the Company adjusted the carrying value of the Series E Shares to the maximum redemption amount, resulting in an increase of $4,227 and $2,253 respectively, which have been accounted as deemed dividend.

During the year ended December 31, 2020 the Company declared $1,796 of dividends to the Series E Shares holder, out of which $900 were paid via the issuance of 900 Series E Shares and $864 remain payable and are included in Due to related parties in the accompanying consolidated Balance sheets.

17. Investments in unconsolidated joint ventures

2017 Joint Venture

During the year ended December 31, 2019 the Company recorded its proportionate share of City of Athens and Eco Nine’s other comprehensive losses of $391 as a decrease to the Company’s Investments in unconsolidated joint ventures, with a corresponding increase in other comprehensive loss, in accordance with ASC 323-10-35-18. In December 2019, the Company wrote down its Investments in the 2017 Joint Venture to their fair value less costs to sell, resulting in an impairment charge of $3,144, pursuant to the Joint Ventures' plan to sell the vessels. Their fair value was based on a market approach, which was determined using the purchase consideration in the sale agreements with buyers for the vessels of the joint venture companies.

F- 42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The Joint Venture’s vessels, the M/T Holmby Hills and the M/T Palm Springs were sold on March 26 and April 17, 2020 respectively. During the year ended December 31, 2020, the Company recognized a loss on the sale of its Investments in unconsolidated joint ventures amounting to $64, which is included in Equity gains in unconsolidated joint ventures (attributed to the 2017 Joint Venture) in the Company's consolidated statements of comprehensive loss. Net proceeds from the sale of the 2017 Joint Venture amounted to $19,555. The two companies that owned the vessels (City of Athens Pte. Ltd. and Eco Nine Pte. Ltd.) are in the final stages of dissolving.

New 2020 Joint Venture

On April 24, 2020 the Company acquired from a company affiliated with Mr. Evangelos J. Pistiolis, or the MR Seller, a 50% interest in two vessel owning companies (California 19 Inc. and California 20 Inc.) that owned two scrubber-fitted 50,000 dwt eco MR product tankers, M/T Eco Yosemite Park and M/T Eco Joshua Park respectively for $27,000, representing the Company’s share of interest in the fair value of the net assets acquired. Both vessels were delivered in March 2020 to the MR Seller from Hyundai Mipo shipyard of South Korea. The MR Seller had already entered into two joint venture agreements, for the two vessels, each with an equal ownership interest of 50%, with Just-C Limited, a wholly owned subsidiary of Gunvor Group Ltd (the other 50% owner). The abovementioned acquisition was approved by a special committee of the Company's board of directors (the “JV Special Committee”), of which all of the directors were independent and for which the JV Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor. Sale and purchase commissions due to CSI related to these investments amounting to $454 were accounted for as part of the investment.

Out of the purchase price of $27,000, $1,646 and $1,654 were recognized as excess of the purchase price over the underlying net book value (“Basis Differences”) for California 19 Inc. and California 20 Inc. respectively, attributed to the value assigned to the attached time charter. These Basis Differences are amortized over the duration of the firm period of the charter (5 years) and their amortization is included as a reduction in Gains in unconsolidated joint ventures. Furthermore $1,963 and $1,963 were also recognized as Basis Differences for California 19 Inc. and California 20 Inc. respectively, attributed to the fair market value over the carrying value of the vessels. These Basis Differences are amortized over the useful life of the vessels (25 years) and their amortization is also included as a reduction in Gains in unconsolidated joint ventures.

On March 12, 2020, California 19 Inc. together with California 20 Inc. entered into a loan agreement with Alpha Bank for a senior debt facility of $37,660 ($18,830 for each vessel). The loan has a term of five years and is payable on maturity via a balloon payment of $18,830 per vessel. The credit facility bears interest at LIBOR plus a margin of 3.00%. The facility carries customary covenants and restrictions, including the covenant that during the life of the facility, the market value of the vessels should be at least 200% of the facility outstanding and any shortfall should be covered by partial prepayments. Vessels are to be valued three times per year, every March, July and December. Provided that there is no breach of the above-mentioned covenant and no event of default has occurred and is continuing or would occur if such dividend distribution would take place, California 19 Inc. and California 20 Inc. may distribute dividends, without any consent from Alpha Bank. The loans are guaranteed by the Company in their entirety and this guarantee is not limited to the Company’s share of the net assets of California 19 Inc. and California 20 Inc (see Note 8).

Each of the two product tankers are on time charters that commenced in March 2020 with Clearlake Shipping Pte Ltd, a subsidiary of Gunvor Group Ltd for a firm term of five years plus two additional optional years.

The Company's exposure is limited to its share of the net assets of California 19 Inc. and California 20 Inc., proportionate to its 50% equity interest in these companies. Generally, the Company will share the profits and losses, cash flows and other matters relating to its investments in California 19 Inc. and California 20 Inc. in accordance with its ownership percentage. The vessels are managed by CSI, pursuant to management agreements. The Company accounts for investments in joint ventures using the equity method since it has joint control over the investment.

A condensed summary of the financial information for equity accounted investments 50% owned by the Company shown on a 100% basis are as follows:

F- 43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

	December 31, 2020
	California 19 Inc.		California 20 Inc.
Current assets		2,782		2,824
Non-current assets		37,952		37,980
Current liabilities		632		626
Long-term liabilities		18,637		18,632
Net operating revenues		4,955		4,766
Net profit		1,120		1,142

During the year ended December 31, 2020, California 19 Inc. and California 20 Inc. didn’t declare nor pay any dividends.

Recognition of Gains in unconsolidated joint ventures for the 2020 Joint Venture for the year ended December 31, 2020, is summarized below:

	December 31, 2020
	California 19 Inc.			California 20 Inc.
Net profit attributable to the Company		652			670
Amortization of Basis Differences		(272	)		(273	)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)		380			397

18. Revenues

Revenues are comprised of the following:

	2018		2019		2020
Time charter revenues		39,442		61,695		60,222
Time charter revenues from related parties		1,606		1,311		-
Voyage charter revenue		-		3,082		-
Total		41,048		66,088		60,222

The Company typically enters into time charters for periods ranging between three to five years and includes a charterer’s option to renew for a further two one-year periods at predetermined daily rates. Due to the volatility of the charter rates, the Company only accounts for the options when the Charterer gives notice that the option will be exercised. In addition, the time charter agreements may contain variable consideration in terms of profit share. The profit share is paid on a quarterly basis and consists of 50% of the difference (if that is positive) between the average Timecharter equivalent rates for MR2 Product Tankers of a number of publicly listed shipping companies to the agreed base fixed rate of the respective time charter. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non-hazardous cargo. In a time charter contract, the Company is responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire in advance of the upcoming contract period.

Included in Voyage charter revenue for the year ended December 31, 2019 is demurrage earned by the Company of $687. As of December 31, 2020, all of the Company’s vessels are employed under time charters.          

19. Loss on sale of vessels:

During 2020 the Company sold the following vessels to unaffiliated third parties and collected the following gross proceeds:

F- 44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

Vessel	Date Sold	Selling Price (Gross)
M/T Stenaweco Energy	29/10/2020	$25,150
M/T Stenaweco Evolution	03/11/2020	$26,150
M/T Ecofleet	21/01/2020	$21,000
M/T Eco Revolution	14/01/2020	$23,000
M/T SW Excellence	14/10/2020	$27,008
M/T Stenaweco Elegance	21/02/2020	$33,500
M/T Eco Palm Desert	19/03/2020	$34,800
M/T Eco California	09/11/2020	$30,600
M/T Eco Bel Air	10/12/2020	$50,830
M/T Eco Beverly Hills	01/12/2020	$50,830
Total		$322,868

The net proceeds from the abovementioned sales amounted to $310,016, after deducting $10,852 of expenses and $2,000 of maintenance deposits (please see below). Out of the abovementioned vessels, the M/T Eco Revolution and M/T Eco Fleet were presented under Assets held for sale in the Company’s December 31, 2019 Balance sheet and were written down to their fair value less costs to sell. As a result of the abovementioned sales the Company recognized a loss from the disposal of vessels amounting to $12,355, which is separately presented in the Company's accompanying consolidated statements of comprehensive loss. For each of the vessels M/T Eco Bel Air and M/T Eco Beverly Hills that were sold and leased back (see Note 6) the buyer withheld $1,000 as a maintenance deposit, accounted for as a deposit asset, to be released at the end of the lease term, in accordance with ASC 840-10-25-39B. The Company evaluated these maintenance deposits and has not assigned any probability of them not being returned.

Following the sale of the above product tankers, the Company has been left with only one non-scrubber fitted vessel in its fleet (M/T Nord Valliant), thereby demonstrating its commitment towards scrubber fitted-vessels. Regarding the transaction of the M/T’s Eco Bel Air and Beverly Hills, the Company released equity while at the same time maintained its presence in the crude oil market, via the five-year Navigare Lease.

20. Subsequent Events

On January 6, 2021 the Company sold to a related party affiliated with Mr. Evangelos J. Pistiolis (the “Buyer”) three shipowning companies that own M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) in exchange for:

● $10,000 in cash.

● 100% ownership in a Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted Suezmax Tanker currently under construction at Hyundai Samho shipyard with expected delivery in February 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with Central Tankers Chartering, for a firm duration of five years at a gross daily rate of $32,450, with a charterer’s option to extend for two additional years at $33,950 and $35,450.

● 35% ownership in one Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker currently under construction at Hyundai Heavy Industries shipyard with expected delivery in January 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a major oil trader, for a firm duration of three years at a gross daily rate of $36,000, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

● 35% ownership in one Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker currently under construction at Hyundai Heavy Industries shipyard with expected delivery in February 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a major oil trader, for a firm duration of three years at a gross daily rate of $35,750, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

● A forgiveness of $1,150 in payables to the Buyer.

F- 45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019 AND 2020

AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

 

The Buyer will remain the guarantor on the shipbuilding contracts towards the shipyard and in addition, the Buyer will provide the Company with an option for a credit line up to 10% of the total shipbuilding cost at market terms, amounting to $23,815. The transaction was approved by a special committee composed of independent members of the Company's board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to this transaction from an independent financial advisor.

On March 17, 2021, the Company signed a commitment letter with Alpha Bank for a senior debt facility of up to $38,000 to fund, in part, the delivery of M/T Eco Malibu (Hull No 866) due for delivery in May of 2021. The credit facility remains subject to the agreement and the execution of customary legal documentation. The loan will be payable in 12 consecutive quarterly installments of $750 and 12 consecutive quarterly installments of $625, commencing three months from draw down, and a balloon payment of $21,500 payable together with the last installment. The credit facility will bear interest at LIBOR plus a fixed margin and a commitment fee will be payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter.

On March 18, 2021, the Company entered into a credit facility with ABN Amro for $36,800 for the financing of the vessel M/T Eco West Coast (Hull No 866). This facility was drawn down in full. The credit facility is repayable in 24 consecutive quarterly installments of $615 commencing in June 2021, plus a balloon installment of $22,040 payable together with the last installment.

The facility contains various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% (iii) minimum free liquidity of $500 per delivered vessel owned/operated by the Company and (iv) market adjusted total assets of the Company minus total liabilities to be at least $60,000. Additionally, the facility contains restrictions on the shipowning company incurring further indebtedness or guarantees. It also restricts the shipowning company from paying dividends if such a payment will result in an event of default or in a breach of covenants under the loan agreement.

The facility is secured as follows:

•         First priority mortgage over M/T Eco West Coast;

•         Assignment of insurance and earnings of the mortgaged vessel;

•         Specific assignment of any time charters with duration of more than 12 months;

•         Corporate guarantee of the Company;

•         Pledge of the shares of the shipowning subsidiary;

•         Pledge over the earnings account of the vessel.

The facility bears interest at LIBOR plus a margin of 2.50%.

On March 26, 2021 the M/T Eco West Coast (Hull No 866) was delivered from Hyundai Heavy Industries shipyard in South Korea and on March 31, 2021 the vessel commenced its' time charter agreement with Clearlake.

F-46

EX-1.11

Exhibit 1.11

  ARTICLES OF AMENDMENT OF TOP SHIPS INC.
Reg. No. 3571

	REPUBLIC OF THE MARSHALL ISLANDS REGISTRAR OF CORPORATIONS DUPLICATE COPY
	The original of this Document was filed in accordance with Section 5 of the Business Corporations Act on
NON RESIDENT
	August 7, 2020
	/s/ Cynthia Ro
	Cynthia Ro Deputy Registrar

ARTICLES OF AMENDMENT TO THE

THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

TOP SHIPS INC.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

I, Alexandros Tsirikos, as the Chief Financial Officer of TOP Ships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands as OCEAN HOLDINGS INC. on January 10, 2000 (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify that:

1. The name of the Corporation is: TOP Ships Inc.

2. The Articles of Incorporation were filed with the Registrar of Corporations on the 10th day of January, 2000 under the name “OCEAN HOLDINGS INC.”

3. Articles of Amendment were filed with the Registrar of Corporations on the 30th day of April, 2004, changing the name of the Corporation to “TRANS OCEAN PETROLEUM TANKERS INC.”

4. Articles of Amendment were filed with the Registrar of Corporations on the 10th day of May, 2004, changing the name of the Corporation to “TOP TANKERS INC.”

5. Articles of Amendment were filed with the Registrar of Corporations on the 27th day of May, 2004.

6. Restated and Amended Articles of Incorporation were filed with the Registrar of Corporations on the 21st day of July, 2004.

7. Articles of Amendment were filed with the Registrar of Corporations on the 22nd day of July, 2005.

8. Articles of Amendment were filed with the Registrar of Corporations on the 17th day of December, 2007 changing the name of the Corporation to “TOP SHIPS INC.”

9. Articles of Amendment were filed with the Registrar of Corporations on the 20th day of March, 2008.

10. The Second Restated and Amended Articles of Incorporation were filed with the Registrar of Corporations on the 17th day of September, 2009.

11. The Third Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 23rd day of June, 2011.

12. Articles of Amendment were filed with the Registrar of Corporations on the 17th day of April, 2014.

13. Articles of Amendment were filed with the Registrar of Corporations on the 16th day of February, 2016.

14. A Certificate of Correction was filed with the Registrar of Corporations on the 14th day of February, 2017.

15. Articles of Amendment were filed with the Registrar of Corporations on the 10th day of May, 2017.

16. Articles of Amendment were filed with the Registrar of Corporations on the 22nd day of June, 2017.

17. Articles of Amendment were filed with the Registrar of Corporations on the 2nd day of August, 2017.

18. Articles of Amendment were filed with the Registrar of Corporations on the 5th day of October, 2017.

19. Articles of Amendment were filed with the Registrar of Corporations on the 23rd day of March, 2018.

20. Articles of Amendment were filed with the Registrar of Corporations on the 21st day of August, 2019.

21. Section D of the Third Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph:

“(d) Reverse Stock Split. Effective with the commencement of business on August 10, 2020, the Corporation shall effect a one-for-twenty-five reverse stock split as to its issued and outstanding shares of common stock, par value $0.01 per share. No fractional shares shall be issued and, in lieu thereof, holders of the Corporation’s common stock, par value $0.01 per share, shall receive a cash payment. As a result of the reverse stock split, the number of issued and outstanding shares of the Corporation’s common stock, par value $0.01 per share, shall decrease from 995,799,322 to 39,831,972 as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of additional fractional shares. The reverse stock split shall not change the number of registered shares of common stock, par value $0.01 per share, the Corporation is authorized to issue or the par value of the common stock. The stated capital of the

Corporation is hereby reduced from $9,957,993.22 to $398,319.72 which may be further adjusted for the cancellation of fractional shares, and the amount of $9,559,673.50 which may be further adjusted for the cancellation of fractional shares, is allocated to surplus.”

20. All of the other provisions of the Third Amended and Restated Articles of Incorporation shall remain unchanged.

21. This amendment to the Third Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the annual meeting of shareholders of the Corporation held on May 29, 2020.

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IN WITNESS WHEREOF, I have executed this Amendment to the Third Amended and Restated Articles of Incorporation on this 7th day of August, 2020.

Name: Alexandros Tsirikos

Title: Chief Financial Officer

EX-2.9

Exhibit 2.9

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of the date of the annual report on Form 20-F of which this exhibit is a part, TOP Ships Inc. (the "Company") had common stock, par value $0.01 per share, and preferred stock purchase rights for each outstanding common share registered under Section 12 of the Securities Exchange Act of 1934, as amended.

The following description sets forth certain material terms and provisions of the Company's common stock. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of the Company's Third Amended and Restated Articles of Incorporation (the "Articles of Incorporation"), as amended, and the Amended and Restated By-laws (the "By-laws"), as amended, each of which is incorporated by reference as an exhibit to the annual report on Form 20-F of which this exhibit is a part. We encourage you to refer to our Articles of Incorporation and By-laws for additional information.

DESCRIPTION OF COMMON SHARES

Under our Articles of Incorporation, our authorized capital stock consists of 1,000,000,000 common shares, par value $0.01 per share. The respective number of ordinary shares issued and outstanding as of the last day of the fiscal year for the annual report on Form 20-F to which this description is attached or incorporated by reference as an exhibit is provided on the cover page of such annual report on Form 20-F. Holders of our common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares that we may issue in the future.

Voting Rights

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Our directors are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Articles of Incorporation and By-laws, as further amended, prohibit cumulative voting in the election of directors.

Our Board of Directors must consist of at least one member and not more than twelve, as fixed from time to time by the vote of not less than 66 2/3% of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of our Board of Directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

Our Articles of Incorporation provide for the division of our Board of Directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.

Dividend Rights

Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board of Directors out of funds legally available for dividends.

Liquidation Rights

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution.

Limitations on Ownership

Our Articles of Incorporation and By-Laws, as further amended, do not impose any limitations on the ownership rights of our shareholders.

Description of Preferred Stock Purchase Rights

On September 14, 2016, our Board of Directors declared a dividend of one preferred share purchase right, or a Right, for each outstanding common share and adopted a shareholder rights plan, as set forth in the Stockholders Rights Agreement dated as of September 22, 2016, or the Rights Agreement, by and between us and Computershare Trust Company, N.A. (now taken over by our new transfer agent, AST), as rights agent.

The Board adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of our outstanding common shares without the approval of our Board of Directors. If a shareholder's beneficial ownership of our common shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold, that shareholder's then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage by 1% or more.

The Rights may have anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our Board of Directors. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us. Because our Board of Directors can approve a redemption of the Rights for a permitted offer, the Rights should not interfere with a merger or other business combination approved by our Board.

For those interested in the specific terms of the Rights Agreement, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which is an exhibit to the Form 8-A filed by us on September 22, 2016 and incorporated herein by reference. The foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibit.

The Rights. The Rights trade with, and are inseparable from, our common shares. The Rights are evidenced only by certificates that represent our common shares. New Rights will accompany any new of our common shares issued after October 5, 2016 until the Distribution Date described below.

Exercise Price. Each Right allows its holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock, or a Series A Preferred Share, for $50.00, or the Exercise Price, once the Rights become exercisable. This portion of a Series A Preferred Share will give the shareholder approximately the same dividend, voting and liquidation rights as would one common share. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights are not exercisable until ten days after the public announcement that a person or group has become an "Acquiring Person" by obtaining beneficial ownership of 15% or more of our outstanding common shares.

Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying common shares or are reportable for purposes of Regulation 13D of the

Exchange Act—are treated as beneficial ownership of the number of our common shares equivalent to the economic exposure created by the derivative position, to the extent our actual common shares are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of our outstanding common shares, the Rights Agreement "grandfathers" their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.

The date when the Rights become exercisable is the "Distribution Date." Until that date, our common share certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of our common shares will constitute a transfer of Rights. After that date, the Rights will separate from our common shares and will be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of our common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Series A Preferred Share Provisions

Each one one-thousandth of a Series A Preferred Share, if issued, will, among other things:

• not be redeemable;

• entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common shares since the immediately preceding quarterly dividend payment date; and

• entitle holders to one vote on all matters submitted to a vote of our shareholders.

The value of one one-thousandth interest in a Series A Preferred Share should approximate the value of one common share.

Consequences of a Person or Group Becoming an Acquiring Person

• Flip In.  If an Acquiring Person obtains beneficial ownership of 15% or more of our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of our common shares (or, in certain circumstances, cash, property or other of our securities) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below.

Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

• Flip Over. If, after an Acquiring Person obtains 15% or more of our common shares, (i) we merge into another entity; (ii) an acquiring entity merges into us; or (iii) we sell or transfer 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of our common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

• Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and

Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Redemption. Our Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If our Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be adjusted if we have a stock dividend or a stock split.

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding common shares, the Board may extinguish the Rights by exchanging one common share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In certain circumstances, we may elect to exchange the Rights for cash or other of our securities having a value approximately equal to one common share.

Expiration. The Rights expire on the earliest of (i) September 22, 2026; or (ii) the redemption or exchange of the Rights as described above.

Anti-Dilution Provisions. The Board may adjust the purchase price of the Series A Preferred Shares, the number of Series A Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series A Preferred Shares or our common shares. No adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Taxes. The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.

Marshall Islands Company Considerations

Our corporate affairs are governed by our Articles of Incorporation and By-laws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as courts in the United States. As a result, you may have more difficulty protecting your interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the General Corporation Law of the State of Delaware relating to shareholders' rights.

Marshall Islands	Delaware
Shareholder Meetings
Held at a time and place as designated in the bylaws.	May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if

	not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.	Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
May be held within or without the Marshall Islands.	May be held within or without Delaware.
Marshall Islands	Delaware
Notice:	Notice:
Whenever shareholders are required to take any action at a meeting, written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. Notice of a special meeting shall also state the purpose for which the meeting is called.	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
A copy of the notice of any meeting shall be given personally, sent by mail or by electronic mail not less than 15 nor more than 60 days before the meeting.	Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Shareholders' Voting Rights
Unless otherwise provided in the articles of incorporation, any action required to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Any person authorized to vote may authorize another person or persons to act for him by proxy.	Any person authorized to vote may authorize another person or persons to act for him by proxy.
Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.	For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.	When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.	The certificate of incorporation may provide for cumulative voting in the election of directors.
Marshall Islands	Delaware
Merger or Consolidation
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a shareholder meeting.	Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation's usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.	Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.	Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.	Any mortgage or pledge of a corporation's property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides.
Directors
The board of directors must consist of at least one member.	The board of directors must consist of at least one member.
The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.	The number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation.

If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.			If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an amendment of the certificate.
Removal:			Removal:
Any or all of the directors may be removed for cause by vote of the shareholders.			Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.			In the case of a classified board, shareholders may effect removal of any or all directors only for cause.
Marshall Islands			Delaware
Dissenters' Rights of Appraisal
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares shall not be available for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation.			Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is offered for consideration is (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders.
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:
	•	Alters or abolishes any preferential right of any outstanding shares having preference; or
	•	Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or

	•	Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
	•	Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
Shareholder's Derivative Actions
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.			In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder's stock thereafter devolved upon such shareholder by operation of law.
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort.			Other requirements regarding derivative suits have been created by judicial decision, including that a shareholder may not bring a derivative suit unless he or she first demands that the corporation sue on its own behalf and that demand is refused (unless it is shown that such demand would have been futile).
Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands.
Reasonable expenses including attorney's fees may be awarded if the action is successful.
Marshall Islands			Delaware
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of outstanding shares or holds voting trust certificates or a beneficial interest in shares representing less than 5% of any class of such shares and the shares, voting trust certificates or beneficial interest of such plaintiff has a fair value of  $50,000 or less.

EX-4.22

Exhibit 4.22

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this "Agreement") is entered into as of May 6, 2020, by and between Zizzy Charter Co., a Marshall Islands corporation (the "Seller"), and Top Ships Inc., a Marshall Islands corporation (the "Buyer"). The Seller and the Buyer are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Seller owns 500, 500 and 500 shares (together the "Shares") of capital stock, no par value, representing 100% of the issued and outstanding shares of capital stock of Trajan Investments Inc., Hadrian Investments Inc. and Julius Caesar Investments Inc. respectively (together the “Companies”);

WHEREAS, the Companies have entered into three Shipbuilding Contracts (included in Schedule 1), dated September 19, 20 and 23 2019, as the same have been amended or supplemented from time to time, with Hyundai Mipo Dockyard Co. Ltd., having its principal place of business at 100 Bangeojinsunhwan-Doro, Dong-Gu, Ulsan, Korea, for the construction and purchase of one 50,000 DWT Class Product / Chemical Tanker per company (the "Shipbuilding Contracts");

WHEREAS, Trajan Investments Inc. owns M/T Eco Van Nuys (hull No 2789), a 50,000 dwt product/chemical tanker currently under construction at in Hyundai Mipo shipyard of South Korea, with IMO Number 9895927, scheduled for delivery in January 2021;

WHEREAS, Hadrian Investments Inc. owns M/T Eco Santa Monica (hull No 2790), a 50,000 dwt product/chemical tanker currently under construction at in Hyundai Mipo shipyard of South Korea, with IMO Number 9895915, scheduled for delivery in February 2021;

WHEREAS, Julius Caesar Investments Inc. owns M/T Eco Venice Beach (hull No 2791), a 50,000 dwt product/chemical tanker currently under construction at in Hyundai Mipo shipyard of South Korea, with IMO Number 9895903, scheduled for delivery in March 2021;

WHEREAS, the Companies have entered into three time charter agreements (included in Schedule 1), dated May 6, 2020, with Central Tankers Chartering Inc., having its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands for a firm duration of five years at a gross daily rate of $16,200, with a charterer’s option to extend for two additional years at $17,200 and $18,200, respectively;

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, all of the issued and outstanding capital stock of the Companies (the “Investment Shares”), on the terms and conditions herein contained.

WHEREAS, the disinterested directors of the board of directors of the Buyer (the “Board”) have unanimously determined that this Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of the Buyer and the shareholders of the Buyer (other than the Seller and its affiliates).

NOW, THEREFORE, in consideration of the respective representations, warranties and agreements contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF THE INVESTMENT SHARES; CLOSING

Section 1.1  Purchase and Sale of the Investment Shares. At the Closing (as defined below), subject to the terms and conditions herein contained, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Investment Shares, together with all rights and interests associated therewith.

Section 1.2  Purchase Price. In consideration of the sale, conveyance, transfer, assignment and delivery of the Investment Shares at Closing, the Buyer shall deliver to the Seller the purchase price of 18 Million U.S. Dollars (US$18,000,000) (the "Purchase Price"), by wire transfer or by delivery of other immediately available funds to the below account:

CREDIT SUISSE AG

1

ZURICH, 8070, CH

ACCOUNT HOLDER: CENTRAL MARE INC.

ACCOUNT NUMBER:  2193917-92

IBAN (USD) : CH91 0486 6219 3917 9200 0

SWIFT CODE: CRESCHZHXXX

Such Purchase Price shall be payable as follows:

- $9,850,000 upon signing of this SPA

- $8,150,000 by May 29th 2020.

Section 1.3  Closing. The consummation of the purchase and sale of the Shares (the “Closing”) shall take place at the Representative Office of Top Ships Inc, 1 Vas. Sofias and Meg. Alexandrou Str 15124 Maroussi, Greece, on the date hereof or on such later date as may be mutually agreed upon by the Parties, but in no event later than May 29, 2020 (the “Closing Date”).

Section 1.4  Deliverables. On the Closing Date, subject to the terms and conditions herein contained, (i) the Seller shall deliver to the Buyer the Investment Shares free and clear of any and all charges, claims, conditions, encumbrances, equitable interests, liens, mortgages, options, pledges, rights of refusal, security interests or restrictions of any kind, including any restrictions on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, in each case of any nature whatsoever (not including any restrictions on the resale of the Investment Shares under the Securities Act of 1933, as amended (the "Securities Act") or under applicable state securities laws) (collectively, "Liens"), in certificated form, registered in the name of the Buyer or its designated nominee (or, if applicable, stock powers duly executed in blank, proper form for transfer), together with any necessary assignment documents in form and substance as reasonably requested by the Buyer; and (ii) the Buyer shall pay the Purchase Price to the Seller.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that the statements in the following sections of this Article II are true and correct as of the date of this Agreement and as of the Closing Date:

Section 2.1  Organization and Good Standing. Each of the Seller and the Companies are duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and have all requisite corporate power and authority to own, lease, operate and hold their respective properties and assets and to conduct their respective business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its respective business. The Seller has heretofore delivered to the Buyer complete and correct copies of the Articles of Incorporation, Bylaws or other charter documents ("Constitutional Documents") of the Companies, in each case, as currently in effect, together with copies of all minutes of meetings and resolutions of shareholders and directors of the Companies (the "Companies Corporate Records"). The Companies Corporate Records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and in compliance with the Companies Constitutional Documents. The Companies are not in default under or in violation of its Constitutional Documents.

Section 2.2  Authority and Enforceability. The Seller has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 2.3  Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Seller nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Constitutional Documents of the Seller or the Companies; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, regional, state, multi-state, municipal or other governmental authority of any nature, including any court, subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any regulatory or taxing authority (any such governmental authority or body, a "Governmental Body"), other than those that have been made or obtained; (iii) cause the Seller or the Companies to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Seller or the Companies or their respective assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any loan or credit

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agreement, note, bond, mortgage, indenture, lease, sublease, license, obligation, commitment, purchase order or other agreement, commitment, instrument, permit, concession, or obligation, written or oral (each, a "Contract") to which the Seller or the Companies or any of their respective assets may be bound, except in such cases where the requisite waivers or consents have been obtained; or (v) result in the creation of any Lien upon any of the properties or assets of the Seller or the Companies under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Seller or the Companies or any of their respective assets may be bound or affected.

Section 2.4  Capitalization. The Companies are authorized to issue five hundred (500) shares each, without par value, of capital stock. The Shares represent all of the issued and outstanding shares of capital stock of the Companies. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally by the Seller. Other than this Agreement, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange or right of first refusal under any outstanding security or other instruments) by the Seller of the Investment Shares, and there is no obligation on the part of the Seller to grant, extend or enter into any of the foregoing. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Investment Shares or any other equity or voting interests in the Companies. No claim has been made or, to the knowledge of the Seller, threatened against the Seller or the Companies asserting that any person other than the Seller or its sole shareholder is the holder or beneficial owner of the Investment Shares or any other equity or voting interests in the Companies.

Section 2.5  Ownership of the Investment Shares. The Seller is the sole legal owner and holder of, and has good, valid and marketable title to, the Investment Shares to be sold pursuant to this Agreement, free and clear of any Liens. At the Closing, the Seller will transfer, assign and deliver good and marketable title to the Investment Shares to the Buyer, free and clear of all Liens.

Section 2.6  No Other Business. Since its formation, the Companies have not incurred any liabilities or obligations or conducted any business other than the items listed on Schedule 1 hereto.

Section 2.7  Contracts. The Companies are not a party to any Contract other than the Shipbuilding Contracts and the Time Charters. The Companies have good and valid title to the Shipbuilding Contracts, free and clear of any Liens. The Companies are not in default under the Shipbuilding Contracts, nor does an event exist which, with the giving of notice or lapse of time or both, would constitute such a default. To the Seller's knowledge, all other parties to the Shipbuilding Contracts are in compliance with the terms thereof. The Shipbuilding Contracts are in full force and effect and are enforceable against the Companies and the other parties thereto in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense. No consent (including the consent of any Governmental Body) or other action is required in order for the Shipbuilding Contracts to remain in full force and effect, and for the Companies to fully exercise their rights thereunder, following the Closing. The Seller has delivered or made available to the Buyer true and complete copies, including all amendments and supplements thereof, of the Shipbuilding Contracts.

Section 2.8  No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Seller or the Companies, or, to the knowledge of the Seller, threatened against the Seller or the Companies, nor are the Seller or the Companies subject to or bound by any outstanding order, judgment, injunction, award or decree of any Governmental Body, relating to the Seller or the Companies or any of their respective properties or assets or which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 2.9  No Unlawful Payments. Neither the Seller nor the Companies, nor any director, shareholder, officer, agent, employee or other person associated with or acting on behalf of the Seller or the Companies, as applicable, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any supplier, customer, licensor, contractor, politician, government employee or other person.

Section 2.10  Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in any document or other writing furnished or to be furnished to the Buyer pursuant to the provisions hereof, when considered with all other such documents or writings, contain or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements made herein or therein not misleading.

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Section 2.11  Adequate Information. The Seller (i) has sufficient knowledge and experience in business, financial and investment matters so as to be able to evaluate the risks and merits of the sale of the Investment Shares and of protecting its own interests in connection with the sale of the Investment Shares; (ii) is a sophisticated person with respect to the sale of the Investment Shares; (iii) has adequate information concerning the business and financial condition, prospects and plans of the Companies to make an informed decision regarding the sale of the Investment Shares; and (iv) has independently and without reliance upon the Buyer, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that the Buyer has not given the Seller any investment advice or opinion on whether the sale of the Investment Shares is prudent or suitable and the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement.

Section 2.12  No General Solicitation. Neither the Seller nor any nominee thereof has offered any Investment Shares by any means of general solicitation or advertising (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by general solicitation or advertising.

Section 2.13  No Brokers or Finders. No broker or finder has been engaged by the Seller in connection with the transactions contemplated in this Agreement, and no commission, finder's fees or other similar compensation or remuneration is payable to any person as a result of the Seller's actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.

Section 2.14  Exemption from Registration. The Investment Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that the statements in the following sections of this Article III are true and correct as of the date of this Agreement and as of the Closing Date:

Section 3.1  Organization, Good Standing. The Buyer is duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands, and has all corporate power and authority to own, lease, operate and hold its properties and assets and to conduct its business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its business.

Section 3.2  Authority and Enforceability. The Buyer has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Buyer and constitutes the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 3.3  Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Buyer's Constitutional Documents; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, other than those that have been made or obtained; (iii) cause the Buyer to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Buyer or its assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any Contract to which the Buyer or any of its assets may be bound, except in such cases where the requisite waivers or consents have been obtained; or (v) result in the creation of any Lien upon any of the properties or assets of the Buyer under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Buyer or any of its assets may be bound or affected.

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Section 3.4  No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Buyer other than publicly disclosed or, to the knowledge of the Buyer, threatened against the Buyer, nor is the Buyer subject to or bound by any outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body, other than publicly disclosed, which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 3.5  No Registration. The Investment Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Buyer shall not offer to sell or otherwise dispose of the Investment Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Investment Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Investment Shares. The Buyer understands that, when issued to the Buyer at the Closing, none of the Investment Shares will be registered pursuant to the Securities Act and that all of the Investment Shares will constitute "restricted securities" under the federal securities laws of the United States. Each certificate for Investment Shares shall bear the following legend:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED."

Section 3.6  Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Companies and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties of the Seller set forth in Article II hereof and the other information provided by the Seller.

Section 3.7  No Brokers or Finders. No broker or finder has been engaged by the Buyer in connection with the transactions contemplated in this Agreement, and no commission, finder's fees or other similar compensation or remuneration is payable to any person as a result of the Buyer's actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.

ARTICLE IV
COVENANTS

Section 4.1  Conduct of Business Pending Closing. The Buyer and the Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall, or shall cause the Companies to, conduct the business and maintain and preserve the assets of the Companies in the ordinary course of business; (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article II and Article III hereof, as applicable to such Party, to continue to be true and correct; and (iii) the Companies shall not incur any debt, or enter into any other Contract, without the Buyer's prior written approval.

Section 4.2  Further Assurances. The Seller shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Buyer such certificates, assignments or other instruments of ownership, transfer, assignment and conveyance, in form and substance reasonably satisfactory to Buyer, as shall be necessary to vest in the Buyer all of the right, title and interest in and to the Investment Shares undertaken to be sold to the Buyer by the Seller pursuant to this Agreement, free and clear of all Liens, debts, dues and duties of whatsoever nature, and any other document reasonably requested by the Buyer in connection with this Agreement.

Section 4.3  Governmental Filings. As promptly as practicable after the execution of this Agreement, each Party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.

Section 4.4  Further Consents. After the Closing Date, the Seller shall obtain any consents or approvals or assist in any filings reasonably required in connection with the transactions contemplated hereby that are requested by Buyer and that have not been previously obtained or made.

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Section 4.5  Public Announcements. Neither Party shall, without the prior approval of the other Party, issue, or permit any of its partners, stockholders, directors, officers, employees, members, managers, agents to issue, any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, except as may be required by law or any Governmental Body to which the relevant Party is accountable.

Section 4.6  Share Certificates of the Seller. The Seller covenants and agrees that, for so long as the Seller holds any shares of capital stock of the Companies in bearer form, the Seller shall retain the share certificate evidencing such ownership in its sole possession.

ARTICLE V
CONDITIONS TO CLOSING

Section 5.1  Conditions to Obligations of Seller. At the Closing, the obligation of the Seller to sell the Investment Shares to the Buyer is subject to the fulfillment at the Closing of the following conditions:

(a)  Payment of Purchase Price. The Purchase Price has been settled in full on or prior to the Closing Date.

(b)  Accuracy of Buyer Representations and Warranties; Compliance. The representations and warranties of the Buyer contained in Article III of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and Buyer shall have performed and complied in all material respects with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(c)  Legal Investment. On the Closing Date, the purchase and sale of the Investment Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(d)  No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Governmental Body or other person or entity pending or threatened in writing that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

Section 5.2  Conditions to Obligations of Buyer. The obligation of the Buyer to purchase the Investment Shares from the Seller is subject to the fulfillment at the Closing of the following conditions:

(a)  Accuracy of Seller Representations and Warranties; Compliance. The representations and warranties of the Seller contained in Article II of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and the Seller shall have performed and complied in all material respects, with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(b)  Legal Investment. On the Closing Date, the purchase and sale of the Investment Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(c)  No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Gove mental Body or other person or entity pending or threatened in writing, other than publicly disclosed, that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

(d)  No Material Adverse Change. Between the date of the execution of this Agreement and the Closing Date, there shall not have been any material adverse change in the condition, financial or otherwise, or the business affairs or assets, of the Companies.

ARTICLE VI
MISCELLANEOUS

Section 6.1  Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)  by the mutual written agreement of the Seller and the Buyer;

(b)  by the Buyer if any of the conditions set forth in Section 5.1 hereof shall have become incapable of fulfillment, by reason other than the Buyer's negligent or willful failure to perform or observe in any material respect any of the

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covenants or agreements set forth herein to be performed or observed by the Buyer, and such conditions shall not have been waived by the Buyer;

(c)  by the Seller if any of the conditions set forth in Section 5.2 hereof shall have become incapable of fulfillment, by reason other than the Seller's negligent or willful failure to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by the Seller, and such conditions shall not have been waived by the Seller; or

(d)  by either Party by written notice thereof to the other Party, if the Closing contemplated hereby shall not have been consummated on or before May 29, 2020.

Section 6.2  No further Liability. Subject to Section 6.4, if this Agreement is terminated in accordance with Section 6.1 hereof, (i) neither Party shall have any further obligation or liability under this Agreement, other than by reason of a breach or default by a Party hereunder; and (ii) any monies, instruments or documents of any Party held in escrow or transferred to the other Party in connection with the transactions contemplated herein with respect to which the Closing shall not have occurred shall be immediately returned to such Party. For the avoidance of doubt, any such termination shall not have any effect whatsoever on any transactions contemplated herein with respect to which the Closing has occurred.

Section 6.3  Indemnification. Each Party shall indemnify, defend and hold harmless the other Party, its managers, directors, officers, members, partners, shareholders, employees, attorneys, accountants, agents and representatives and their successors and assigns from and against all liabilities, losses, damages or expenses (including, without limitation, reasonable attorney's fees and disbursements) based upon or arising out of (i) any inaccuracy or breach of any representation or warranty of such indemnifying Party herein, and (ii) any breach of any covenant or agreement of such indemnifying Party herein.

Section 6.4  Survival. The representations, warranties, covenants and agreements of each of the Parties under this Agreement shall survive the Closing. Furthermore, Section 6.2 and Section 6.3 hereof shall survive the termination of this Agreement.

Section 6.5  Expenses. Each of the Parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder, except as provided in Section 6.3.

Section 6.6  Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, provided, however, that a party may not assign this Agreement without the prior written consent of the other party.

Section 6.7  Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and delivered by hand or by an courier service or shall be sent by facsimile or electronic mail to the address for such Party set forth below:

If to the Seller:	Zizzy Charter Co. 1 Vas. Sofias and Meg. Alexandrou St 15124 Maroussi, Greece Facsimile: +302108128320 Email: louka@loukapartners.com
If to the Buyer:	Top Ships Inc. c/o Top Ships Inc. 1 Vas. Sofias-and Meg Alexandrou Str 15124 Maroussi, Greece Attention: Alexandros Tsirikos Facsimile: +30210 8056441 Email: atsirikos@topships.org
With a copy (which shall not constitute notice) to:	Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Attention: Gary J. Wolfe, Esq. Facsimile: (212) 901-2110 Email: wolfe@sewkis.com

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or to such other place and with such other copies as either Party may designate as to itself by written notice to the other. All such notices, requests, instructions or other documents shall be deemed to have been delivered (i) in the case of personal delivery or delivery by courier, on the date of such delivery, (ii) in the case of delivery by facsimile transmission or electronic mail, when receipt is acknowledged and (iii) in the case of mailing, on the third business day after the posting thereof. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the Party entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

Section 6.8  Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by each Party to the Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 6.9  Headings. Headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.

Section 6.10  Further Assurances. From and after the Closing, upon the request of a Party, the other Party will execute and deliver such instruments, documents or 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.

Section 6.11  Choice of Law. This Agreement shall be construed and interpreted, and the rights of the Parties determined, in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 6.12  Jurisdiction. Each of the Seller and the Buyer (i) irrevocably submits to the co-exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) 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 proceedings in improper.  Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 6.7 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 6.12 shall affect or limit any right to serve process in any other manner permitted by law.

Section 6.13  WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 6.14  Remedies. In addition to any remedies either Party may have in law, each Party shall be entitled to apply to any court of competent jurisdiction (without posting bond or other security) to enjoin any actual or threatened breach or default under this Agreement and shall also be entitled to seek specific performance of this Agreement. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Party at law or in equity or otherwise.

Section 6.15  Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 6.16  No Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or other rights of any kind in any client, customer, affiliate, stockholder, member, or partner of any Party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the Parties hereto.

Section 6.17  Counterparts. This Agreement may be executed in two or more counterparts, and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Facsimile or portable document format (PDF) signatures shall be treated as original signatures for all purposes hereunder.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

BUYER:
TOP SHIPS INC.
By:	/s/ Alexandros Tsirikos
Name:	Alexandros Tsirikos
Title:	Director
SELLER
ZIZZY CHARTER CO.
By:	/s/ Dimosthenis Eleftheriadis
Name:	Dimosthenis Eleftheriadis
Title:	Director

(Signature Page to Share Purchase Agreement)

SCHEDULE 1

1.         Shipbuilding Contracts with Hyundai Mipo by and among the Companies and Hyundai Mipo Dockyard Co. Ltd., for the construction of the vessel (the “Shipbuilding Contracts”); and

2.         [Shell Time 4] time charter parties, dated May [  ], 2020, between the Companies and Central Tankers Chartering Inc.

EX-4.23

Exhibit 4.23

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into as of May 28, 2020, by and between Zizzy Charter Co., a Marshall Islands corporation (the “Seller”) and Top Ships Inc., a Marshall Islands corporation (the “Buyer”). The Seller and the Buyer are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Seller owns 500, and 500 shares (together the “Shares”) of capital stock, no par value, representing 100% of the issued and outstanding shares of capital stock of Roman Empire Inc. and Athenean Empire Inc. respectively (together the “Companies”);

WHEREAS, the Companies have entered into two Shipbuilding Contracts (included in Schedule 1), both dated December 17, 2019, as the same have been amended or supplemented from time to time, with Hyundai Mipo Dockyard Co. Ltd., having its principal place of business at 1000 Bangeojinsunhwan-Doro, Dong-Gu, Ulsan, Korea, for the construction and purchase of one 158,000 DWT Class Crude Tanker per company (the “Shipbuilding Contracts”);

WHEREAS, Roman Empire Inc. owns M/T Eco West Coast (hull No 865), a 158,000 dwt crude tanker currently under construction at Hyundai Heavy Industries shipyard of South Korea (“Hyundai”), scheduled for delivery in March 2021;

WHEREAS, Athenean Empire Inc. owns M/T Eco Malibu (hull No 866), a 158,000 dwt crude tanker currently under construction at Hyundai, scheduled for delivery in May 2021;

WHEREAS, the upon delivery will enter into time charter agreements with Clearlake Shipping Pte Ltd., having its principal place of business at 12 Marina Bay Boulevard, #35-02 Marina Bay Financial Tower 33, Singapore 018982, for a firm duration of three years at a gross daily rate of $33,950, with a charterer’s option to extend for two additional years at $34,750 and $36,750, respectively;

WHEREAS, the Seller has already paid the first installment of the shipbuilding contract to Hyundai amounting to $3,061,200 for each vessel.

WHEREAS, the Buyer has agreed to pay 100% of the second installment of the shipbuilding contract to Hyundai amounting to $3,061,200 for each vessel in order for the parties to be equally invested in the construction of the vessel.

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, 50% of the issued and outstanding capital stock of the Companies (the “Investment Shares”), on the terms and conditions herein contained.

WHEREAS, the Seller grants the option to the Buyer to purchase the remaining 50% of the issued and outstanding capital stock of the Companies (the “Optional Shares”), on the exact same terms and conditions of the purchase of the Investment Shares herein contained, such option to be declared by the Buyer up to July 15, 2020 by notice to the Seller.

WHEREAS, the disinterested directors of the board of directors of the Buyer (the “Board”) have unanimously determined that this Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of the Buyer and the shareholders of the Buyer (other than the Seller and its affiliates).

NOW, THEREFORE, in consideration of the respective representations, warranties and agreements contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF THE INVESTMENT SHARES; CLOSING

Section 1.1     Purchase and Sale of the Investment Shares. At the Closing (as defined below), subject to the terms and conditions herein contained, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Investment Shares, together with all rights and interests associated therewith.

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Section 1.2     Purchase Price. In consideration of the sale, conveyance, transfer, assignment and delivery of the Investment Shares at Closing, the Buyer shall deliver to the Seller the purchase price of 22 Million U.S. Dollars (US$22,000,000) (the “Purchase Price”) by wire transfer or by delivery of other immediately available funds to the below account:

CREDIT SUISSE AG

ZURICH, 8070, CH

ACCOUNT HOLDER: CENTRAL MARE INC.

ACCOUNT NUMBER: 2193917-92

IBAN (USD) : CH91 0486 6219 3917 9200 0

SWIFT CODE: CRESCHZHXXX

Such Purchase Price shall be payable as follows:

• $6,000,000 on closing

• The balance up to the delivery of M/T Eco Malibu, but in case the Buyer raises capital via the capital markets, the Buyer is obligated to promptly repay the balance due.

Section 1.3     Closing. The consummation of the purchase and sale of the Shares (the “Closing”) shall take place at the Representative Office of Top Ships Inc, 1 Vas. Sofias and Meg. Alexandrou Str 15124 Maroussi, Greece, on the date hereof or on such later date as may be mutually agreed upon by the Parties, but in no event later than June 15, 2020 (the “Closing Date”).

Section 1.4     Deliverables. On the Closing Date, subject to the terms and conditions herein contained, the Seller shall deliver to the Buyer the Investment Shares free and clear of any and all charges, claims, conditions, encumbrances, equitable interests, liens, mortgages, options, pledges, rights of refusal, security interests or restrictions of any kind, including any restrictions on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, in each case of any nature whatsoever (not including any restrictions on the resale of the Investment Shares under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws) (collectively, “Liens”) in certificated form, registered in the name of the Buyer or its designated nominee (or, if applicable, stock powers duly executed in blank, proper form for transfer), together with any necessary assignment documents in form and substance as reasonably requested by the Buyer.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that the statements in the following sections of this Article II are true and correct as of the date of this Agreement and as of the Closing Date:

Section 2.1     Organization and Good Standing. Each of the Seller and the Companies are duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and have all requisite corporate power and authority to own, lease, operate and hold their respective properties and assets and to conduct their respective business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its respective business. The Seller has heretofore delivered to the Buyer complete and correct copies of the Articles of Incorporation, Bylaws or other charter documents (“Constitutional Documents”) of the Companies, in each case, as currently in effect, together with copies of all minutes of meetings and resolutions of shareholders and directors of the Companies (the “Companies Corporate Records”). The Companies Corporate Records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and in compliance with the Companies Constitutional Documents. The Companies are not in default under or in violation of its Constitutional Documents.

Section 2.2     Authority and Enforceability. The Seller has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 2.3      Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Seller nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Constitutional Documents of the Seller or the Companies; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, regional, state, multi-state, municipal or other governmental authority of any nature, including any court, subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising

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any regulatory or taxing authority (any such governmental authority or body, a “Governmental Body”), other than those that have been made or obtained; (iii) cause the Seller or the Companies to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Seller or the Companies or their respective assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, license, obligation, commitment, purchase order or other agreement, commitment, instrument, permit, concession, or obligation, written or oral (each a “Contract”) to which the Seller or the Companies or any of their respective assets may be bound, except in such cases where the requisite waivers or consents have been obtained; or (v) result in the creation of any Lien upon any of the properties or assets of the Seller or the Companies under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Seller or the Companies or any of their respective assets may be bound or affected.

Section 2.4      Capitalization. The Companies are authorized to issue five hundred (500) shares each, without par value, of capital stock. The Investment Shares represent 50% of the issued and outstanding shares of capital stock of the Companies. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally by the Seller. Other than this Agreement, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange or right of first refusal under any outstanding security or other instruments) by the Seller of the Investment Shares, and there is no obligation on the part of the Seller to grant, extend or enter into any of the foregoing. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Investment Shares or any other equity or voting interests in the Companies. No claim has been made or, to the knowledge of the Seller, threatened against the Seller or the Companies asserting that any person other than the Seller or its sole shareholder is the holder or beneficial owner of the Investment Shares or any other equity or voting interests in the Companies.

Section 2.5       Ownership of the Investment Shares. The Seller is the sole legal owner and holder of, and has good, valid and marketable title to, the Investment Shares to be sold pursuant to this Agreement, free and clear of any Liens. At the Closing, the Seller will transfer, assign and deliver good and marketable title to the Investment Shares to the Buyer, free and clear of all Liens.

Section 2.6       No Other Business. Since its formation, the Companies have not incurred any liabilities or obligations or conducted any business other than the items listed on Schedule I hereto.

Section 2.7      Contracts. The Companies are not a party to any Contract other than the Shipbuilding Contracts and the time charter parties evidenced by a Recap letter. The Companies have good and valid title to the Shipbuilding Contracts, free and clear of any Liens. The Companies are not in default under the Shipbuilding Contracts, nor does an event exist which, with the giving of notice or lapse of time or both, would constitute such a default. To the Seller’s knowledge, all other parties to the Shipbuilding Contracts are in compliance with the terms thereof. The Shipbuilding Contracts are in full force and effect and are enforceable against the Companies and the other parties thereto in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense. No consent (including the consent of any Governmental Body) or other action is required in order for the Shipbuilding Contracts to remain in full force and effect, and for the Companies to fully exercise their rights thereunder, following the Closing. The Seller has delivered or made available to the Buyer true and complete copies, including all amendments and supplements thereof, of the Shipbuilding Contracts.

Section 2.8     No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Seller or the Companies, or, to the knowledge of the Seller, threatened against the Seller or the Companies, nor are the Seller or the Companies subject to or bound by any outstanding order, judgment, injunction, award or decree of any Governmental Body, relating to the Seller or the Companies or any of their respective properties or assets or which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 2.9     No Unlawful Payments. Neither the Seller nor the Companies, nor any director, shareholder, officer, agent, employee or other person associated with or acting on behalf of the Seller or the Companies, as applicable, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any supplier, customer, licensor, contractor, politician, government employee or other person.

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Section 2.10    Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in any document or other writing furnished or to be furnished to the Buyer pursuant to the provisions hereof, when considered with all other such documents or writings, contain or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements made herein or therein not misleading.

Section 2.11    Adequate Information. The Seller (i) has sufficient knowledge and experience in business, financial and investment matters so as to be able to evaluate the risks and merits of the sale of the Investment Shares and of protecting its own interests in connection with the sale of the Investment Shares; (ii) is a sophisticated person with respect to the sale of the Investment Shares; (iii) has adequate information concerning the business and financial condition, prospects and plans of the Companies to make an informed decision regarding the sale of the Investment Shares; and (iv) has independently and without reliance upon the Buyer, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that the Buyer has not given the Seller any investment advice or opinion on whether the sale of the Investment Shares is prudent or suitable and the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement.

Section 2.12   No General Solicitation. Neither the Seller nor any nominee thereof has offered any Investment Shares by any means of general solicitation or advertising (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by general solicitation or advertising.

Section 2.13    No Brokers or Finders. No broker or finder has been engaged by the Seller in connection with the transactions contemplated in this Agreement, and no commission, finder’s fees or other similar compensation or remuneration is payable to any person as a result of the Seller’s actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.

Section 2.14    Exemption from Registration. The Investment Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that the statements in the following sections of this Article III are true and correct as of the date of this Agreement and as of the Closing Date:

Section 3.1     Organization. Good Standing. The Buyer is duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands, and has all corporate power and authority to own, lease, operate and hold its properties and assets and to conduct its business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its business.

Section 3.2     Authority and Enforceability. The Buyer has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Buyer and constitutes the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 3.3     Consents and Approvals: No Violation. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Buyer’s Constitutional Documents; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, other than those that have been made or obtained; (iii) cause the Buyer to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Buyer or its assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any Contract to which the Buyer or any of its assets may be bound, except in such cases where the requisite waivers or consents have been obtained; or (v) result in the creation of any Lien upon any of the properties or assets of the Buyer under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Buyer or any of its assets may be bound or affected.

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Section 3.4      No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Buyer other than publicly disclosed or, to the knowledge of the Buyer, threatened against the Buyer, nor is the Buyer subject to or bound by any outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body, other than publicly disclosed, which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 3.5     No Registration. The Investment Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Buyer shall not offer to sell or otherwise dispose of the Investment Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Investment Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Investment Shares. The Buyer understands that, when issued to the Buyer at the Closing, none of the Investment Shares will be registered pursuant to the Securities Act and that all of the Investment Shares will constitute “restricted securities” under the federal securities laws of the United States. Each certificate for Investment Shares shall bear the following legend:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OP (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”

Section 3.6     Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Companies and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties of the Seller set forth in Article II hereof and the other information provided by the Seller.

Section 3.7     No Brokers or Finders. No broker or finder has been engaged by the Buyer in connection with the transactions contemplated in this Agreement, and no commission, finder’s fees or other similar compensation or remuneration is payable to any person as a result of the Buyer’s actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.

ARTICLE IV
COVENANTS

Section 4.1     Conduct of Business Pending Closing. The Buyer and the Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall, or shall cause the Companies to, conduct the business and maintain and preserve the assets of the Companies in the ordinary course of business; (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article II and Article III hereof, as applicable to such Party, to continue to be true and correct; and (iii) the Companies shall not incur any debt, or enter into any other Contract, without the Buyer’s prior written approval.

Section 4.2     Further Assurances. The Seller shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Buyer such certificates, assignments or other instruments of ownership, transfer, assignment and conveyance, in form and substance reasonably satisfactory to Buyer, as shall be necessary to vest in the Buyer all of the right, title and interest in and to the Investment Shares undertaken to be sold to the Buyer by the Seller pursuant to this Agreement, free and clear of all Liens, debts, dues and duties of whatsoever nature, and any other document reasonably requested by the Buyer in connection with this Agreement.

Section 4.3     Governmental Filings. As promptly as practicable after the execution of this Agreement, each Party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.

Section 4.4     Further Consents. After the Closing Date, the Seller shall obtain any consents or approvals or assist in any filings reasonably required in connection with the transactions contemplated hereby that are requested by Buyer and that have not been previously obtained or made.

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Section 4.5      Public Announcements. Neither Party shall, without the prior approval of the other Party, issue, or permit any of its partners, stockholders, directors, officers, employees, members, managers, agents to issue, any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, except as may be required by law or any Governmental Body to which the relevant Party is accountable.

Section 4.6     Share Certificates of the Seller. The Seller covenants and agrees that, for so long as the Seller holds any shares of capital stock of the Companies in bearer form, the Seller shall retain the share certificate evidencing such ownership in its sole possession.

ARTICLE V
CONDITIONS TO CLOSING

Section 5.1     Conditions to Obligations of Seller. At the Closing, the obligation of the Seller to sell the Investment Shares to the Buyer is subject to the fulfillment at the Closing of the following conditions:

(a)     Accuracy of Buyer Representations and Warranties: Compliance. The representations and warranties of the Buyer contained in Article III of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and Buyer shall have performed and complied in all material respects with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(b)     Legal Investment. On the Closing Date, the purchase and sale of the Investment Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(c)     No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Governmental Body or other person or entity pending or threatened in writing that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

Section 5.2     Conditions to Obligations of Buyer. The obligation of the Buyer to purchase the Investment Shares from the Seller is subject to the fulfillment at the Closing of the following conditions:

(a)     Accuracy of Seller Representations and Warranties: Compliance. The representations and warranties of the Seller contained in Article II of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and the Seller shall have performed and complied in all material respects, with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(b)     Legal Investment, On the Closing Date, the purchase and sale of the Investment Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(c)     No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Gove mental Body or other person or entity pending or threatened in writing, other than publicly disclosed, that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

(d)     NQ Material Adverse Change. Between the date of the execution of this Agreement and the Closing Date, there shall not have been any material adverse change in the condition, financial or otherwise, or the business affairs or assets, of the Companies.

ARTICLE VI
MISCELLANEOUS

Section 6.1      Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)     by the mutual written agreement of the Seller and the Buyer;

(b)     by the Buyer if any of the conditions set forth in Section 5.1 hereof shall have become incapable of fulfillment, by reason other than the Buyer’s negligent or willful failure to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by the Buyer, and such conditions shall not have been waived by the Buyer;

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(c)     by the Seller if any of the conditions set forth in Section 5.2 hereof shall have become incapable of fulfillment, by reason other than the Seller’s negligent or willful failure to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by the Seller, and such conditions shall not have been waived by the Seller; or

(d)     by either Party by written notice thereof to the other Party, if the Closing contemplated hereby shall not have been consummated on or before June 15, 2020.

Section 6.2      No further Liability. Subject to Section 6.4, if this Agreement is terminated in accordance with Section 6.1 hereof, (i) neither Party shall have any further obligation or liability under this Agreement, other than by reason of a breach or default by a Party hereunder; and (ii) any monies, instruments or documents of any Party held in escrow or transferred to the other Party in connection with the transactions contemplated herein with respect to which the Closing shall not have occurred shall be immediately returned to such Party. For the avoidance of doubt, any such termination shall not have any effect whatsoever on any transactions contemplated herein with respect to which the Closing has occurred.

Section 6.3     Indemnification. Each Party shall indemnify, defend and hold harmless the other Party, its managers, directors, officers, members, partners, shareholders, employees, attorneys, accountants, agents and representatives and their successors and assigns from and against all liabilities, losses, damages or expenses (including, without limitation, reasonable attorney’s fees and disbursements) based upon or arising out of (i) any inaccuracy or breach of any representation or warranty of such indemnifying Party herein, and (ii) any breach of any covenant or agreement of such indemnifying Party herein.

Section 6.4      Survival. The representations, warranties, covenants and agreements of each of the Parties under this Agreement shall survive the Closing. Furthermore, Section 6.2 and Section 6.3 hereof shall survive the termination of this Agreement.

Section 6.5       Expenses. Each of the Parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder, except as provided in Section 6.3.

Section 6.6       Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, provided, however, that a party may not assign this Agreement without the prior written consent of the other party.

Section 6.7      Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and delivered by hand or by an courier service or shall be sent by facsimile or electronic mail to the address for such Party set forth below:

If to the Seller:	Zizzy Charter Co. I Vas. Sofias and Meg. Alexandrou St 15124 Maroussi, Greece Facsimile: +302108128320 Email: louka©loukapartners.com
If to the Buyer:	Top Ships Inc. do Top Ships Inc. 1 Vas. Sofias-and Meg Alexandrou Str 15124 Maroussi, Greece Attention: Alexandros Tsirikos Facsimile: +30210 8056441 Email: atsirikoslatonshins.org
With a copy (which shall not constitute notice) to:	Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Attention: Gary J. Wolfe, Esq. Facsimile: (212) 901-2110 Email: wolfe@sewkis.com

or to such other place and with such other copies as either Party may designate as to itself by written notice to the other. All such notices, requests, instructions or other documents shall be deemed to have been delivered (i) in the case of personal delivery or delivery by

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courier, on the date of such delivery, (ii) in the case of delivery by facsimile transmission or electronic mail, when receipt is acknowledged and (iii) in the case of mailing, on the third business day after the posting thereof. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the Party entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

Section 6.8      Entire Agreement: Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by each Party to the Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 6.9      Headings. Headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.

Section 6.10    Further Assurances. From and after the Closing, upon the request of a Party, the other Party will execute and deliver such instruments, documents or 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.

Section 6.11    Choice of Law. This Agreement shall be construed and interpreted, and the rights of the Parties determined, in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 6.12    Jurisdiction. Each of the Seller and the Buyer (i) irrevocably submits to the co-exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) 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 proceedings in improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 6.7 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 6.12 shall affect or limit any right to serve process in any other manner permitted by law.

Section 6.13   WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 6.14    Remedies. In addition to any remedies either Party may have in law, each Party shall be entitled to apply to any court of competent jurisdiction (without posting bond or other security) to enjoin any actual or threatened breach or default under this Agreement and shall also be entitled to seek specific performance of this Agreement. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Party at law or in equity or otherwise.

Section 6.15    Severability of Provisions. My provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 6.16    No Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or other rights of any kind in any client, customer, affiliate, stockholder, member, or partner of any Party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the Parties hereto.

Section 6.17    Counterparts. This Agreement may be executed in two or more counterparts, and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Facsimile or portable document format (PDF) signatures shall be treated as original signatures for all purposes hereunder.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

BUYER:
TOP SHIPS INC.
By:	/s/ Alexander Tsirikos
Name:	Alexander Tsirikos
Title:	Director

SELLER
ZIZZY CHARTER CO.
By:	/s/ Dimosthenis Eleftheriadis
Name:	Dimosthenis Eleftheriadis
Title:	Director

(Signature Page to Share Purchase Agreement)

SCHEDULE 1

1.         Shipbuilding Contracts with Hyundai Samho by and among the Companies and Hyundai Heavy Industries Co., Ltd., for the construction of the vessels (the “Shipbuilding Contracts”)

EX-4.24

Exhibit 4.24

Addendum dated June 18, 2020 to the Share Purchase Agreement (the “SPA”) dated May 28, 2020, by and between Zizzy Charter Co., a Marshall Islands corporation (the “Seller” and Top Ships Inc., a Marshall Islands corporation (the “Buyer”). The Seller and the Buyer are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

It is hereby mutually agreed between the parties that the Buyer wishes to execute the option stipulated in the SPA to purchase the remaining 50% of the issued and outstanding capital stock of the Companies (the “Optional Shares”), on the exact same terms and conditions of the purchase of the Investment Shares as these terms were expressively stated in the SPA.

All other terms remain the same.

IN WITNESS WHEREOF the parties have caused this agreement to be executed as of the date first above written.

SIGNED for and on behalf of	SIGNED for and on behalf of
TOP SHIPS INC.	ZIZZY CHARTER CO.
/s/ Mr. Alexandros Tsirikos	/s/ Dimosthenis Eleftherladis
Mr. Alexandros Tsirikos Director / Chief Financial Officer	Dimosthenis Eleftherladis President/Director

Page 1 of 1

EX-4.25

Exhibit 4.25

Private & confidential

Dated: 12th March, 2020

ALPHA BANK A.E.

(as lender)

- and -

CALIFORNIA 19 INC. and

CALIFORNIA 20 INC.

(as joint and several borrowers)

LOAN AGREEMENT

for a secured floating interest rate loan facility of up to

US$37,660,000

Theo V. Sioufas & Co.

Law Offices

Piraeus

TABLE OF CONTENTS

CLAUSE	HEADINGS	PAGE
1.	PURPOSE, DEFINITIONS AND INTERPRETATION	1
2.	THE LOAN	23
3.	INTEREST	27
4.	REPAYMENT - PREPAYMENT	32
5.	PAYMENTS, TAXES AND COMPUTATION	36
6.	REPRESENTATIONS AND WARRANTIES	38
7.	CONDITIONS PRECEDENT	44
8.	COVENANTS	50
9.	EVENTS OF DEFAULT	62
10.	INDEMNITIES - EXPENSES - FEES	67
11.	SECURITY, APPLICATION, SET-OFF	73
12.	UNLAWFULNESS, INCREASED COST, BAIL-IN	76
13.	OPERATING ACCOUNTS	79
14.	ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE	81
15.	MISCELLANEOUS	84
16.	JOINT AND SEVERAL LIABILITY OF THE BORROWERS	87
17.	NOTICES AND COMMUNICATIONS	88
18.	LAW AND JURISDICTION	91

SCHEDULES

1. Form of Drawdown Notice

2. Form of Insurance Letter

3. Form of Designation Notice

THIS AGREEMENT is dated the 12th day of March, 2020 and made BETWEEN:

(1) ALPHA BANK A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens, Greece, acting, except as otherwise herein provided, through its office at 93 Akti Miaouli, Piraeus, Greece, as lender (hereinafter called the “Lender”, which expression shall include its successors and assigns); and

(2)          (a)          CALIFORNIA 19 INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (and includes its successors) (the “Borrower A”); and

(b) CALIFORNIA 20 INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (and includes its successors) (the “Borrower B” and together with the Borrower A hereinafter called the “Borrowers”, which expression shall include their respective successors)

AND IT IS HEREBY AGREED as follows:

1. PURPOSE, DEFINITIONS AND INTERPRETATION

1.1 Amount and Purpose

(a) Amount: This Agreement sets out the terms and conditions upon and subject to which it is agreed that the Lender will make available to the Borrowers, on a joint and several basis, a secured term loan facility in the amount of up to the lesser of (i) Dollars Thirty seven million six hundred sixty thousand ($37,660,000) (up to $18,830,000 per Vessel), and (ii) 50% of the aggregate Contract Price of the Vessels and shall be made available by way of two (2) Advances, each in relation to a Vessel and in the aggregate not exceeding the lesser of (i) 37,660,000 and (ii) 50% of the aggregate Contract Price of the Vessels, all as provided in Clause 2.6 (Amount, Timing, limitation and purpose of Advances); and

(b) Purpose: The Loan proceeds shall be used for the purpose of financing on a post-delivery basis part of the Contract Price of each Vessel.

1.2 Definitions

Subject to Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms), in this Agreement (unless otherwise defined in the relevant Finance Document and unless the context otherwise requires) and the other Finance Documents each term or expression defined in the recital of the parties and in this Clause shall have the meaning given to it in the recital of the parties and in this Clause:

“Accounts Pledge Agreement” means an agreement to be entered into between the Borrowers and the Lender for the creation of a pledge over the Operating Accounts in favour of the Lender, in form and substance as the Lender may approve or require , as the same may from time to time be amended and/or supplemented;

“Advance” means each borrowing of a portion of the Commitment by the Borrowers or (as the context may require) the principal amount of such borrowing or (as the context may require) the principal amount thereof owing to the Lender under this Agreement at any relevant time;

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“Affiliate” means, in relation to any person, a subsidiary of that person or a parent company of that person or any other subsidiary of that parent company;

“Alternative Rate” means a rate agreed between the Lender and the Borrowers on the basis of which (instead of LIBOR) the interest rate is determined pursuant to Clause 3.6 (Market disruption – Non Availability);

“Approved Manager” in relation to each Vessel means for the time being Central Mare Inc., a company duly incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and having an established office in Greece under Greek laws at 1, Vassilissis Sofias Str. & Meg. Alexandrou Str. Maroussi, Attica, Greece, and/or any other person nominated by the Owner and acceptable to the Lender, which shall act as the commercial and technical manager of that Vessel, and includes its successors in title;

“Approved Manager’s Undertaking” in relation to each Vessel means a first priority letter of undertaking and subordination to be executed by the Approved Manager, in favour of the Lender, such Approved Manager’s Undertaking to be and in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Approved Manager’s Undertakings”);

“Approved Shipbrokers” means any first class independent firm of internationally known shipbrokers, appointed by or acceptable to the Lender at its discretion and includes their respective successors in title and “Approved Shipbroker” means any of them;

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“Assignable Charterparty” means in relation to a Vessel, any time or bareboat charterparty (irrespective of the duration of such bareboat charterparty), consecutive voyage charter or contract of affreightment or related document in respect of the employment of that Vessel having a duration (or capable of exceeding a duration) of more than 12 months  whether now existing or hereinafter entered or to be entered into by the Owner (or any person, firm or company on its behalf) thereof with a charterer, at a daily rate and on terms and conditions acceptable to the Lender (and shall include any addenda thereto), and includes the Clearlake Charterparties (together the “Assignable Charterparties”);

“Assignee” has the meaning ascribed thereto in Clause 14.3 (Assignment by Lenders);

“Availability Period” means, in respect of each Advance, the period starting on the date hereof and ending on the earlier of:

(a) the 30th day of April, 2020 (or until such later date as the Lender may agree in writing); or

(b) the date  on which the whole Commitment in relation to that Advance, has been advanced by the Lender to the Borrowers, or

(c) the date on which the Commitment in relation to that Advance is reduced to zero pursuant to Clauses 3.6 (Market disruption – Non Availability), 9.2 (Consequences of Default – Acceleration), 12.1 (Unlawfulness) or any other Clause of this Agreement;

“Bail-In Action” means the exercise of any Write-down and Conversion Powers;

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“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;

“Balloon Instalment” has the meaning given in Clause 4.1 (Repayment);

“Banking Day” means any day on which banks and foreign exchange markets in New York, London, Athens and Piraeus and in each country or place in or at which an act is required to be done under this Agreement in accordance with the usual practice of the Lender, are open for the transaction of business of the nature contemplated in this Agreement;

“Basel III Accord” means:

(a) the agreements on capital requirements, leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III;

“Basel III Regulation” means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation;

“Beneficial Shareholder(s)” means in respect of each of the Borrowers and the Corporate Guarantor, the person or persons disclosed to the Lender as being the ultimate legal and beneficial owner or owners (either directly and/or through companies beneficially owned by such person or persons or members of his/her direct family and/or trusts or foundations of which such person or persons or members of his/her direct family are legal and beneficial owners) of 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) of the shares and 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) the voting rights attaching to those shares and the legal ownership of those shares in that Borrower or, as the case may be, the Corporate Guarantor;

“Borrowed Money” means Financial Indebtedness incurred in respect of (i) money borrowed or raised, (ii) any bond, note, loan stock, debenture or similar instrument, (iii) acceptance of documentary credit facilities, (iv) deferred payments for assets or services acquired, (v) rental payments under leases (whether in respect of land, machinery, equipment or otherwise) entered into primarily as a method of raising finance or of financing the acquisition of the asset leased, (vi) guarantees, bonds, stand-by letters of

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credit or other instruments issued in connection with the performance of contracts and (vii) guarantees or other assurances against financial loss in respect of Financial Indebtedness of any person falling within any of sub-paragraphs (i) to (vi) above;

“Borrowers” means jointly and severally the Borrower A and the Borrower B as specified at the beginning of this Agreement and “Borrower” means either of them as the context may require;

“Borrower’s Equity” in relation to a Vessel means the part of the Contract Price payable to the Seller pursuant to the Contract of such Vessel which is due but is not being funded by the Advance for that Vessel pursuant to this Agreement which should be deposited (not later than two (2) Banking Days before the proposed Drawdown Date of that Advance) with the Lender for further payment to the Seller;

“Builder” means, Hyundai Mipo Dockyard Co., Ltd., a company duly organised and existing under the laws of the Republic of Korea, having its registered office at 100, Bangeojinsunhwan-Doro, Dong-Gu, Ulsan 44113, Korea, and includes its successors in title;

“Break Costs” means the amount (if any) by which:

(a) the interest (excluding the Margin) which the Lender should have received for the period from the date of receipt of all or any part of an Advance the Loan or any other amount due and payable but unpaid by a Security Party under the Finance Documents (the “Unpaid Sum”) to the last day of the current Interest Period in relation to an Advance, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds

(b) the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Banking Day following receipt or recovery and ending on the last day of that Interest Period;

“Charterparty Assignment” means, in relation to a Vessel, an assignment of the rights of its Owner under any Assignable Charterparty executed or to be executed by its Owner in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented and, “Charterparty Assignments” means all of them;

“Classification Society” means such classification society which is a member of IACS (other than the China Classification Society and the Russian Maritime Registry of Shipping)  and which the Lender shall, at the request of the Borrowers, have agreed in writing to be treated as the Classification Society for the purposes of the Finance Documents;

“Clearlake Charterparty” in relation to each Vessel means the time charter made between the Owner thereof, as owners, and Clearlake Shipping Pte Ltd, of Singapore, as charterers (the “Charterer”), as charterer, for the time chartering of that Vessel for a minimum period of 5+1+1 years at a rate of $17,400/day-$18,650/day-$19,900/day respectively, as amended and/or supplemented from time to time (and shall include any further addenda thereto) (together, the “Clearlake Charterparties”);

"Clearlake Sub-Charter" in relation to each Vessel means any sub time charter or other contract of employment made between the Charterer as head charterer and any other

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charterer for the time chartering of that Vessel amended and/or supplemented from time to time (and shall include any further addenda thereto);

“Commitment” means the amount which the Lender agreed to lend to the Borrowers under Clause 2.1 (Commitment to Lend) as reduced by any relevant term of this Agreement;

“Commitment Letter” means the Commitment Letter dated 7th February, 2020 addressed by the Lender to the Borrowers and accepted by them on 17th February, 2020, and shall include any amendments or addenda thereto;

“Compulsory Acquisition” in relation to a Vessel means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of that Vessel, whether for full or part consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any Government Entity or other competent authority, or by any person or persons claiming to be or to represent any Government Entity, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Confirmation” shall have, in relation to any continuing Designated Transaction, the meaning ascribed to it in the Master Agreement;

“Contract” in relation to each Vessel means the shipbuilding contract dated 4th December, 2018 made between the Builder, as builder and seller and Central Shipping Inc., of the Marshall Islands (the “Original Buyer”), as buyer, as the same was amended and supplemented from time to time by the various addenda thereto and as the same was novated by a Novation Agreement dated 6th June, 2019 and made between the Original Buyer, the Owner of that Vessel as New Buyer, and the Builder, relating to the construction and sale by the Builder, and the purchase by that Owner of the relevant Vessel and as the same may be further amended and supplemented from time to time;

“Contract Price” in relation to each Vessel means the purchase price for such Vessel payable by the Buyer thereof to the Builder in accordance with the Contract relative to that Vessel, being the sum of Thirty eight million seventy five thousand Dollars ($38,075,000) or such other sum as is determined in accordance with the terms and conditions of that Contract;

“Corporate Guarantee” means an irrevocable and unconditional guarantee given or, as the context may require, to be given by the Corporate Guarantor in the form agreed in writing between the Borrowers and the Lender, as the same may from time to time be amended and/or supplemented;

“Corporate Guarantor” means Central Mare Inc., a company duly incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, a corporation lawfully incorporated and validly existing under the laws of the Republic of the Marshall Islands, and/or any other person nominated by the Borrowers and acceptable to the Lender which may give a Corporate Guarantee, and includes its successors in title;

“Credit Support Document” means any document described as such in the Master Agreement and, where the context permits, any other document referred to in any Credit Support Document which has the effect of creating an Encumbrance in favour of the Lender;

“Credit Support Provider” means any person (other than the Borrowers) described as such in the Master Agreement;

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“Default” means any Event of Default or any event which with the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;

“Default Rate” means that rate of interest per annum which is determined in accordance with the provisions of Clause 3.4 (Default Interest);

“Delivery” in relation to each Vessel means the delivery of that Vessel from the Builder to, and the acceptance of that Vessel by, the relevant Borrower pursuant to the Contract relative thereto;

“Delivery Date” in relation to each Vessel means the date upon which the Delivery of that Vessel occurs;

“Designated Transaction" means a Designated Transaction which fulfils the following requirements:

(c) it is entered into by a Borrower pursuant to the Master Agreement with the Swap Bank;

(d) its purpose is the hedging of the Borrowers' exposure under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the final Repayment Date; and

(e) it is designated by the Borrowers, by delivery by the Borrowers to the Swap Bank of a notice of designation in the form set out in Schedule 3 (Form of Designation Notice), as a Designated Transaction for the purposes of the Finance Documents;

“DOC” means a document of compliance issued to an Operator in accordance with rule 13 of the ISM Code;

“Dollars” (and the sign “$”) means the lawful currency for the time being of the United States of America;

“Drawdown Date” in relation to each Advance means the date, being a Banking Day, requested by the Borrowers for that Advance to be made available, or (as the context requires) the date on which that Advance is actually made available;

“Drawdown Notice” means a notice substantially in the terms of Schedule 1 (Form of Drawdown Notice) (or in any other form which the Lender approves);

“Early Termination Date” shall have, in relation to any continuing Designated Transaction, the meaning ascribed to it in the Master Agreement;

“Earnings” in relation to a Vessel means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner thereof and which arise out of the use or operation of that Vessel, including (but not limited to) all freight, hire and passage moneys, compensation payable to the Owner thereof in the event of requisition of that Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, contributions of any nature whatsoever in respect of general average, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Vessel and any other earnings whatsoever due or to become due to the Owner thereof in respect of that Vessel and all sums recoverable under the Insurances in respect of loss of Earnings and includes, if and whenever that Vessel is employed on terms whereby any and all such moneys as aforesaid are pooled or shared with any other person,

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that proportion of the net receipts of the relevant pooling or sharing agreement which is attributable to that Vessel;

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway;

“Environmental Affiliate” means any agent or employee of any of the Borrowers or any other Relevant Party or any person having a contractual relationship with any of the Borrowers or any other Relevant Party in connection with any Relevant Ship or her operation or the carriage of cargo thereon;

“Environmental Approval” means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or her operation or the carriage of cargo thereon and/or passengers therein and/or provisions of goods and/or services on or from the Relevant Ship required under any Environmental Law;

“Environmental Claim” means:

(a) any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or which relates to any Environmental Law; or

(b) any claim by any other person which relates to an Environmental Incident,

and “claim” means (i) a claim for damages, compensation, fines, penalties or any other payment of any kind which exceeds $800,000 (or the equivalent in any other currency) per Vessel per incident or (ii) one or more claims for damages, compensation, fines, penalties or any other payment of any kind, the subject matter of which exceeds $800,000 (or the equivalent in any other currency) in aggregate, whether such claim or claims are in relation to one or more Vessels and whether resulting from one incident or a series of incidents;

“Environmental Incident” means (i) any release of Material of Environmental Concern from a Vessel, (ii) any incident in which Material of Environmental Concern is released from a vessel other than the Vessels and which involves collision between a Vessel and such other vessel or some other incident of navigation or operation, in either case, where a Vessel, the Borrowers (or any of them) or the Approved Manager are actually or allegedly at fault or otherwise liable (in whole or in part) or (iii) any incident in which Material of Environmental Concern is released from a vessel other than the Vessels and where a Vessel is actually or potentially liable to be arrested as a result and/or where the Borrowers (or any of them) or the Approved Manager are actually or allegedly at fault or otherwise liable;

“Environmental Laws” means all national, international and state laws, rules, regulations, treaties and conventions applicable to any Relevant Ship pertaining to the pollution or protection of human health or the environment including, without limitation, the carriage of Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern from any Relevant Ship  (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the United States of America);

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

“Event of Default” means any event or circumstance set out in Clause 9.1 (Events) or described as such in any other of the Finance Documents;

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“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Lender) of:

(a) all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, Taxes, repair costs, registration fees and insurance premiums, crew wages, repatriation expenses and seamen’s pension fund dues) suffered, incurred, charged to or paid or committed to be paid by the Lender in connection with the exercise of the powers referred to in or granted by any of the Finance Documents or otherwise payable by the Borrowers or any of them in accordance with the terms of any of the Finance Documents;

(b) the expenses referred to in Clause 10.2 (Expenses); and

(c) interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from, in the case of Expenses referred to in sub-paragraph (b) above, the date on which such Expenses were demanded by the Lender from the Borrowers and in all other cases, the date on which the same were suffered, incurred or paid by the Lender until the date of receipt or recovery thereof (whether before or after judgement) at the Default Rate (as conclusively certified by the Lender);

“Facility Period” means the period commencing on and including the date hereof and terminating on and including the date upon which Outstanding Indebtedness has been paid in full to the Lender;

“FATCA” means:

(a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “Code”) or any associated regulations or other associated official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA;

“FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

“Final Maturity Date” in relation to each Advance means the date falling five (5) years after the Drawdown Date of that Advance;

“Finance Documents” means, together, this Agreement, the Master Agreement, the Security Documents and any other document designated in writing as such by the Lender and the Borrowers;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a) for principal, interest or any other sum payable in respect of any moneys borrowed

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or raised by the debtor;

(b) under any loan stock, bond, note or other security issued by the debtor;

(c) under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d) under a lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor other than any liability in respect of a lease or hire purchase contract which would, in accordance with generally acceptable accounting principle in force prior to 1 January 2019, have been treated as an operating lease;

(e) under any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within (a) to (e) if the references to the debtor referred to the other person;

“Financial Year” means, in relation to the Borrowers, each period of one (1) year commencing on 1st January thereof in respect of which financial statements referred to in Clause 8.1(f) (Financial statements) are or ought to be prepared;

“Flag State” means in relation to each Vessel, the Republic of the Marshall Islands or such other state or territory designated in writing by the Lender, at the request of its Owner, as being the “Flag State” of such Vessel for the purposes of the Security Documents;

“General Assignment” means, in relation to each Vessel, the first priority assignment of the Earnings, Insurances and Requisition Compensation, executed or (as the context may require) to be executed by the relevant Owner thereof in favour of the Lender, in the form agreed in writing between the Borrowers and the Lender, as the same may from time to time be amended and/or supplemented (together, the “General Assignments”);

“Government Entity” means and includes (whether having a distinct legal personality or not) any national or local government authority, board, commission, department, division, organ, instrumentality, court or agency and any association, organisation or institution of which any of the foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant;

“Governmental Withholdings” means withholdings and any restrictions or conditions resulting in any charge whatsoever imposed (other than any FATCA Deductions), either now or hereafter, by any sovereign state or by any political sub-division or taxing authority of any sovereign state;

“Insurance Letter” in relation to a Vessel means a letter from the Owner thereof in the form of Schedule 2 (Form of Insurance Letter);

“Insurances” in relation to a Vessel means all policies and contracts of insurance (including, without limitation, all entries of such Vessel in a protection and indemnity, hull and machinery, war risks or other mutual insurance association) which are from time to time in place or taken out or entered into by or for the benefit of its Owner (whether in the sole name of its Owner or in the joint names of its Owner and the Lender) in respect of such Vessel and its earnings or otherwise howsoever in connection with such

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Vessel and all benefits of such policies and/or contracts (including all claims of whatsoever nature and return of premiums);

“Interest Payment Date” means in respect of the Loan  or any part thereof in respect of which a separate Interest Period is fixed the last day of the relevant Interest Period and in case of any Interest Period longer than three (3) months the date(s) falling at successive three (3) monthly intervals during such longer Interest Period and the last day of such Interest Period, provided, however, that if any of the aforesaid dates falls on a day which is not a Banking Day the Borrowers shall pay the accrued interest on the first Banking Day thereafter unless the result of such extension would be to carry such Interest Payment Date over into another calendar month in which event such Interest Payment Date shall be the immediately preceding Banking Day;

“Interest Period” means in relation to the Loan or any part thereof, each period for the calculation of interest in respect of the Loan or such part ascertained in accordance with Clauses 3.2 (Selection of Interest Period) and 3.3 (Determination of Interest Periods);

“ISM Code” means in relation to its application to the Borrowers, the Vessels and their operation:

(a) “The International Management Code for the Safe Operation of Ships and for Pollution Prevention”, currently known or referred to as the “ISM Code”, adopted by the Assembly of the International Maritime Organisation by Resolution A. 741(18) on 4th November, 1993 and incorporated on 19th May, 1994 into chapter IX of the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

(b) all further resolutions, circulars, codes, guidelines, regulations and recommendations which are now or in the future issued by or on behalf of the International Maritime Organisation or any other entity with responsibility for implementing the ISM Code, including without limitation, the “Guidelines on implementation or administering of the International Safety Management (ISM) Code by Administrations” produced by the International Maritime Organisation pursuant to Resolution A. 788(19) adopted on 25th November, 1995;

as the same may be amended, supplemented or replaced from time to time;

“ISM Code Documentation” includes:

(a) the DOC and SMC issued by a classification society in all respects acceptable to the Lender in its absolute discretion pursuant to the ISM Code in relation to the Vessels within the period specified by the ISM Code;

(b) all other documents and data which are relevant to the ISM SMS and its implementation and verification which the Lender may require by request; and

(c) any other documents which are prepared or which are otherwise relevant to establish and maintain each Vessel’s or each Owner’s compliance with the ISM Code which the Lender may require by request;

“ISM SMS” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

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“ISPS Code” means the International Ship and Port Security Code of the International Maritime Organization and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISSC” in relation to a Vessel means an International Ship Security Certificate issued in respect of such Vessel pursuant to the ISPS Code;

“Lender” means the Lender as specified in the beginning of this Agreement, and includes its successors in title and transferees;

“Lending Office” means the office of the Lender appearing at the beginning of this Agreement or any other office of the Lender designated by the Lender as the Lending Office by notice to the Borrowers;

“LIBOR” means, in relation to the Loan or any part of the Loan:

(a) the applicable Screen Rate at or about 11.45 a.m. (London time) on  the Quotation Day for Dollars and for a period equal in length to the Interest Period then applicable to the Loan or that part of the Loan; or

(b) as otherwise determined pursuant to Clause3.6(d) (Negotiation of alternative rate of interest),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

“Loan” means the aggregate principal amount of the Advances borrowed by the Borrowers in respect of the Commitment or (as the context may require) the principal amount owing to the Lender under this Agreement at any time;

“Major Casualty” in relation to a Vessel means any casualty to such Vessel in respect whereof the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds the Major Casualty Amount;

“Major Casualty Amount” means Eight hundred thousand Dollars ($800,000) or the equivalent in any other currency;

“Management Agreement” in relation to each Vessel means the agreement made between the Owner thereof, as owner, and the Approved Manager, as commercial technical manager, of that Vessel providing (inter alia) for the Approved Manager to manage that Vessel (together, the “Management Agreements”);

“MAPI” has the meaning given in Clause 10.9 (MII and MAPI costs);

“Margin” means three percent (3%) per annum;

“Market Value” in relation to a Vessel means the market value of such Vessel as determined in accordance with Clause 8.5(b) (Valuation of Vessels);

“Master Agreement” means the ISDA Master Agreement (as approved and issued by the International Swaps and Derivatives Association Inc. in its 2002 version) (Multicurrency - Crossborder) form as modified (or any other form of master agreement relating to interest or currency exchange transactions)) made or to be made between the Swap Bank and the Borrower, and includes the Schedule thereto and all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under the Master

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Agreement and any amending, supplementing or replacement agreements made from time to time, such master agreement to be applicable if and when a Transaction according to this Agreement is mutually agreed by the Swap Bank and the Borrowers;

“Master Agreement Liabilities” means, at any relevant time, all liabilities actual or contingent, present or future, of the Borrowers to the Lender under the Master Agreement;

“Master Agreement Swap Assignment” means a security assignment executed or (as the context may require) to be executed by the Borrowers in favour of the Lender, in the form agreed in writing between the Borrowers and the Lender, as the same may from time to time be amended and/or supplemented;

“Material of Environmental Concern” means and includes pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous substances as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act 1980;

“Material Adverse Change” means any event or series of events which, in the reasonable opinion of the Lender, is likely to have a Material Adverse Effect;

“Material Adverse Effect” means a material, in the reasonable opinion of the Lender, adverse effect on:

(a) the business, property, assets, liabilities, operations or condition (financial or otherwise) of the Borrowers and/or any other Security Party taken as a whole;

(b) the ability of any of the Borrowers and/or any other Security Party to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or

(c) the validity, legality or enforceability of any Finance Document or the rights and remedies of the Lender under any Finance Document;

“MII” has the meaning given in Clause 10.9 (MII and MAPI costs);

“month” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (i) if the period started on the last Banking Day in a calendar month or if there is no such numerically corresponding day, it shall end on the last Banking Day in such next calendar month and (ii) if such numerically corresponding day is not a Banking Day, the period shall end on the next following Banking Day in the same calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and “months” and “monthly” shall be construed accordingly;

“Mortgage” in relation to a Vessel means the first preferred ship mortgage or, as the case may be, first priority ship mortgage and the deed of covenant supplemental thereto on such Vessel to be executed by the Owner thereof in favour of the Lender in the form agreed in writing between the Borrowers and the Lender, as the same may from time to time be amended and/or supplemented (together, the “Mortgages”);

“Mortgaged Vessel(s)” means the Vessel(s) which remain mortgaged in favour of the Lender pursuant to this Agreement at any relevant time hereunder;

“Operating Account” means the account to be opened and maintained in the name of each Owner with the Lending Office or with any other branch of the Lender or any other office of the Lender or with such other bank as the Borrowers may request and the Lender may

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approve (at its sole discretion) or as may be required by and at the discretion of the Lender pursuant to Clause 13.7 (Relocation of Operating Accounts) and shall include any sub-accounts or call accounts (whether in Dollars or any other currency) opened under the same designation or any revised designation or number from time to time notified by the Lender to the Borrowers, to which (inter alia) all Earnings of the relevant Vessel and/or any other moneys are to be paid in accordance with the provisions of this Agreement and/or the relevant General Assignment and/or any of the other Finance Documents (together, the “Operating Accounts”);

“Operating Expenses” means, in relation to a Vessel, the voyage and operating expenses of that Vessel, including, but not limited to, the expenses for operating, crewing, victualing, insuring, maintaining, repairing and generally trading that Vessel (and if applicable, voyage expenses), the expenses for spares, administration and management of that Vessel (inclusive of the management fees) as well as the reserves that the Borrowers, acting reasonably, consider necessary for the commercial operation of that Vessel and the costs of intermediate and special surveys and dry docking of that Vessel;

“Operator” means any person who is from time to time during the relevant Security Period concerned in the operation of the Vessels (or any of them) and falls within the definition of “Company” set out in rule 1.1.2. of the ISM Code;

“Outstanding Indebtedness” means the aggregate of (a) the Loan and interest accrued and accruing thereon and (b) the Master Agreement Liabilities, and all other sums of any nature (including the Expenses) (together with all interest on any of those sums) which from time to time may be payable by the Borrowers to the Lender or the Swap Bank (as applicable) pursuant to the Finance Documents, whether actually or contingentlyand (d) any damages payable as a result of any breach by the Borrowers of any of the Finance Documents and (e) any damages or other sums payable as a result of any of the obligations of the Borrowers under or pursuant to any of the Finance Documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding;

“Owner” in relation to a Vessel means the owner of such Vessel as specified in the definition of the Vessels in this Clause 1.2 (together, the “Owners”);

“Party” means a party to this Agreement;

“Permitted Security Interest” means:

(a) Security Interests created by the Finance Documents;

(b) liens for unpaid crew’s wages in accordance with usual maritime practice;

(c) liens for salvage;

(d) liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to such Vessel not prohibited by this Agreement;

(e) liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Vessel, provided such liens do not secure amounts more than 60 days overdue (unless the overdue amount is being contested in good faith by appropriate steps) and, in the case of liens for repair or maintenance, in such Vessel is put in the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major

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Casualty Amount provided that (i) either that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on such Vessel or her earnings for the cost of such work or (ii) the previous consent of the Lender shall have been obtained (which consent shall not be unreasonably withheld);

(f) any Security Interest created in favour of a plaintiff, claimant or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Owner is prosecuting or defending such action in good faith by appropriate steps; and

(g) Security Interests arising by operation of law in respect of taxes which are not overdue for payment other than taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made;

“Pledged Deposit” has the meaning ascribed thereto in Clause 8.1(j) (Pledged Deposit);

“Quotation Day” means, in respect of any Interest Period in respect of which an interest rate is to be determined, the date falling two (2) Banking Days before the first day of that Interest Period unless market practice differs in the London interbank market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days);

“Registry” in relation to a Vessel means the offices of such registrar, commissioner or representative of the relevant Flag State who is duly authorised to register such Vessel, its Owner’s title thereto and the relevant Mortgage over such Vessel under the laws and flag of the relevant Flag State;

“Regulatory Agency” means the Government Entity or other organization in the relevant Flag State which has been designated by the government of the relevant Flag State to implement and/or administer and/or enforce the provisions of the ISM Code;

“Related Company” means any company or other entity which is a Subsidiary of the Borrowers and any Subsidiary of any such company or entity;

“Relevant Jurisdiction” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively connected;

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board;

“Relevant Party” means each Borrower and each Borrower's Related Companies (if any);

“Relevant Ship” means the Vessels and any other vessel from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or chartered to, by any Relevant Party;

“Replacement Benchmark” means a benchmark rate which is:

(a) formally designated, nominated or recommended as the replacement for a Screen Rate by:

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(i) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above;

(b) in the opinion of the Lender and the Borrowers, generally accepted in the international loan markets as the appropriate successor to a Screen Rate; or

(c) in the opinion of the Lender and the Borrowers, an appropriate successor to a Screen Rate;

“Requisition Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of “Total Loss”;

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers;

“Sanctions” means any economic, financial or trade sanctions laws, regulations, embargoes or other restrictive measures adopted, administered, enacted or enforced by any Sanctions Authority, or otherwise imposed by any law or regulation, compliance with which is reasonable in the ordinary course of business of the Borrowers (or any of them), any other Security Party and the Lender or to which the Borrowers, any other Security Party and the Lender are subject (which shall include without limitation, any extra-territorial sanctions imposed by law or regulation of the United States of America);

“Sanctions Authority” means:

(a) the government of the United States of America;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom; or

(e) the Flag State; or

(f) the respective governmental institutions and agencies of any of the foregoing including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury;

“Sanctions Restricted Jurisdiction” means any country or territory which is the target of country-wide or territory-wide Sanctions, including as at the date of this Agreement, Iran, Sudan, Syria, Crimea, North Korea and Cuba;

“Sanctions Restricted Person” means a person or vessel:

(a) that is, or is directly or indirectly, owned or controlled (as such terms are defined by the relevant Sanctions Authority) by, or acting on behalf of, one or more persons or entities on any list (each as amended, supplemented or substituted from time to time) of restricted entities, persons or organisations (or equivalent) published by a Sanctions Authority;

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(b) that is located or resident in or incorporated under the laws of, or owned or controlled by, a person located or resident in or incorporated under the laws of a Sanctions Restricted Jurisdiction; or

(c) that is otherwise the target or subject of Sanctions;

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Borrowers;

“Screen Rate Replacement Event” means, in relation to a Screen Rate:

(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Lender and the Borrowers, materially changed;

(b) (i)

(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

(v) in the opinion of the Lender and the Borrowers, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement;

“Security Documents” means:

(a) the Accounts Pledge Agreement;

(b) the Approved Manager’s Undertakings;

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(c) the General Assignments;

(d) the Mortgages;

(e) the Charterparty Assignment in respect of each Clearlake Charterparty;

(f) the Corporate Guarantee;

(g) any Credit Support Document;

(h) the Master Agreement Swap Assignment; and

(i) any other agreement or document (whether creating a Security Interest or not) that may have been or shall from time to time after the date of this Agreement be executed to guarantee and/or secure all or any part of the Outstanding Indebtedness and/or any and all other obligations of the Borrowers to the Lender pursuant to this Agreement and any other moneys from time to time owing or payable by the Borrowers under or in connection with this Agreement and/or any of the other documents referred to in this definition, as each such document may from time to time be amended and/or supplemented, and “Security Document” means any of them as the context may require;

“Security Interest” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer and/or retention arrest, seizure, garnishee order (whether nisi or absolute) or any other order or judgement arrangements having a similar effect) or other encumbrance of any kind or the security rights of a plaintiff under an action in rem or any right conferring a priority of payment in respect of any obligation of any person;

“Security Party” means each Borrower, the Corporate Guarantor, the Approved Manager and any other person (other than the Lender, the Charterer and any charterer) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”, and “Security Parties” means any or all of them, as the context may require;

“Security Period” means, in relation to a Vessel, the period commencing on and including the date hereof (or where the context may require, the Delivery Date relating to that Vessel) and terminating on and including the earlier of: (a) the date on which that Vessel ceases to be a Mortgaged Vessel or (b) the last day of the Facility Period;

“Security Requirement” means the amount in Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusively binding on the Borrowers) which is at any relevant time not less than two hundred percent (200%) of the Loan;

“Security Value” means the amount in Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrowers) which, at any relevant time is the aggregate Market Value of the Mortgaged Vessels as most recently determined in accordance with Clause 8.5(b) (Valuation of Vessels);

“Seller” means the Builder;

“SMC” means a safety management certificate issued in respect of the Vessels in accordance with rule 13 of the ISM Code;

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“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person;

“Swap Bank” means the Lender acting through its Lending Office or any other nominated office or branch as counter party in any Designated Transaction;

“Swap Exposure” means, as at any relevant date, the amount certified by the Lender to the Borrowers to be the aggregate net amount in Dollars which would be payable by the Borrowers to the Lender under (and calculated in accordance with) Section 6(e) (Payments on Early Termination) of the Master Agreement if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions entered into between the Borrowers and the Lender;

“Taxes” includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with interest thereon and penalties in respect thereof (except taxes concerning the Lender and imposed on the net income of the Lender) and “Taxation” shall be construed accordingly;

"Test Date" has the meaning given to it in Clause 8.5(b);

“Total Loss” means, in relation to a Vessel:

(a) actual, constructive, compromised or arranged total loss of that Vessel; or

(b) the Compulsory Acquisition of that Vessel unless it is within 45 sixty (60) days from the date of such occurrence redelivered to the full control of the Borrower, or if there is in place loss of hire insurance that will allow the relevant Borrower to continue to receive Earnings during such period of the Compulsory Acquisition, the period shall be extended to 180 days or such shorter period (not being less than 60 days) as is covered by the loss of hire insurance policy; or

(c) the condemnation, capture, seizure, confiscation, arrest or detention of that Vessel (other than where the same amounts to the Compulsory Acquisition of that Vessel) by any Government Entity, or by persons acting on behalf of any Government Entity, unless that Vessel be released and restored to the Owner thereof from such condemnation, capture, seizure, confiscation arrest or detention or within sixty (60) days after the occurrence thereof; or

(d) the hijacking, capture, seizure or confiscation of that Vessel arising as a result of a piracy or related incident unless that Vessel be released and restored to the Owner thereof from such hijacking, capture, seizure or confiscation within one hundred and twenty (120) days after the occurrence thereof;

“Total Loss Date” means, in relation to a Vessel:

(a) in the case of an actual loss of that Vessel, the date on which it occurred or, if that is unknown, the date when that Vessel was last heard of;

(b) in the case of a constructive, compromised, agreed or arranged total loss of that Vessel, the earliest of:

(i) the date on which a notice of abandonment is given to the insurers; And

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(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Owner of that Vessel with that Vessel's insurers in which the insurers agree to treat that Vessel as a total loss;

“Transferee” has the meaning ascribed thereto in Clause 14.3 (Assignment by the Lender);

“Transaction” means a Transaction entered into between the Lender and the Borrowers pursuant to the Master Agreement for the express purpose of hedging all or part of the Borrowers’ interest rate risk pursuant to this Agreement;

“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their Affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

“US” means the United States of America;

“US Tax Obligor” means:

(a) a Borrower which is resident for tax purposes in the US; or

(b) (other than as disclosed to the Lender) a Borrower or a Security Party some or all whose payments under the Finance Documents are from sources within the US for US federal income tax purposes;

“Vessels” means:

(a) the product/chemical tanker motor vessel designated on the date of this Agreement as Hull No. 2751 at the Builder’s yard constructed and sold by the Builder to the Borrower A pursuant to the relevant Contract, having IMO No. 9226009 and to be registered on the Delivery Date for that Vessel in the ownership of the Borrower A as owner ("Owner A") through the Registry under the laws and flag of the relevant Flag State, with the name “ECO YOSEMITE PARK" (the “Vessel A”); and

(b) the product/chemical tanker motor vessel designated on the date of this Agreement as Hull No. 2752 at the Builder’s yard constructed and sold by the Builder to the Borrower B pursuant to the relevant Contract, having IMO No. 9226009 and to be registered on the Delivery Date for that Vessel in the ownership of the Borrower B as owner ("Owner B" and together with Owner A, the "Owners") through the Registry under the laws and flag of the relevant Flag State, with the name “ECO JOSHUA PARK" (the “Vessel B”),

in each case, together with all her boats, engines, machinery tackle outfit spare gear fuel consumable and other stores belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and all the additions, improvements and replacements in or on the above described vessel,

(the Vessel A and the Vessel B hereinafter together called the “Vessels”, and “Vessel” means any of them, as the context may require);

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“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) in relation to any other applicable Bail-In Legislation or UK Bail-In Legislation:

(i) any powers under that Bail-In Legislation or, as the case may be, UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

1.3 (ii) any similar or analogous powers under that Bail-In Legislation or UK Bail-In Legislation.Interpretation

In this Agreement:

(a) Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement;

(b) subject to any specific provision of this Agreement or of any assignment and/or participation or syndication agreement of any nature whatsoever, reference to each of the parties hereto and to the other Finance Documents shall be deemed to be reference to and/or to include, as appropriate, their respective successors and permitted assigns;

(c) where the context so admits, words in the singular include the plural and vice versa;

(d) the words “including” and “in particular” shall not be construed as limiting the generality of any foregoing words;

(e) references to (or to any specified provisions of) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally, whether before the date of this Agreement or otherwise;

(f) references to Clauses and Schedules are to be construed as references to the Clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include all the terms of that Finance Document and any Schedules, Annexes or Appendices thereto, which form an integral part of same;

(g) references to the opinion of the Lender or a determination or acceptance by the Lender or to documents, acts, or persons acceptable or satisfactory to the Lender or the like shall be construed as reference to opinion, determination, acceptance or satisfaction of the Lender at the sole discretion of the Lender, and such

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opinion, determination, acceptance or satisfaction of the Lender shall be conclusive and binding on the Borrowers;

(h) references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any governmental or intergovernmental body, agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority or organisation and includes (without limitation) any or Basel III Regulation;

(i) references to any person include such person’s assignees and successors in title; and

(j) references to or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

1.4 Construction of certain terms

In this Agreement:

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

"continuing", in relation to any Default or any Event of Default, means that the Default or the Event of Default has not been remedied or waived;

“control” of an entity means:

(a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

(iii) give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or

(b) the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over the share capital shall be disregarded in determining the beneficial ownership of such share capital);

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and “controlled” shall be construed accordingly;

“document” includes a deed; also a letter or fax;

“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness and “guaranteed” shall be construed accordingly;

“law” includes any form of delegated legislation, any order or decree, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

“person” includes any individual, firm, company, corporation, unincorporated body of persons or any state, political sub-division or any agency thereof and local or municipal authority and any international organisation;

“policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“regulation” includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental, intergovernmental or supranational body, agency, department or regulatory, self‑regulatory or other authority or organisation;

“right” means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

“successor” includes any person who is entitled (by assignment, novation, merger or otherwise) to any other person’s rights under this Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other person;

“liquidation”, “winding up”, “dissolution”, or “administration” of person or a “receiver” or “administrative receiver” or “administrator” in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors.

1.5 Same meaning

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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1.6 Inconsistency

Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

1.7 Finance Documents

Where any other Finance Document provides that Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms), shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Security Party shall apply to that Finance Document as if set out in it but with all necessary changes.

2. THE LOAN

2.1 Commitment to lend

The Lender, relying upon (inter alia) each of the representations and warranties set forth in Clause 6 (Representations and warranties) and in each of the Security Documents, agrees to lend to the Borrowers in two (2) Advances and upon and subject to the terms of this Agreement the amount specified in Clause 1.1 (Amount and Purpose) and the Borrowers shall apply all amounts borrowed under the Commitment in accordance with Clause 1.1 (Amount and Purpose).

2.2 Drawdown Notice irrevocable

A Drawdown Notice must be signed by a director or a duly authorised attorney-in-fact of the Borrowers and shall be effective on actual receipt thereof by the Lender and, once served, it, subject as provided in Clause 3.6 (Market disruption – Non Availability), cannot be revoked without the prior consent of the Lender.

2.3 Drawdown Notice and commitment to borrow

Subject to the terms and conditions of this Agreement, each Advance shall be made to the Borrowers on the Drawdown Date for that Advance following receipt by the Lender from the Borrowers of a Drawdown Notice not later than 10 a.m. (London time) on two (2) Banking Days before the proposed Drawdown Date (which shall be a Banking Day falling within the Availability Period relating to that Advance), unless the Lender otherwise approves.  A Drawdown Notice shall be effective on actual receipt thereof by the Lender and, once given, shall, subject as provided in Clause 3.6 (Market disruption – Non Availability), be irrevocable.

2.4 Number of advances agreed

The Commitment shall be advanced to the Borrowers by two (2) Advances and any amount of the Commitment in respect of an Advance which has not been advanced to the Borrowers on the Drawdown Date for that Advance shall be cancelled and may not be borrowed by the Borrowers at a later date.

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2.5 Disbursement

Upon receipt of the relevant Drawdown Notice complying with the terms of this Agreement the Lender shall, subject to the provisions of Clause 7 (Conditions precedent), on the date specified in the relevant Drawdown Notice, make the relevant Advance available to the Borrowers, and payment to the Borrowers shall be made to the account which the Borrowers specify in the relevant Drawdown Notice.

2.6 Amount, Timing, limitation and purpose of Advances

(a) The Commitment:  The aggregate amount of the two (2) Advances in respect of the Commitment shall not exceed at any time hereunder Thirty seven million six hundred sixty thousand Dollars ($37,660,000).

(b) The Advances:

(i) the amount of the Advance relative to Vessel A shall not exceed the lesser of:

aa) Eighteen million eight hundred thirty thousand Dollars ($18,830,000); and

bb) Fifty per cent (50%) of the Contract Price of the Vessel A; and

(ii) the amount of the Advance relative to Vessel B shall not exceed the such amount which when aggregated with the amount of Advance A shall not exceed the lesser of:

aa) Thirty seven million six hundred sixty thousand Dollars ($37,660,000); and

bb) Fifty per cent (50%) of the aggregate amount of the Contract Prices of both Vessels;

(c) Application of Advance proceeds: The Borrowers shall procure that the proceeds of each Advance shall be applied in or towards payment to the Seller of part of the final instalment of the Contract Price for the relevant Vessel to which such Advance relates falling due on the relevant Delivery Date, and shall be made when such instalment has become due and payable.

(d) Borrower’s Equity: The Borrowers undertake to furnish the Lender prior to the drawdown of each Advance with (inter alia) satisfactory evidence to the Lender that the Borrower’s Equity in respect of the final instalment of the Contract Price of the Vessel relative thereto will be duly and promptly paid to the Seller through the Lender together with the that Advance.

(e) Conditions: Drawdown of each Advance is subject to fulfillment to the Lender's satisfaction of all of the relevant conditions precedent set out in Clause 7 (Conditions precedent).

2.7 Application of proceeds - No responsibility of the Lender

Without prejudice to the Borrowers’ obligations under Clause 8.1(d) (Use of Loan proceeds), the Lender is not bound to monitor or verify the application of any amount borrowed

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pursuant to this Agreement and shall have no responsibility for the application of the proceeds of the Loan (or any part thereof) by the Borrowers.

2.8 Termination date of the Commitment

Any part of the Commitment in respect of an Advance undrawn and uncancelled at the end of the Availability Period relating to that Advance shall thereupon be automatically cancelled.

2.9 Evidence

It is hereby expressly agreed and admitted by the Borrowers that abstracts or photocopies of the books of the Lender as well as statements of accounts or a certificate signed by an authorised officer of the Lender shall be conclusive binding and full evidence, save for manifest error, on the Borrowers as to the existence and/or the amount of the at any time Outstanding Indebtedness, of any amount due under this Agreement, of the applicable interest rate or Default Rate or any other rate provided for or referred to in this Agreement, the Interest Period, the payment or non-payment of any amount.  Nevertheless, enforcement procedures or any other court or out-of-court procedure can be commenced by the Lender on the basis of the above mentioned means of evidence including written statements or certificates of the Lender.

2.10 Cancellation

The Borrowers shall be entitled to cancel any undrawn part of the Commitment under this Agreement upon giving the Lender not less than five (5) Banking Days’ notice in writing to that effect, provided that no Drawdown Notice has been given to the Lender under Clause 2.3 (Drawdown Notice and commitment to borrow) for the full amount of the Commitment or in respect of the portion thereof in respect of which cancellation is required by the Borrowers.  Any such notice of cancellation, once given, shall be irrevocable.  Any amount cancelled may not be drawn. Notwithstanding any such cancellation pursuant to this Clause 2.10 the Borrowers shall continue to be liable for any and all amounts due to the Lender under this Agreement including without limitation any amounts due to the Lender under Clause 10 (Indemnities - Expenses – Fees).

2.11 No security or lien from other person

Neither of the Borrowers has taken or received, and each of the Borrowers undertakes that until all moneys, obligations and liabilities due, owing or incurred by the Borrowers under this Agreement and the Security Documents have been paid in full, none of the Borrowers will take or receive, any security or lien from any other person liable or for any liability whatsoever.

2.12 Disbursement of the Commitment to Seller’s Bank

(a) Notwithstanding the foregoing provisions of this Clause 2, in the event that an Advance is required to be drawn down prior to the satisfaction of the requirements of Clause 7 (Conditions precedent) and remitted to the Seller’s bank in accordance with the relevant clause of the relevant Contract (hereinafter the “Seller’s Bank”), the Lender may in its absolute discretion agree to remit such amount to the Seller’s Bank prior to the satisfaction of the requirements of Clause 7 (Conditions precedent) expressly subject to the following conditions:

(i) such amount is remitted to the Seller’s Bank to be held by it in an account in the Lender’s name and/or to the order of the Lender, to be held in a

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separate account (the “deposit account”);

(ii) the principal amount (the “deposited amount”) of such funds will only be released to the Seller strictly in accordance with the Lender’s instructions set out in the SWIFT payment instructions (together herein, the “SWIFT Instructions”) of the Lender to the Seller’s Bank;

(iii) the deposited amount so released may be used only for payment to the account of the Seller in satisfaction of the balance of the Contract Price of the Vessel relative to that Advance (for the purposes of this Clause 2.12, the “Relevant Vessel”); and

(iv) in the event that:

aa) none of the said amount so remitted is released (whether on the expected Delivery Date or thereafter) in accordance with the SWIFT instructions or any part thereof is not so released, or

bb) the Seller’s Bank fails to remit (or to order the remittance, as applicable) the said amount and any earned interest to the Operating Account and/or any other account designated by the Lender in accordance with the SWIFT Instructions:

(1) the continued failure of the Seller’s Bank to comply with the SWIFT instructions shall be deemed to be an Event of Default for the purposes of this Agreement and (2) the Borrowers shall forthwith upon demand by the Lender pay to the Lender such amounts that may be certified by the Lender as being the amount required to indemnify the Lender in respect of any cost transferred to the Lender in relation to the deposited amount from the date of payment thereof to the Seller’s Bank to the date of disbursement of the deposited amount to the Seller or the refund of the deposited amount to the Lender less the amount (if any) of the earned interest received by the Lender from the Seller’s Bank.

(v) Without prejudice to the obligations of the Borrowers to indemnify the Lender on demand, the Lender shall in good faith take reasonable and proper steps diligently to seek recovery of the deposited amount from the Seller’s Bank (provided that prior to taking such action the Borrowers shall have agreed to indemnify the Lender for all costs and expenses which may be incurred in seeking recovery of such amount, including, without limitation, all legal fees and disbursements reasonably and properly incurred) and if the Lender shall recover any part of the deposited amount (and provided that it has previously recovered full indemnification under Clause 2.12(a)(iv)) the Lender shall, so long as no Event of Default has occurred and is continuing, pay to the Borrowers the amount so recovered after subtracting any tax suffered or incurred thereon or Expenses incurred by the Lender.

(vi) The Lender shall have no liability whatsoever to the Borrowers or any other person for any loss caused by the Seller’s Bank’s failure for any reason whatsoever to remit the said amount and any earned interest to the designated account or to comply fully in accordance with the SWIFT Instructions.

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(vii) Any amounts remitted by the Seller’s Bank to the Lender and returned pursuant to this Clause 2.12 will be applied as follows, and express authority is hereby given by the Borrowers to the Lender to make such application, in case the purchase of the Relevant Vessel has been canceled or delayed these amounts together with the amount of the Pledged Deposit, shall be applied in or towards prepayment of the Outstanding Indebtedness in full, and the remaining amount (if any) shall be freely available to the Borrowers;

(viii) provided that if any such amount so returned is not a part of the amount of the Loan but part of the relevant Borrower’s Equity such amount shall be freely available to that Borrower.

The provisions of Clause 4.4 (Amounts payable on prepayment) shall apply to any prepayment of the Loan made under this Clause 2.12.

2.13 Hedging Strategy-Swap Designated Transactions

(a) If, at any time during the Facility Period, the Borrowers wish to enter into any Designated Transaction so as to hedge all or any part of its exposure under this Agreement to interest rate fluctuations), it shall advise the Lender in writing requesting the Lender’s consent, and no such transaction shall be concluded without the Lender’s prior written consent.

(b) Any such Designated Transaction shall be entered into pursuant to the hedging strategy discussed with the Lender pursuant to Clause 2.13(a) and shall be concluded with the Swap Bank under the Master Agreement, provided, however, that no such swap Designated Transaction or such other derivative transaction shall be concluded with any other counterparty (other than the Lender) unless the Lender first agrees to it in writing. If and when any such Designated Transaction derivative transaction or instrument has been concluded or executed with the Swap Bank, it shall constitute a Designated Transaction, and the Borrowers shall sign a Confirmation with the Swap Bank.

3. INTEREST

3.1 Normal Interest Rate

The Borrowers shall pay interest on each Advance (or as the case may be, each portion thereof to which a different Interest Period relates) in respect of each Interest Period (or part thereof) on each Interest Payment Date. The interest rate for the calculation of interest shall be the rate per annum determined by the Lender to be the aggregate of (i) the Margin and (ii) LIBOR for that Interest Period, unless there is an Alternative Rate in which case the interest rate for the calculation of interest shall be the rate per annum determined by the Lender to be the aggregate of (i) the Margin and (ii) the Alternative Rate.

3.2 Selection of Interest Period

(a) Notice: The Borrowers may by notice received by the Lender not later than 10:00 a.m. (London time) on the second Banking Day before the beginning of each Interest Period specify (subject to Clause 3.3 (Determination of Interest Periods) below) whether such Interest Period shall (subject to Clause 3.3(a) have a duration of one (1) or two (2) or three (3) months (or such other period as may be requested by the Borrowers and as the Lender, in its sole discretion, may agree to).

(b) Non-availability of matching deposits for Interest Period selected:  If, after the

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Borrowers by notice to the Lender have selected an Interest Period longer that three (3) months, the Lender notifies the Borrowers on the same Banking Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the London Interbank Market when that Interest Period commences, that Interest Period shall be of such duration as the Lender may advise the Borrowers in writing.

3.3 Determination of Interest Periods

Every Interest Period shall, subject to market availability to be conclusively determined by the Lender, be of the duration specified by the Borrowers pursuant to Clause 3.2 (Selection of Interest Periods) but so that:

(a) Initial Interest Period: the initial Interest Period in respect of the first Advance to be drawn will commence on the Drawdown Date of that Advance and end on the last day of the first Interest Period and each subsequent Interest Period in respect of that Advance will commence forthwith upon the expiry of the preceding Interest Period for that Advance. The initial Interest Period for the second Advance to be drawn will commence on the Drawdown Date of that Advance and may, at the Borrowers' option (in order for Interest Periods for both Advances to be consolidated) end on the last day of current Interest Period for the other Advance and each subsequent Interest Period in respect of that Advance will commence forthwith upon the expiry of the preceding Interest Period for that Advance;

(b) Last Interest Period: the last Interest Period for each Advance shall terminate on the Final Repayment Date for that Advance;

(c) Failure to notify: if the Borrowers fail to specify the duration of an Interest Period in accordance with the provisions of Clause 3.2 (Selection of Interest Period) and this Clause 3.3, such Interest Period shall have a duration of three (3) months unless another period shall be agreed between the Lender and the Borrowers provided, always, that such period (whether of three (3) months or of different duration) shall comply with this Clause 3.3,

provided, always, that:

(i) any Interest Period which commences on the last day of a calendar month, and any Interest Period which commences on the day on which there is no numerically corresponding day in the calendar month during which such Interest Period is due to end, shall end on the last Banking Day of the calendar month during which such Interest Period is due to end; and

(ii) if the last day of an Interest Period is not a Banking Day the Interest Period shall be extended until the next following Banking Day unless such next following Banking Day falls in the next calendar month in which case such Interest Period shall be shortened to expire on the preceding Banking Day.

3.4 Default Interest

(a) Default interest: If the Borrowers fail to pay any sum (including, without limitation, any sum payable pursuant to this Clause 3.4) on its due date for payment under any of the Finance Documents, the Borrowers shall pay interest on such sum from the due date up to the date of actual payment (as well after as before judgement) at the rate determined by the Lender pursuant to this Clause 3.4. The period beginning on such due date and ending on such date of payment shall be divided into successive

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periods as selected by the Lender each of which (other than the first, which shall commence on such due date) shall commence on the last day of the preceding such period.  The rate of interest applicable to each such period shall be the aggregate (as determined by the Lender) of (i) two per cent (2%) per annum, (ii) the Margin and (iii) LIBOR. Such interest shall be due and payable on the last day of each such period as determined by the Lender and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date, provided that if such unpaid sum is of principal which became due and payable by reason of a declaration by the Lender under Clause 9.2 (Consequences of Default – Acceleration) or a prepayment pursuant to Clauses 4.2 (Voluntary Prepayment), 4.3 (Compulsory Prepayment in case of Total Loss or sale of a Vessel), 8.5(a)(i), 12.1 (Unlawfulness) and 12.2 (Increased Cost) on a date other than an Interest Payment Date relating thereto, the first such period selected by the Lender shall be of a duration equal to the period between the due date of such principal sum and such Interest Payment Date and interest shall be payable on such principal sum during such period at a rate two per cent (2%) above the rate applicable thereto immediately before it fell due. If for the reasons specified in Clause 3.6 (Market disruption – Non Availability), the Lender is unable to determine a rate in accordance with the foregoing provisions of this Clause 3.4, interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Lender to be two per cent (2%) per annum above the aggregate of (i) the Margin and (ii) the Alternative Rate.

(b) Compounding of default interest:  Any such interest which is not paid at the end of the period by reference to which it was determined shall be compounded every 6 months and shall be payable on demand.

(c) Application to Master Agreement:  For the avoidance of doubt, this Clause 3.4 does not apply to any amount payable under the Master Agreement in respect of any continuing Designated Transaction as to which section 2(e) (Default Interest; Other Amounts) of the Master Agreement shall apply.

3.5 Notification of Interest and interest rate

The Lender shall notify the Borrowers promptly of the duration of each Interest Period and of each rate of interest determined by it under this Clause 3 without prejudice to the right of the Lender to make determinations at its sole discretion. In case that the Lender fails to notify the Borrowers as above, such failure will not affect the validity of the determination of the Interest Period and Interest Rate made pursuant to this Clause 3 and neither constitute nor will be interpreted as if to constitute a breach of obligation of the Lender except in case of wilful misconduct.

3.6 Market disruption – Non Availability

(a) Market Disruption Event - Notification: If and whenever, at any time prior to the commencement of any Interest Period, the Lender (in its discretion) shall have determined (which determination shall be conclusive in the absence of manifest error) that a Market Disruption Event has occurred in relation to the Loan for any such Interest Period, then the Lender shall forthwith give notice thereof (a “Determination Notice”) to the Borrowers stating the circumstances falling within Clause 3.6(c) (Meaning of “Market Disruption Event”) which have caused its notice to be given and the rate of interest on the Loan (or the relevant part thereof) for that Interest Period shall be the percentage rate per annum which is the sum of:

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(i) the Margin; and

(ii) the rate which expresses as a percentage rate per annum the cost to the Lender of funding the Loan (or the relevant part thereof) from whatever source it may reasonably select.

(b) Suspension of drawdown: If the Determination Notice is given before the Commitment (or a part thereof) is advanced, the Lender's obligation to make the Commitment (or a part thereof) available shall be suspended while the circumstances referred to in the Determination notice continue.

(c) Meaning of “Market Disruption Event”: In this Agreement “Market Disruption Event” means:

(i) at or about noon on the Quotation Day for the relevant Interest Period no Screen Rate is available for LIBOR for Dollars; and/or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Lender determines (in its sole discretion) that the cost to it of obtaining matching deposits in the London Interbank Market to fund the Loan (or the relevant part thereof) for such Interest Period would be in excess of the Screen Rate for such Interest Period; and

(iii) before close of business in London on the Quotation Day for the relevant Interest Period, deposits in Dollars are not available to the Lender in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan (or the relevant part thereof) for such Interest Period.

(d) Negotiation of alternative rate of interest:  If the Determination Notice is served after an Advance is borrowed, the Borrowers and the Lender shall enter into negotiations (for a period of not more than 15 days after the date on which the Lender serves the Determination Notice (the “Negotiation Period”) and shall use reasonable endeavours to agree, an alternative interest rate or (as the case may be) an alternative basis for the Lender to fund or continue to fund the Loan during the Interest Period concerned. During the Negotiation Period the Lender shall set an Interest Period and interest rate representing the Cost of Funding of the Lender in Dollars, in each case as determined by the Lender, of the Loan plus the Margin.

(e) Application of agreed alternative rate of interest: Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall be binding on the Lender and all Security Parties and shall take effect in accordance with the terms agreed.

(f) Alternative basis of interest in absence of agreement: If the Lender and the Borrowers will not enter into negotiations as provided in Clause 3.6(d) (Negotiation of alternative rate of interest) or if an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Lender shall set the following Interest Period and an interest rate representing the cost of funding of the Lender in Dollars of the Loan (or the relevant part thereof) plus the Margin for such Interest Period; if the relevant circumstances are continuing at the end of the Interest Period so set by the Lender and the Borrowers and the Lender are unable to agree a suitable alternative basis, the Lender shall continue to set the following

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Interest Period and an interest rate representing its cost of funding in Dollars of the Loan (or the relevant part thereof) plus the Margin for such Interest Period until such time as the circumstances specified in Sub-Clause 3.6(a) (Market Disruption Event) shall no longer exist, whereupon the normal rate of interest shall apply.

(f) Notice of prepayment: If the Borrowers do not agree with an interest rate set by the Lender under Clause 3.6(e) (Alternative basis of interest in absence of agreement), the Borrowers may give the Lender not less than 5 Banking Days’ notice of its intention to prepay the Loan at the end of the interest period set by the Lender.

(g) Prepayment; termination of Commitment: A notice under Clause 3.6(f) (Notice of prepayment) shall be irrevocable; and on the last Banking Day of the interest period set by the Lender, the Borrowers, if the Commitment has already been advanced, shall prepay (without premium or penalty) the Loan, together with accrued interest thereon at the applicable rate plus the Margin and the balance of the Outstanding Indebtedness or, if the Commitment has not been advanced, the Commitment shall be reduced to zero and no Advance shall be made to the Borrowers under this Agreement thereafter.

(h) Application of prepayment: The provisions of Clause 4 (Repayment-Prepayment) shall apply in relation to the prepayment made hereunder.

3.7 Replacement of Screen Rate

(a) If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:

(i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and

(ii)

(1) aligning any provision of any Finance Document to the use of that Replacement Benchmark;

(2) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(3) implementing market conventions applicable to that Replacement Benchmark;

(4) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(5) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

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may be made with the consent of the Lender and the Borrowers.

4. REPAYMENT - PREPAYMENT

4.1 Repayment

The Borrowers shall and it is expressly undertaken by the Borrowers to repay each Advance, jointly and severally in one amount on the Final Maturity Date for that Advance.

provided that (a) on the Final Maturity Date the Borrowers shall also pay to the Lender any and all other monies then due and payable under this Agreement and the other Finance Documents and (b) if the Final Maturity Date shall fall on a day which is not a Banking Day, the due date therefor shall be extended to the next succeeding Banking Day unless such Banking Day falls in the next calendar month, in which event such due date shall be the immediately preceding Banking Day.

4.2 Voluntary Prepayment

The Borrowers shall have the right, to prepay without premium or penalty, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrowers to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided that:

(a) the Lender shall have received from the Borrowers not less than five (5) days’ prior notice in writing (which shall be irrevocable) of their intention to make such prepayment and specify the account and the date on which such prepayment is to be made;

(b) such prepayment may take place only on the last day of an Interest Period relating to the whole of the Loan;

(c) each such prepayment shall be equal to One hundred thousand Dollars ($100,000) or a whole multiple thereof or the balance of the Loan;

(d) any prepayment of less than the whole of the Loan will be applied in or towards pro-rata reduction of the Advances;

(e) every notice of prepayment shall be effective only on actual receipt by the Lender, shall be irrevocable and shall oblige the Borrowers to make such prepayment on the date specified;

(f) no amount prepaid may be re-borrowed; and

(g) the Borrowers may not prepay the Loan or any part thereof save as expressly provided in this Agreement;

Provided always that if the Borrowers shall, subject always to Clause 4.2(a), make a prepayment on a Banking Day other than the last day of an Interest Period in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.

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4.3 Compulsory Prepayment in case of Total Loss or sale of a Vessel

(a) Total Loss of a Vessel: On a Mortgaged Vessel becoming a Total Loss:

(i) prior to the advancing of the Advance relative to that Mortgaged Vessel, the obligation of the Lender to make available that Advance shall immediately cease and the Commitment in respect of that Advance shall be reduced to zero; or

(ii) in case that Advance has been already made, on on the earlier of the date falling one hundred and eighty (180) days after the Total Loss Date and the date of receipt by the Lender of the insurance proceeds relating to such Total Loss, the Borrowers shall prepay to the Lender the Advance relative to the Mortgaged Vessel so lost in full together with the amounts payable under Clause 4.4 (Amounts payable on prepayment) and the Borrowers shall thereupon be obliged to make such repayment of that Advance and such amounts.

(b) Sale or refinancing of a Mortgaged Vessel:  In the event of a sale or other disposal of any Mortgaged Vessel or in case of refinancing of a Mortgaged Vessel by another bank or financial institution or if the Borrowers request the Lender’s consent for the discharge of the Mortgage registered on a Mortgaged Vessel the Borrowers shall prepay to the Lender the Advance relative to the Mortgaged Vessel so sold or refinanced in full together with the amounts payable under Clause 4.4 (Amounts payable on prepayment) and the Borrowers shall thereupon be obliged to make such prepayment of that Advance and such amounts and upon receipt of prepayment of such amounts, the Lender shall, at the Borrowers' request and expense, release all Security Documents which relate to the Vessel which has been sold;

provided, however, that if the relevant Mortgaged Vessel so lost or sold or otherwise disposed of is the last Mortgaged Vessel, then the full amount of the insurance or, as the case may be, the sale proceeds shall apply against repayment of the Outstanding Indebtedness and additionally the Borrowers shall pay to the Lender the balance (if any) of the Outstanding Indebtedness.

4.4 Amounts payable on prepayment

Any prepayment of all or part of the Loan under this Agreement shall be made together with:

(a) accrued interest on the amount of the Loan to the date of such prepayment (calculated, in the case of a prepayment pursuant to Clause 3.6 (Market disruption – Non Availability) at a rate equal to the aggregate of the Margin and the cost to the Lender of funding the Loan);

(b) any additional amount payable under Clause 5.3 (Gross Up);

(c) all other sums payable by the Borrowers to the Lender under this Agreement or any of the other Finance Documents including, without limitation, any cost arising from unwinding any then existing Designated Transaction under Clause 4.5(b) (Unwinding of Designated Transactions) and 4.5(g) Clause (Consequences of Designated Transactions being terminated), and any amounts payable under Clause 10 (Indemnities - Expenses – Fees); and

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(d) in relation to any prepayment made on a date other than an Interest Payment Date in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.

4.5 Master Agreement, Repayments and Prepayments

(a) Unwinding of Designated Transactions:  Notwithstanding any provision of the Master Agreement to the contrary, in the case of a prepayment of all or part of the Loan (including, without limitation, upon a Total Loss or sale in accordance with Clause 4.3 (Compulsory Prepayment in case of Total Loss or sale of the Vessel) or under Clause 8.5(a) (Security shortfall)), then subject to Clause 4.5(c) (Mismatch between Loan and Designated Transactions) the Lender shall be entitled but not obliged (and, where relevant, may do so without the consent of the Borrowers, where it would otherwise be required whether under the Master Agreement or otherwise) to request that the Borrowers and the Swap Bank amend, supplement, wholly or partially reverse, offset, unwind, cancel, close out, net out, liquidate, or otherwise terminate one or more of the continuing Designated Transactions or transfer or assign all or any part of the rights, benefits and obligations created by any Designated Transaction and/or the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Lender in its absolute discretion may determine and both the Swap Bank and the Borrowers’ continuing obligations under any Designated Transaction and/or the Master Agreement shall, unless agreed otherwise by the Lender, be calculated so far as the Lender considers it practicable by reference to the amended repayment schedule for the Loan taking into account the fact that less than the full amount of the Loan remains outstanding, so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 4.1(Repayment-Prepayment).

(b) Mismatch between Loan and Designated Transactions due to compulsory prepayment: If any amount of the Loan remains outstanding following a prepayment under this Agreement and the Lender in its absolute discretion agrees, following a written request of the Borrowers, that the Borrowers may be permitted to maintain all or part of a Designated Transaction in an amount not wholly matched with or linked to all or part of the Loan, the Borrowers shall within ten (10) days of being notified by the Lender of such requirement, provide the Lender with, or procure the provision to the Lender of, such additional security as shall in the opinion of the Lender be adequate to secure the performance of such Designated Transaction, which additional security shall take such form, be constituted by such documentation and be entered into between such parties, as the Lender in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document.

(c) Indemnity: The Borrowers shall on the first written demand of the Lender indemnify the Lender from time to time in respect of all liabilities, losses, costs and expenses (including, but not limited to, legal costs and expenses) suffered, incurred or sustained by the Lender arising in any way in relation to the exercise by the Lender of its rights under this Clause 4.5 and/or as a consequence of or in relation to the effecting of any matter or transactions referred to in this Clause 4.5 together (in each case) with interest at the Default Rate from the date of the Lender's demand

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until the date on which the Lender receives payment or reimbursement, before or after any relevant judgment.

(d) Commitment not drawn – Termination of Designated Transaction(s):  Notwithstanding any provision of the Master Agreement to the contrary, if for any reason, a Designated Transaction has been entered into but the Commitment (or any part thereof) is not drawn down under this Agreement then, subject to Clause 4.5(f) (Consequences of Designated Transactions being terminated) the Lender shall be entitled but not obliged (and, where relevant, may do so without the consent of the Borrowers where it would otherwise be required whether under the Master Agreement or otherwise) to request that the Borrowers and the Swap Bank amend, supplement, wholly or partially reverse, offset, unwind, cancel, close out, net out, liquidate, or otherwise terminate one or more of the continuing Designated Transactions or transfer or assign all or any part of the rights, benefits and obligations created by such Designated Transaction and/or the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Lender in its absolute discretion may determine.

(e) Commitment not drawn down – Obligation to provide additional security:  If a Designated Transaction has been entered into but the Commitment (or any part thereof) has not been drawn down under this Agreement and the Lender in its absolute discretion agrees, following a written request of the Borrowers, that the Borrowers may be permitted to maintain all or part of a Designated Transaction, the Borrowers shall within ten (10) days of being notified by the Lender of such requirement, provide the Lender with, or procure the provision to the Lender of, such additional security as shall in the opinion of the Lender be adequate to secure the performance of such Designated Transaction, which additional security shall take such form, be constituted by such documentation and be entered into between such parties, as the Lender in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document for the purposes of the Master Agreement and/or otherwise.

(f) Consequences of Designated Transactions being terminated: Without prejudice to or limitation of the obligations of the Borrowers under Clause 4.5(c) (Mismatch between Loan and Designated Transactions), in the event that the Lender exercises any of its rights under Clauses, 4.5(a) (Unwinding of Designated Transactions due to compulsory prepayment), 4.5(c) (Indemnity) or 4.5(e) (Commitment not drawn – Termination of Designated Transaction(s)) and such exercise results in all or part of a Designated Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Lender after an Event of Default (as so defined in that section 14) by the Borrowers and, accordingly, the Lender shall be permitted to recover from the Borrowers a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.

(g) Consent required: No Designated Transaction will be entered into without the specific consent of the Lender.

(h) Unwinding of Designated Transactions:  If required by the Swap Bank, on or prior to any repayment or prepayment under this Clause 4 or any other provision of this Agreement, the Borrowers shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that

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the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 4.1 (Repayment).

(i) Prepayment of Swap Benefit:  If a Designated Transaction is terminated in circumstances where the Swap Bank would be obliged to pay an amount to the Borrowers under the Master Agreement, the Borrowers hereby agrees that such payment  shall be deposited into the Operating Accounts, unless an Event of Default has occurred and is continuing, in which case such amount may, in the sole discretion of the Swap Bank, instead be applied in prepayment of the Loan in accordance with the provisions of Clause 4.4 (Amounts payable on prepayment) and the Borrowers hereby irrevocably authorise the Swap Bank to pay such amount to the Agent for such purpose.

5. PAYMENTS, TAXES AND COMPUTATION

5.1 Payment - No set-off or Counterclaims

(a) All payments to be made by the Borrowers under this Agreement and/or any of the other Finance Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up), free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows:

(i) in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred), not later than 10:00 a.m. (London time) on the Banking Day on which the relevant payment is due under the terms of this Agreement; and

(ii) to such account and at such bank as the Lender may from time to time specify for this purpose by written notice to the Borrowers, reference: “California 19 Inc./California 20 Inc./Loan Agreement dated: 12th March, 2020” provided, however, that the Lender shall have the right to change the place of account for payment, upon five (5) Banking Days’ prior written notice to the Borrowers.

(b) If at any time it shall become unlawful or impracticable for the Borrowers (or any of them) to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrowers may request and the Lender may agree to alternative arrangements for the payment of the amounts due by the Borrowers to the Lender under this Agreement or the other Finance Documents.

5.2 Payments on Banking Days

All payments due shall be made on a Banking Day.  If the due date for payment falls on a day which is not a Banking Day, that payment due shall be made on the immediately following Banking Day unless such Banking Day falls in the next calendar month, in which case payments shall fall due and be made on the immediately preceding Banking Day.

5.3 Gross Up

(a) If at any time any law, regulation, regulatory requirement or requirement of any governmental authority, monetary agency, central bank or the like compels the Borrowers to make payment subject to Governmental Withholdings, the Borrowers shall pay to the Lender such additional amounts as may be necessary to ensure that there will be received by the Lender a net amount equal to the full amount which

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would have been received had payment not been made subject to such Governmental Withholdings. The Borrowers shall indemnify the Lender against any losses or costs incurred by the Lender by reason of any failure of the Borrowers to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrowers shall, not later than thirty (30) days after each deduction, withholding or payment of any Governmental Withholdings, forward to the Lender official receipts and any other documentary receipts and any other documentary evidence reasonably required by the Lender in respect of the payment made or to be made of any deduction or withholding or Governmental Withholding. The obligations of the Borrowers under this provision shall, subject to applicable law, remain in force notwithstanding the repayment of the Loan and the payment of all interest due thereon pursuant to the provisions of this Agreement.

(b) For the avoidance of doubt, Clause 5.3(a) does not apply in respect of any FATCA Deductions or sums due from the Borrowers to the Lender under or in connection with the Master Agreement in respect of any continuing Designated Transaction as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of the Master Agreement shall apply.

5.4 Mitigation

If circumstances arise which would result in an increased amount being payable by the Borrowers under Clause 5.3 (Gross up) then, without in any way limiting the rights of the Lender under Clause 5.3 (Gross up), the Lender shall use reasonable endeavours to transfer the obligations, liabilities and rights under this Agreement and the Security Documents to another office or financial institution not affected by the circumstances, but the Lender shall be under no obligation to take any such action if in its opinion, to do so would or might:

(a) have an adverse effect on its business, operations or financial condition on the Lender; or

(b) involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent, with any regulation of the Lender; or

(c) involve the Lender in any expense (unless indemnified to its reasonable satisfaction) or tax disadvantage.

5.5 Claw-back of Tax benefit

If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) from any payment by the Borrowers, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, subject to the Borrowers having made any increased payment in accordance with Clause 5.3 (Gross-up) and to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrowers with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Borrowers. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that:

(a) the Lender shall not be obliged to allocate this transaction any part of a tax

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repayment or credit which is referable to a number of transactions;

(b) nothing in this Clause shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations;

(c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrowers (or any of them) have/has made an increased payment under this Clause;

(d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrowers; and

(e) without prejudice to the generality of the foregoing, the Borrowers shall not, by virtue of this Clause 5.5, be entitled to enquire about the Lender’s tax affairs.

5.6 Loan Account

All sums advanced by the Lender to the Borrowers under this Agreement and all interest accrued thereon and all other amounts due under this Agreement from time to time and all repayments and/or payments thereof shall be debited and credited respectively to a separate loan account maintained by the Lender in accordance with its usual practices in the name of the Borrowers. The Lender may, however, in accordance with its usual practices or for its accounting needs, maintain more than one account, consolidate or separate them but all such accounts shall be considered parts of one single loan account maintained under this Agreement.  In case that a ship mortgage in the form of Account Current is granted as security under this Agreement, the account(s) referred to in this Clause shall be the Account Current referred to in such mortgage.

5.7 Computation

All interest and other payments payable by reference to a rate per annum under this Agreement shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year.

6. REPRESENTATIONS AND WARRANTIES

6.1 Continuing representations and warranties

The Borrowers jointly and severally represent and warrant to the Lender that;

(a) Due Incorporation/Valid Existence:  Each of the Borrowers and the other corporate Security Parties is duly incorporated and validly existing and in good standing under the laws of their respective countries of incorporation, and have power to own their respective property and assets, to carry on their respective business as the same are now being lawfully conducted and to purchase, own, finance and operate vessels, or, as the case may be, manage vessels, as well as to undertake the obligations which such Security Party has undertaken or shall undertake pursuant to the Finance Documents and does not have a place of business in the United Kingdom or the United States of America;

(b) Due Corporate Authority:  Each of the Borrowers has power to execute, deliver and perform its obligations under the Finance Documents to which is or is to be a party and to borrow the Commitment, to enter into Designated Transactions under the

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Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which it is or is to be a party and each of the other Security Parties has power to execute and deliver and perform its/his obligations under the Finance Documents to which it/he is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Borrowers (or any of them) to borrow will be exceeded as a result of borrowing the Loan;

(c) No conflict with other obligations:  the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Finance Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Borrowers (or any of them) or any other Security Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Borrowers (or any of them) or any other Security Party is a party or is subject to or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the memorandum and articles of association/articles of incorporation/by-laws/statutes or other constitutional documents of the Borrowers (or any of them) or any other Security Party or (iv) result in the creation or imposition of or oblige the Borrowers (or any of them) or any other Security Party to create any Security Interest (other than a Permitted Security Interest) on any of the undertakings, assets, rights or revenues of the Borrowers (or any of them) or any other Security Party;

(d) Financial Condition:  the financial condition of the Borrowers (or any of them) and of the other Security Parties has not suffered any material deterioration since that condition was last disclosed to the Lender;

(e) No Immunity:  neither the Borrowers nor any other Security Party nor any of their respective assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);

(f) Shipping Company:  each of the Borrowers and the Approved Manager is a shipping company involved in the owning or, as the case may be, managing of ships engaged in international voyages and earning profits in free foreign currency;

(g) Licences/Authorisation:  every consent, authorisation, license or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by any Security Party to authorise, or required by any Security Party in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of each of the Finance Documents or the performance by each Security Party of its obligations under the Finance Documents to which such Security Party is or is to be a party has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same so far as the Borrowers are aware;

(h) Perfected Securities: the Finance Documents do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

(i) constitute the relevant Security Party's legal, valid and binding obligations

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enforceable against that Security Party in accordance with their respective terms (having the requisite corporate benefit which is legally and economically sufficient); and

(ii) create legal, valid and binding Security Interests (having the priority specified in the relevant Finance Document) enforceable in accordance with their respective terms over all the assets and revenues intended to be covered to which they, by their terms, relate, subject to any relevant insolvency laws affecting creditors' rights generally;

(i) No third party Security Interests: without limiting the generality of Clause 6.1(i) (Perfected Securities), at the time of the execution and delivery of each Finance Document to which each Borrower is a party:

(i) each Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and

(ii) no third party will have any Security Interests (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates; and

(j) Valid Choice of Law:  the choice of law agreed to govern this Agreement and/or any other Finance Document and the submission to the jurisdiction of the courts agreed in each of the Finance Documents are or will be, on execution of the respective Finance Documents, valid and binding on each of the Borrowers and any other Security Party which is or is to be a party thereto.

6.2 Initial representations and warranties

The Borrowers further jointly and severally represent and warrant to the Lender that:

(a) Direct obligations - Pari Passu: the obligations of the Borrowers under this Agreement are direct, general and unconditional obligations of the Borrowers and rank at least pari passu with all other present and future unsecured and unsubordinated Financial Indebtedness of the Borrowers with the exception of any obligations which are mandatorily preferred by law;

(b) Information:  all information, accounts, statements of financial position, exhibits and reports furnished by or on behalf of any Security Party to the Lender in connection with the negotiation and preparation of this Agreement and each of the other Finance Documents are true and accurate in all material respects and not materially misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; to the best knowledge of the Directors/Officers or shareholders of the Borrowers there are no other facts the omission of which would make any fact or statement therein misleading and, in the case of accounts and statements of financial position, they have been prepared in accordance with generally accepted international accounting principles, standards and practices which have been consistently applied;

(c) Litigation: no litigation or arbitration, tax claim or administrative proceeding (including action relating to any alleged or actual breach of the ISM Code and the ISPS Code) involving a potential liability of the Borrowers (or any of them) or any other Security Party is current or pending or (to its or its officers’ knowledge) threatened against the Borrowers (or any of them) or any other Security Party, which, if adversely determined, would have a Material Adverse Effect of any of them;

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(d) No Default:  no Default has occurred and is continuing;

(e) No Taxes:  except in respect of any FATCA Deduction, no Taxes are imposed by deduction, withholding or otherwise on any payment to be made by any Security Party under this Agreement and/or any other of the Finance Documents or are imposed on or by virtue of the execution or delivery of this Agreement and/or any other of the Finance Documents or any document or instrument to be executed or delivered hereunder or thereunder.  In case that any Tax exists now or will be imposed in the future, it will be borne by the Borrowers;

(f) No Default under other Financial Indebtedness:  neither of the Borrowers nor any other Security Party is in Default under any agreement relating to Financial Indebtedness to which it is a party or by which it is or may be bound;

(g) Ownership/Flag/Seaworthiness/Class/Insurance of the Vessels: each Vessel on the Delivery Date thereof will be:

(i) in the absolute and free from Security Interests (other than in favour of the Lender) ownership of the Owner thereof who is and will on and after the Drawdown Date or, as the case may be, the Delivery Date be the sole legal and beneficial owner of that Vessel;

(ii) registered in the name of the Owner thereof through the relevant Registry of the port of registry of the Flag State under the laws and flag of the Flag State;

(iii) operationally seaworthy and in every way fit for service;

(iv) classed with a Classification Society member of IACS, which has been approved by the Lender in writing and such classification is and will be free of all requirements and recommendations of such Classification Society;

(v) insured in accordance with the provisions of this Agreement and the relevant Mortgage;

(vi) managed by the Approved Manager; and

(vii) in full compliance with the ISM and the ISPS Code;

(h) No Charter:  save for the relevant Clearlake Charterparty and any relevant Clearlake Sub Charter and save as otherwise permitted in writing by the Lender, neither of the Vessels will on or before the relevant Delivery Date be subject to any charter or contract nor to any agreement to enter into any charter or contract which, if entered into after the relevant Delivery Date would have required the consent of the Lender under any of the Finance Documents and there will not on or before the relevant Delivery Date be any agreement or arrangement whereby the Earnings of that Vessel may be shared with any other person;

(i) No Security Interests: neither Vessel, nor its Earnings, Requisition Compensation or Insurances nor any other properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof will, on the relevant Drawdown Date or, as the case may be, the relevant Delivery Date, be subject to any Security Interests other than Permitted Security Interests or otherwise permitted by the Finance Documents;

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(j) Compliance with Environmental Laws and Approvals: except as may already have been disclosed by the Borrowers in writing to, and acknowledged in writing by, the Lender:

(i) each Borrower and, to the best of its knowledge and belief, its Related Companies have complied with the provisions of all Environmental Laws;

(ii) each Borrower and, to the best of its knowledge and belief, its Related Companies have obtained all Environmental Approvals and are in compliance with all such Environmental Approvals; and

(iii) neither the Borrowers nor, to the best of its knowledge and belief, any of their respective Related Companies have received notice of any Environmental Claim that the Borrowers or any of their respective Related Companies are not in compliance with any Environmental Law or any Environmental Approval;

(k) No Environmental Claims: except as may already have been disclosed by the Borrowers in writing to, and acknowledged in writing by, the Lender:

(i) there is no Environmental Claim pending or, to the best of the Borrowers’ knowledge and belief, threatened against either Borrower or its Vessel or that Borrower’s Related Companies or any other Relevant Ship; and

(ii) there has been no emission, spill, release or discharge of a Material of Environmental Concern from the Vessels or any other Relevant Ship or any vessel owned by, managed or crewed by or chartered to either Borrower which could give rise to an Environmental Claim;

(l) Copies true and complete: the copies of the Contracts and the Management Agreements delivered or to be delivered to the Lender pursuant to Clause 7.1 (Conditions precedent to the execution of this Agreement) are, or will when delivered be, true and complete copies of such documents; such documents will when delivered constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there will have been no amendments or variations thereof or defaults thereunder;

(m) DOC and SMC: in relation to each Vessel the DOC applicable to the Approved Manager and the SMC applicable to that Vessel are presently in full effect;

(n) Compliance with ISM Code: each Vessel will comply on the relevant Drawdown Date or, as the case may be, the relevant Delivery Date, and the Operator complies with, the requirements of the ISM Code and the SMC which has been or, as the case may be, shall be issued in respect of each relevant Vessel shall remain valid on the relevant Drawdown Date or, as the case may be, the relevant Delivery Date and thereafter throughout the relevant Security Period;

(o) Compliance with ISPS Code:  each Borrower will have upon Delivery a valid and current ISSC in respect of its Vessel and will comply on Delivery and the Operator complies with the requirements of the ISPS Code and the ISSC which shall be issued in respect of that Vessel on Delivery and which shall remain valid thereafter throughout the relevant Security Period;

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(p) Shareholdings:

(i) all the shares in each Borrower are legally and beneficially held directly or indirectly by the Beneficial Shareholders disclosed to the Lender before signing of this Agreement; and

(ii) no change of control has been made directly or indirectly in the ownership, beneficial ownership, or management of either Borrower or any share therein or of either Vessel and at least 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) of the shares and voting rights in each Borrower or, as the case may be, the Corporate Guarantor will remain throughout the Security  Period in the ultimate legal and beneficial ownership of the Beneficial Shareholders disclosed to the Lender before signing of this Agreement unless otherwise permitted by the Lender;

(q) No US Tax Obligor: (other than as disclosed to the Lender) none of the Security Parties is a US Tax Obligor;

(r) Sanctions: none of the Security Parties:

(i) is a Sanctions Restricted Person;

(ii) owns or controls directly or indirectly a Sanctions Restricted Person; or

(iii) has a Sanctions Restricted Person serving as a director, officer or, to the best of its knowledge, employee; and

(iii) no proceeds of the Loan shall be made available, directly or to the knowledge of the Borrowers, or any of them (after reasonable enquiry) indirectly, to or for the benefit of a Sanctions Restricted Person contrary to Sanctions or for transactions in a Sanctions Restricted Jurisdiction nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions;

(s) Taxes paid: each of the Borrowers has paid all taxes applicable to, or imposed on or in relation to itself, its business or its Vessel except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail;

(t) No default under a Contract: neither Borrower is in default under any of its obligations under the Contract relative thereto;

(u) Contract Valid:  the copy of the Contract to be delivered to the Lender shall be a true and complete copy of such document constituting valid and binding obligations of the parties thereto enforceable in accordance with its terms and no amendments thereto or variations thereof shall have been (or will be) agreed nor shall any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable; and

(v) No Rebates: there will be no commissions, rebates premiums or other payments by or to or on account of either Borrower or any other Security Party or, to the knowledge of the Borrowers, any other person in connection with the Contracts (or either of them) other than as shall be disclosed to the Lender by the Borrowers in writing.

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(w) No Notarisation/Filing/Recording:  save for the registration of any Mortgage in the appropriate shipping Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or any of the other Finance Documents that it or they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere or that any stamp, registration or similar tax or charge be paid on or in relation to this Agreement or the other Finance Documents.

6.3 Money laundering - acting for own account

Each of the Borrowers further jointly and severally represents and warrants and confirms to the Lender that it is the beneficiary for each part of the Loan made or to be made available to it and it will promptly inform the Lender by written notice if it is not, or ceases to be, the beneficiary and notify the Lender in writing of the name and the address of the new beneficiary/beneficiaries; each of the Borrowers is aware that under applicable money laundering provisions, it has an obligation to state for whose account the Loan is obtained; each of the Borrowers confirms that, by entering into this Agreement and the other Finance Documents, it is acting on its own behalf and for its own account and it is obtaining the Loan for its own account. In relation to the borrowing by the Borrowers of the Loan, the performance and discharge of its obligations and liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the Documents to which each of the Borrowers is a party, it is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Community).

6.4 Representations Correct

At the time of entering into this Agreement all above representations and warranties or any other information given by the Borrowers and/or the Approved Manager to the Lender are true and accurate.

6.5 Repetition of Representations and Warranties

The representations and warranties in this Clause 6 (except in relation to the representations and warranties in Clause 6.2 (Initial representations and warranties)) shall be deemed to be repeated by the Borrowers:

(a) on the date of service of the Drawdown Notice;

(b) on the Drawdown Date; and

(c) on each Interest Payment Date throughout the Facility Period,

as if made with reference to the facts and circumstances existing on each such day.

7. CONDITIONS PRECEDENT

7.1 Conditions precedent to the execution of this Agreement

The obligation of the Lender to make the Commitment or any part thereof available shall be subject to the condition that the Lender, shall have received, not later than two (2) Banking Days before the day on which the first Drawdown Notice is given, the following documents and evidence in form and substance satisfactory to the Lender:

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(a) Constitutional Documents: a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party;

(b) Certificates of incumbency: a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority and/or at the discretion of the Lender signed by the secretary or a director of each of them respectively, stating the corporate body which binds every one of them, the officers and/or the directors of each of them and containing specimens of their signatures;

(c) Shareholding: a statement to the Lender confirming the identity of the Beneficial Shareholder(s) of each of the Borrowers in line with “know your customer” procedures of the Lender for opening account purposes, who should be acceptable in all respects to the Lender; in the event that the Lender agrees (at its sole discretion) that a Borrower may have a corporate shareholder, the conditions set out in Sub-clauses (a) (Constitutional Documents), (b) (Certificates of incumbency), (d) (Resolutions) and (e) (Powers of Attorney) of this Clause 7.1 shall apply (mutatis mutandis) to such corporate shareholder;

(d) Resolutions: minutes of separate meetings of the directors and (if required) shareholders of each of the Borrowers and the Security Parties at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Finance Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant Security Party is or is to be a party;

(e) Powers of Attorney: the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Finance Documents, and any other documents executed or to be executed pursuant hereto or thereto on behalf of any corporate person;

(f) Consents: evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Finance Documents;

(g) Fees:  evidence that the fees referred to in Clause 10.14 (Arrangement Fee) have been paid in full;

(h) DOC:  a copy of the DOC applicable to each Operator certified as true and in effect;

(i) Other documents: any other documents or recent certificates or other evidence which would be required by the Lender in relation to each Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and is in good standing;

(j) Contracts - Management Agreements – Assignable Charterparty: a copy of each of the following documents certified as true and complete by the legal counsel of the Borrowers:

(i) the Contracts;

(ii) the Management Agreements evidencing that each Vessel is managed by the Approved Manager on terms acceptable to the Lender; and

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(iii) the Clearlake Charterparties; and

(k) Operating Accounts: evidence that the Operating Accounts have been duly opened and all mandate forms and other legal documents required for the opening of an account under any applicable law, as well as signature cards and properly adopted authorizations have been duly delivered to and have been accepted by the compliance department of the Lender.

7.2 Conditions precedent to the making of the Commitment

The obligation of the Lender to make available an Advance (the “Relevant Advance”) is subject to the further condition that the Lender shall have received prior to the relevant Drawdown Date for the Relevant Advance or, where this is not possible, simultaneously with the drawdown of the Relevant Advance or the Drawdown Date of the Relevant Advance:

(a) Conditions precedent: evidence that the conditions precedent set out in Clause 7.1 (Conditions precedent to the execution of this Agreement) remain fully satisfied;

(b) Drawdown Notice: the Drawdown Notice for the Relevant Advance duly executed, issued and delivered to the Lender as provided in Clause 2.2 (Drawdown Notice and commitment to borrow);

(c) Security Documents:  each of the following Security Documents duly executed and where appropriate duly registered with the Registry or any other competent authority (as required):

(i) the relevant Mortgage;

(ii) the relevant General Assignment;

(iii) the relevant Approved Manager’s Undertaking;

(iv) the relevant Charterparty Assignment; and

(v) duly executed notices of assignment required by the terms and in the forms prescribed by the Security Documents;

(d) Title and no Security Interests:  evidence that, prior to or simultaneously with the drawdown, the Vessel relative to the Relevant Advance (the “Relevant Vessel”) will be duly registered in the ownership of the Owner thereof with the Registry and under the laws and flag of the Flag State free from any Security Interests save for those in favour of the Lender and otherwise as contemplated herein;

(e) Insurances: evidence in form and substance satisfactory to the Lender that the Relevant Vessel has been or will – upon Delivery - be insured in accordance with the insurance requirements provided for in this Agreement and the Security Documents, to be followed by full copies of cover notes, policies, certificates of entry or other contracts of insurance and irrevocable authority is hereby given to the Lender at any time at its discretion to obtain copies of the policies, certificates of entry or other contracts of insurance from the insurers and/or obtain any information in relation to the Insurances relating to the Relevant Vessel;

(f) Insurers’ confirmations: all necessary confirmations from the insurers of each Vessel that they will issue letters of undertaking and endorse notice of assignment and loss

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payable clauses on the Insurances, in form and substance satisfactory to the Lender in its sole discretion and - in the event of fleet cover - accompanied by waivers for liens for unpaid premium of other vessels managed by the Approved Manager and which are not subject to any mortgage in favour of the Lender) and (if required by the Lender) an opinion signed by an independent firm of marine insurance brokers appointed and/or approved by the Lender at the expenses of the Borrowers confirming the adequacy of the Insurances maintained on each Vessel;

(g) MII & MAPI: the MII and MAPI shall have been effected by the Lender, but at the expense of the Borrowers as provided in Clause 10.9 (MII and MAPI costs);

(h) Access to class records: due authorisation from the Drawdown Date in form and substance satisfactory to the Lender authorising the Lender to have access and/or obtain any copies of class records or other information at its discretion from the Classification Society of the Relevant Vessel, provided however, that the Lender shall not exercise such right unless and until an Event of Default has occurred and is continuing;

(i) Mortgage registration; evidence that the relevant Mortgage on or before the Drawdown Date for the Relevant Advance or, if later, on the Delivery Date of the Relevant Vessel will be registered against the Relevant Vessel through the Registry under the laws and flag of the Flag State;

(j) Trading certificates: upon issuance, copies of the trading certificates of the Relevant Vessel certified as true and complete by the legal counsel of the Borrowers evidencing the same to be valid and in force;

(k) Class confirmation:  evidence from the Classification Society that on the relevant Drawdown Date or the Delivery Date of the Relevant Vessel is classed with the class notation (referred to in the Mortgage relative thereto), with the Classification Society or to a similar standard with another classification society of like standing to be specifically approved by the Lender and remains free from any overdue requirements or recommendations affecting her class;

(m) Trim and stability booklet:  if so requested by the Lender, an extract of the trim and stability booklet certifying the lightweight of the Relevant Vessel, certified as true and complete by the legal counsel of the Borrowers;

(n) SMC: a certified copy of the SMC for the Relevant Vessel;

(o) ISM Code Documentation: copies of such applications for ISM Code Documentation as the Lender may by written notice to the Borrowers have requested not later than five (5) days before the relevant Drawdown Date or immediately after the Delivery Date of the Relevant Vessel certified as true and complete in all material respects by the Borrowers and the Approved Manager;

(p) ISPS Code compliance:

(i) evidence satisfactory to the Lender that the Relevant Vessel is subject to a ship security plan which complies with the ISPS Code (such as proof that a security plan has been submitted to the recognized organisation for approval); and

(ii) a copy, certified as a true and complete copy of the ISSC for the Relevant Vessel delivered to the Lender on the Drawdown Date or immediately after the Delivery Date of the Relevant Vessel;

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(r) Valuation:  charter free valuation of the Relevant Vessel from an Approved Shipbroker, satisfactory to the Lender, to be obtained or approved by the Lender, at the Borrowers’ expense, not earlier than twenty (20) days prior to the expected Drawdown Date, made on the basis and in the manner specified in Clause 8.5(b) (Valuation of Vessels);

(s) Insurance Letter:  the Insurance Letter in respect of the Relevant Vessel duly executed;

(t) Confirmations from process agents: confirmation from any agents nominated in this Agreement and elsewhere in the other Finance Documents for the acceptance of any notice or service of process, that they consent to such nomination;

(u) Acknowledgement of Receipt: a receipt in writing of a Drawdown Notice including an acknowledgement and admission of the Borrowers and the Corporate Guarantor to the effect that the Commitment or relevant part thereof (as the case may be) will be drawn by the Borrowers and a declaration by the Borrowers and the Corporate Guarantor that all conditions precedent have been fulfilled, that there is no Event of Default and that all the representations and warranties are true and correct;

(v) Legal opinions: draft opinion from lawyers appointed by the Lender as to all the matters referred to in Clause 6.1(a) (Due Incorporation/Valid Existence) and Clause 6.1(b) (Due Corporate Authority) and all such aspects of law as the Lender shall deem relevant to this Agreement and the other Finance Documents and any other documents executed pursuant hereto or thereto and any further legal opinion as the Lender at its sole discretion may require;

(w) Flag State opinion:  draft opinion of legal advisers to the Lender on matters of the laws of the Flag State of the Relevant Vessel;

(x) Borrower’s Equity, Contract Price paid: evidence that the Borrower’s Equity payable to the Seller pursuant to the relevant Contract which is not being funded pursuant to this Agreement has been paid by the relevant Borrower to the Seller and evidence that the Contract Price of the Relevant Vessel has been (or upon her delivery will have been paid) in full in accordance with the provisions of the Contract relative thereto);

(y) Commercial invoice: a commercial invoice or any other similar document addressed by the Builder to the Owner of the Relevant Vessel in respect of the full amount of the Contract Price of the Relevant Vessel;

(z) Seller’s documents: duly certified copy of the Bill of Sale, Builder’s Certificate, protocol of delivery and acceptance of the Relevant Vessel as well as of all other Seller’s documents, upon her Delivery; and

(aa) No Security Interests on previous register: evidence that no Security Interests are registered on Delivery against the Relevant Vessel on her previous register (if any).

7.3 No change of circumstances

The obligation of the Lender to make available the Relevant Advance is subject to the further condition that at the time of the giving of a Drawdown Notice and on advancing the Relevant Advance:

(a) Representations and warranties: the representations and warranties set out in Clause 6 (Representations and warranties) and in each of the other Finance

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Documents are true and correct in all material respects on and as of each such time as if each was made with respect to the facts and circumstances existing at such time;

(b) No Event of Default:  no Event of Default shall have occurred and be continuing or would result from the drawdown;

(c) No change:  the Lender shall be satisfied that (i) there has been no change in control directly or indirectly in the ownership, beneficial ownership, or management of either Borrower or any share therein or of either Vessel and (ii) 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) of the shares and 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) the voting rights attaching to those shares and the legal ownership of those shares in each Borrower or, as the case may be, the Corporate Guarantor remain in the ultimate legal and beneficial ownership of the Beneficial Shareholders disclosed to the Lender prior to the date of this Agreement and (iii) there has been no Material Adverse Change in the financial condition of any Security Party which (change) might, in the sole opinion of the Lender, be detrimental to the interests of the Lender; and

(d) No Market Disruption Event:  none of the circumstances contemplated by Clause 3.6 (Market disruption – Non Availability) has occurred and is continuing.

7.4 Know your customer and money laundering compliance

The obligation of the Lender to advance the Commitment or any part thereof is subject to the further condition that the Lender, prior to or simultaneously with the drawdown of an Advance, shall have received, to the extent required by any change in applicable law and regulation or any changes in the Lender’s own internal guidelines since the date on which the applicable documents and evidence were delivered to the Lender pursuant to Clause 8.9 (Know your customer and money laundering compliance), such further documents and evidence as the Lender shall require to identify the Borrowers and the other Security Parties and any other persons involved or affected by the transaction(s) contemplated by this Agreement.

7.5 Further documents

Without prejudice to the provisions of this Clause 7 each of the Borrowers hereby undertakes with the Lender to make or procure to be made such amendments and/or additions to any of the documents delivered to the Lender in accordance with this Clause 7 and to execute and/or deliver to the Lender or procure to be executed and/or delivered to the Lender such further documents as the Lender and its legal advisors may reasonably require to satisfy themselves that all the terms and requirements of this Agreement have been complied with within such reasonable timeframes as may be determined by the Lender.

7.6 Waiver of conditions precedent

The conditions specified in this Clause 7 are inserted solely for the benefit of the Lender and may be waived by the Lender in whole or in part and with or without conditions. Without prejudice to any of the other provisions of this Agreement, in the event that the Lender, in its sole and absolute discretion, makes an Advance available to the Borrowers prior to the satisfaction of all or any of the conditions referred to in Clauses 7.1 (Conditions precedent to the execution of this Agreement), 7.2 (Conditions precedent to the making of the Commitment)

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and 7.3 (No change of circumstances), each of the Borrowers hereby covenants and undertakes to satisfy or procure the satisfaction of such condition or conditions by no later than thirty (30) days after the relevant Drawdown Date or within such longer period as the Lender may, in its sole and absolute discretion, agree to or specify.

8. COVENANTS

8.1 General undertakings

Each of the Borrowers, jointly and severally with the other Borrower, undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will:

(a) Notice on Material Adverse Change or Default: promptly inform the Lender upon becoming aware of any occurrence which might materially adversely affect the ability of any Security Party to perform its obligations under any of the Finance Documents and, without limiting the generality of the foregoing, will inform the Lender of any Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing;

(b) Notification of litigation: provide the Lender with details of any legal or administrative action involving either Borrower or the Vessel owned by it, the Earnings or the Insurances in respect of that Vessel, any Security Party or the Approved Manager, as soon as such action is instituted or it becomes apparent to that Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document, and each Borrower shall procure that all reasonable measures are taken to defend any such legal or administrative action;

(c) Consents and licenses: without prejudice to Clauses 6 (Representations and warranties) and 7 (Conditions precedent), obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, license or approval of governmental or public bodies or authorities or courts and do or cause to be done, all other acts and things which may from time to time be necessary under applicable law for the continued due performance of all the obligations of the Security Parties under each of the Finance Documents;

(d) Use of Loan proceeds: use the Loan exclusively for the purposes specified in Clause 1.1 (Amount and Purpose);

(e) Pari passu: ensure that its obligations under this Agreement shall, without prejudice to the provisions of this Clause 8.1, at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Financial Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

(f) Financial statements: furnish the Lender with annual financial statements of the Borrowers and the Corporate Guarantor, audited (in the case of the Borrowers only) by the auditors acceptable to the Lender prepared in accordance with generally accepted accounting principles in the United States consistently applied in respect of each Financial Year as soon as practicable but not later than 180 days after the end of the Financial Year to which they relate, commencing with Financial Year

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ending on 31st December, 2020;

(g) Provision of further information: promptly, when requested, provide the Lender with such financial and other information and accounts relating to the business, undertaking, assets, liabilities, revenues, financial condition commitments, operations or affairs of the Borrowers and any Security Party  as the Lender from time to time may reasonably require;

(h) Financial Information: provide the Lender from time to time as the Lender may reasonably request with information on the financial conditions, cash flow position, commitments and operations of the Borrowers including cash flow analysis and voyage accounts of each Vessel with a breakdown of income and running expenses showing net trading profit, trade payables and trade receivables, such financial details to be certified by an authorized signatory of the Borrowers as to their correctness;

(i) Information on the employment of the Vessels:  provide the Lender from time to time as the Lender may request with information on the employment of each Vessel, as well as on the terms and conditions of any charterparty, contract of affreightment, agreement or related document in respect of the employment of each Vessel, such information to be certified by one of the directors of the Borrowers as to their correctness;

(j) Pledged Deposit: procure that within four (4) months after each Drawdown Date and at all times during the remainder of the relevant Security Period, the Borrowers shall deposit and maintain in the Operating Accounts or such other account with such other bank as the Lender may (at its sole discretion) approve (such approval not to be withheld provided that such account is pledged to the Lender on terms substantially the same as the Accounts Pledge Agreement) an amount of Dollars Five hundred thousand ($500,000) per Mortgaged Vessel (which for the purpose of this Agreement shall be called herein the “Pledged Deposit”), which amount will remain pledged in favour of the Lender throughout the remainder of the Facility Period;

(k) Banking operations: ensure that all banking operations in connection with the Vessels are carried out through the Lending Office of the Lender or such other bank as the Lender (at its sole discretion) may approve;

(l) Subordination: ensure that all Financial Indebtedness of the Borrowers to their respective shareholders is fully subordinated to the rights of the Lender under the Finance Documents, all in a form acceptable to the Lender, and to subordinate to the rights of the Lender under the Finance Documents any Financial Indebtedness issued to it by its shareholders, all in a form acceptable to the Lender;

(m) Obligations under Finance Documents:  duly and punctually perform each of the obligations expressed to be assumed by it under the Finance Documents;

(n) Payment on demand: pay to the Lender on demand any sum of money which is payable by the Borrowers to the Lender under this Agreement but in respect of which it is not specified in any other Clause when it is due and payable;

(o) Compliance with Laws and Regulations: comply, or procure compliance with all laws or regulations relating to it and/or its Vessel, its ownership, operation and management or to the business of such Borrower and cause this Agreement and the

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other Finance Documents to comply with and satisfy all the requirements and formalities established by the applicable laws to perfect this Agreement and the other Finance Documents as valid and enforceable Finance Documents;

(p) Maintenance of Security Interests:

(i) at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

(ii) without limiting the generality of paragraph (p) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Relevant Jurisdictions, pay any stamp, registration or similar tax in all Relevant Jurisdictions in respect of any Finance Document, give any notice or take any other step which may be or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates;

(q) Registered Office: maintain its registered office at the address referred to in the Recitals; and will not establish, or do anything as a result of which it would be deemed to have, a place of business in any other jurisdiction; and

(r) Compliance with Covenants: duly and punctually perform all obligations under this Agreement and the other Finance Documents.

8.2 Negative undertakings

Each of the Borrowers, jointly and severally with the other Borrower, undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, without the prior written consent of the Lender, it will:

(a) Negative pledge:

(i) not permit any Security Interest (other than a Permitted Security Interest) to subsist, arise or be created or extended over all or any part of its present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness or other liability or obligation of the Borrowers (or any of them) or any other person other than in the normal course of its business of owning, financing and operating vessels and owning or acquiring ship-owning companies; and

(ii) from the relevant Delivery Date only, not cease to hold the legal title to, and own the entire beneficial interest in its Vessel, its Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of the assignments contained in the relevant General Assignment and any other Finance Documents;

(b) No further Financial Indebtedness: not incur any further Financial Indebtedness (except as permitted under the Finance Documents) nor authorise or accept any capital commitments (other than that normally associated with the day to day operations and trading) nor enter into any agreement for payment on deferred terms or hire agreement;

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(c) No merger:  not merge or consolidate with any other person;

(d) No disposals:

(i) except as contemplated by this Agreement, not sell its Vessel (otherwise than as provided in Clause 4.3(b) (Sale or refinancing of a Mortgaged Vessel) or sell, transfer, abandon, lend, lease or otherwise dispose of or cease to exercise direct control over any part (being either alone or when aggregated with all other disposals falling to be taken into account pursuant to this Clause 8.2(d) material in the opinion of the Lender in relation to the undertakings, assets, rights and revenues of the Borrowers) of its present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary course of operations and trading) whether by one or a series of transactions related or not; and

(ii) except as contemplated by this Agreement, not transfer, lease or otherwise dispose of any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation;

(e) No acquisitions: not acquire any further assets other than its Vessel and rights arising under contracts entered into by or on behalf of that Borrower other than in the ordinary course of its business of owning, operating and chartering its Vessel;

(f) No other business: not undertake any type of business other than its current business of owning, financing and operating vessels and owning or acquiring ship-owning companies;

(g) No investments: not make any investments in any person, asset, firm, corporation, joint venture or other entity;

(h) No other obligations: not incur any liability or obligations except liabilities and obligations arising under the Finance Documents or contracts entered into in the ordinary course of its business of owning, operating, maintaining, repairing and chartering its Vessel (and for the purposes of this Clause 8.2(h) fees to be paid pursuant to the Management Agreement in respect of its Vessel shall be considered as permitted obligations under the Finance Documents);

(i) No borrowing: not incur any Borrowed Money except for Borrowed Money pursuant to the Finance Documents or in the ordinary course of business of operating, maintaining and repairing a Vessel;

(j) No repayment of borrowings: not repay the principal of, or pay interest on or any other sum in connection with, any of its Borrowed Money except for Borrowed Money pursuant to the Finance Documents or in the ordinary course of business;

(k) No Payments: unless otherwise provided in this Agreement and the other Finance Documents (and then only to the extent expressly permitted by the same) not pay out any funds (whether out of the Earnings or out of moneys collected under the relevant General Assignment and/or the other Finance Documents or not) to any person except in connection with the administration of such Borrower and the operation and/or maintenance and/or repair and/or trading of its Vessel;

(l) No guarantees: not issue any guarantees or indemnities or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation

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except pursuant to the Finance Documents and except for, in the case of such Borrowers, guarantees or indemnities from time to time required in the ordinary course of its business or by any protection and indemnity or war risks association with which its Vessel is entered, guarantees required to procure the release of its Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of its Vessel;

(m) No loans:  not make any loans or advances to, including (without limitation) any loan or advance or grant any credit (save for normal trade credit in the ordinary course of business) to any officer, director, stockholder or employee or any other company managed by the Approved Manager directly or through the Approved Manager or agree to do so;

(n) No securities:  not permit any Financial Indebtedness of the Borrowers (or any of them) to any person (other than the Lender) to be guaranteed by any person (save, in the case of either Borrower, for guarantees or indemnities from time to time required in the ordinary course of business or by any protection and indemnity or war risks association with which its Vessel is entered, guarantees required to procure the release of its Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of its Vessel);

(o) No dividends or distribution: not declare or pay any dividends or other distribution under any name or description upon any of the issued shares or otherwise dispose of any of its present or future assets, undertakings, rights or revenues (which are all assigned to the Lender) to any of the shareholders of either Borrower without the prior written consent of the Lender; unless:

(i) no Event of Default has occurred which is continuing;

(ii) no Event of Default shall occur as a result of the payment of any dividends or other distribution upon any of the issued shares or disposition, of any of its present or future assets, undertakings, rights or revenues to any of the shareholders of the Borrowers (or either of them) then the Borrowers shall be permitted to declare or pay dividends or distributions without the Lender's prior written consent; and

(iii) in the case of any dividends or distributions to be paid during a month where there is a Test Date, a valuation of the Vessels has been obtained on the Test Date following the relevant decision of the Borrowers to declare or pay any such dividends or such other distribution, showing that the Security Value is less than the Security Requirement;

(p) No Subsidiaries: not form or acquire any Subsidiaries;

(q) No change of business structure: not change the nature, organisation and conduct of its business or carry on any business other than the business carried on at the date of this Agreement;

(r) No change of legal structure: (such consent not be unreasonably withheld) ensure that none of the documents defining the constitution of such Borrower shall be materially (in the Lender’s opinion) altered in any manner whatsoever;

(s) No Security Interest on assets: other than Permitted Security Interests, not allow any part of its undertaking, property, assets or rights, whether present or future, to be mortgaged, charged, pledged, used as a lien or otherwise encumbered;

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(t) No change of control: (such consent not to be unreasonably withheld) ensure that no change shall be made directly or indirectly in the ownership, beneficial ownership, control or management of any of the Borrowers, the Corporate Guarantor and the Approved Manager or any share therein or either Vessel, as a result of which less than 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) of the shares and 50% (in the case of each Borrower) and 51% (in the case of the Corporate Guarantor) the voting rights attaching to those shares remain in the ultimate legal and beneficial ownership of the Beneficial Shareholder(s) disclosed to the Lender at the negotiation of this Agreement and confirmed in writing on or before the date hereof; and

(u) No Master Agreement Derivatives:  except as permitted under this Agreement, not enter into any transaction in a derivative of any description whatsoever.

8.3 Undertakings concerning the Vessels

Each of the Borrowers, jointly and severally with the other Borrower, undertakes with the Lender that, in respect of each Vessel, throughout the relevant Security Period relating to that Vessel, it will:

(a) Mortgage: it will execute, and procure the registration of the relevant Mortgage over its Vessel under the laws and flag of the Flag State immediately upon the drawdown of the Advance relating to that Vessel on the relevant Drawdown Date or, as the case may be, the Delivery Date;

(b) Chartering: not let or agree its Vessel to be let:

(i) on demise charter for any period; or

(ii) without the prior written consent of the Lender (such consent not to be unreasonably withheld) by any Assignable Charterparty (other than the Clearlake Charterparty or any Clearlake Sub Charter); or

(iii) on any charter (other than the Clearlake Charterparty or any Clearlake Sub Charter) on terms whereby more than two (2) months’ hire (or the equivalent) is payable in advance; or

(iv) otherwise than on bona fide arm’s length terms at the time when its Vessel is fixed; or

(v) under any pooling or sharing agreement in respect thereof on terms whereby any and all the Earnings of either Vessel are pooled or shared with any other person;

(c) Laid-up: not de-activate or lay up its Vessel;

(d) No amendment to Assignable Charterparty: not waive or fail to enforce, any Assignable Charterparty to which it is a party or any of its provisions, and will promptly notify the Lender of any material amendment or supplement to any Assignable Charterparty;

(e) Approved Manager: not without the prior written consent of the Lender (such consent not to be unreasonably withheld) agree or appoint a manager of either Vessel other than the Approved Manager;

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(f) Ownership/Management/Control: ensure that its Vessel will be registered on the relevant Drawdown Date or, as the case may be, the relevant Delivery Date in the ownership of the Owner thereof under the laws of the Flag State and thereafter ensure that the relevant Vessel will maintain her registration, ownership, management, control and beneficial ownership;

(g) Class: ensure that its Vessel will remain in class free of overdue recommendations or average damage affecting class or permitted by the Classification Society and provide the Lender on demand with copies of all class and trading certificates of its Vessel;

(h) Insurances: ensure that all Insurances (as defined in the relevant Mortgage/General Assignment) of its Vessel are maintained and comply with all insurance requirements specified in this Agreement and in the relevant Mortgage/General Assignment and in case of failure to maintain its Vessel so insured, authorise the Lender (and such authorisation is hereby expressly given to the Lender) to have the right but not the obligation to effect such Insurances on behalf of the Owner thereof (and in case that its Vessel remains in port for an extended period) to effect port risks insurances at the cost of the Borrowers which, if paid by the Lender, shall be Expenses; the Lender shall be entitled to obtain an opinion from insurance consultants (appointed by the Lender at the Borrowers’ expense) as to the adequacy of the insurances effected or to be effected in respect of its Vessel, Provided that the opinion provided pursuant to Clause 7 prior to the relevant Drawdown Date shall be at the Borrowers' expenses and Provided that (i) if an Event of Default has occurred and is continuing or (ii) if there has been any material (in the opinion of the Lender) change in the insurance placement within such year or (iii) if there has been a Material Adverse Change of the financial condition of any of the insurers of the relevant Vessel at the Lender’s sole opinion, the Lender shall be entitled to obtain at Borrowers’ expense such opinion from such insurance consultants at any time it deems necessary;

(i) Transfer/Security Interests:  not without the prior written consent of the Lender agrees its Vessel or any share therein to be sold or otherwise disposed of (unless the Advance relating to its Vessel is prepaid in accordance with Clause 4.3 upon completion of such sale) or create or agree to create or permit to subsist any Security Interest over the Vessels (or either of them) (or any share or interest therein) other than Permitted Security Interests;

(j) Not imperil Flag, Ownership, Insurances: ensure that its Vessel is maintained and trades in conformity with the laws of the Flag State, of its owning company or of the nationality of the officers, the requirements of the Insurances and nothing is done or permitted to be done which could endanger the flag of such Vessel or its unencumbered (other than Security Interests in favour of the Lender and Security Interests permitted by this Agreement) ownership or its Insurances;

(k) Mortgage Covenants: ensure that it always comply with all the covenants provided for in the Mortgage registered over its Vessel;

(l) No assignment of Earnings:  ensure that it will not assign or agree to assign otherwise than to the Lender its Earnings or any part thereof;

(m) No sharing of Earnings: it will not:

(i) enter into any agreement or arrangement for the sharing of any of its

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Earnings; and/or

(ii) enter into any agreement or arrangement for the postponement of any date on which any of its Earnings are due or the reduction of the amount of any of its Earnings or otherwise for the release or adverse alteration of any of its rights  to any of its Earnings; and/or

(iii) enter into any agreement or arrangement for the release of, or adverse alteration to, any guarantee or Security Interest relating to any of its Earnings.

(n) Assignable Charterparty:  ensure and procure that in the event of its Vessel being employed under an Assignable Charterparty:

(i) execute and deliver to the Lender within fifteen (15) days of signing thereof a specific assignment of all its rights, title and interest in and to such charter in the form of a Charterparty Assignment and a notice of such assignment addressed to the relevant charterer;

(ii) ensure (on a best effort basis) that the relevant charterer agrees to acknowledge to the Lender the specific assignment of such charter by executing an acknowledgement substantially in the form included in the relevant Charterparty Assignment;

(iii) in the case where such charter is a demise charter, ensure (on a best effort basis) that the relevant charterer shall (1)  comply with all of that Borrower's undertakings with regard to the employment, insurances, operation, repairs and maintenance of its Vessel contained in this Agreement, the relevant Mortgage and the relevant General Assignment and (2) provide (inter alia) an assignment of its interest in the insurances of its Vessel in the form of a tripartite agreement in form and substance acceptable to the Lender, to be made between the Lender, that Borrower and such charterer;

(o) No freight derivatives: not enter into or agree to enter into any freight derivatives or any other instruments which have the effect of hedging forward exposures to freight derivatives without the Lender’s consent;

(p) Vessels’ inspection: permit the Lender (i) by surveyors or other persons appointed by it on its behalf to board its Vessel (and, subject to no Event of Default having occurred and being continuing, no more than once a year (but in any event without interfering with the ordinary trading of its Vessel) for the purpose of inspecting her condition or for the purpose of satisfying itself with regard to proposed or executed repairs and to afford all proper facilities for such inspections and (ii) at any time by financial or insurance advisors or other persons appointed by the Lender to review the operating and insurance records of its Vessel and the Owner thereof and the costs (as supported by vouchers) of any and all such valuations shall be borne by the Borrowers;

(q) Trading: use its Vessel only for civil merchant trading;

(r) Compliance with ISM Code:  procure that the Approved Manager and any Operator will:

(i) will comply with and ensure that its Vessel and any Operator by no later than the relevant Drawdown Date or, as the case may be, the relevant

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Delivery Date complies with the requirements of the ISM Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the relevant Security Period;

(ii) immediately inform the Lender if there is any threatened or actual withdrawal of either Owner, the Approved Manager’s or an Operator’s DOC or the SMC in respect of its Vessel; and

(iii) promptly inform the Lender upon the issue to the relevant Owner, the Approved Manager or any Operator of a DOC and to a Vessel of an SMC or the receipt by either Owner, the Approved Manager or any Operator of notification that its application for the same has been realised;

(s) Compliance with ISPS Code:  procure that the Approved Manager or any Operator will:

(i) maintain at all times a valid and current ISSC in respect of the relevant Vessel;

(ii) immediately notify the Lender in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of the relevant Vessel; and

(iii) procure that the relevant Vessel will comply at all times with the ISPS Code;

(t) Maintenance of legal and beneficial interest in the Vessels:  from the relevant Delivery Date, hold the legal title to, and own the entire beneficial interest in its Vessel, its Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents;

(u) Compliance with Environmental Laws: comply with, and procure that all Environmental Affiliates  of any Relevant Party comply with, all Environmental Laws including without limitation, requirements relating to manning and establishment of financial responsibility and to obtain and comply with, and procure that all Environmental Affiliates such Relevant Party obtain and comply with, all Environmental Approvals and to notify the Lender forthwith:

(i) of any Environmental Claim made against any of the Vessels (or any of them), any Relevant Ship and/or their respective Owners as soon as it becomes aware of the same; and

(ii) upon becoming aware of any incident which may give rise to an Environmental Claim and to keep the Lender advised in writing of the relevant Owner’s response to such Environmental Claim on such regular basis and in such detail as the Lender shall require.

(v) War Risk Insurance cover: in the event of hostilities in any part of the world (whether war is declared or not), it will not cause or permit its Vessel to enter or trade to any zone which is declared a war zone by any government or by its Vessel's war risks insurers it has (at its expense) effected any special, additional or modified insurance cover which the Lender may approve or require.

8.4 Validity of Securities - Earnings - Taxes etc.

Each of the Borrowers, jointly and severally with the other Borrower, undertakes with

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the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will:

(a) Validity: ensure and procure that all governmental or other consents required by law and/or any other steps required for the validity, enforceability and legality of this Agreement and the other Finance Documents are maintained in full force and effect and/or appropriately taken;

(b) Earnings: ensure and procure that, unless and until directed by the Lender otherwise (i) all the Earnings of its Vessel shall be paid to its Operating Account or such other account as the Lender may agree (at its sole discretion) and (ii) the persons from whom the Earnings are from time to time due are irrevocably instructed to pay them to the said Operating Account or to such account in the name of such Borrower as shall be from time to time determined by the Lender in accordance with the provisions hereof and of the relevant Security Documents;

(c) Taxes:  pay all Taxes, assessments and other governmental charges imposed on the Borrowers (or any of them) when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail;

(d) Additional Documents: from time to time and within fifteen (15) days after the request of the Lender, execute and deliver to the Lender or procure the execution and delivery to the Lender of all such documents as shall be deemed desirable at the reasonable discretion of the Lender for giving full effect to this Agreement, and for perfecting, protecting the value of or enforcing any rights or securities granted to the Lender under any one or more of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto.

8.5 Secured Value to Security Requirement ratio - Valuation of the Vessels

(a) Security shortfall-Prepayment of loan: If at any Test Date (as hereinafter defined) during the Facility Period, the Security Value shall be less than the Security Requirement, the Lender may give notice to the Borrowers requiring that such deficiency be remedied and then the Borrowers shall (unless the sole cause of such deficiency is the Total Loss of the relevant Vessel and the Owner thereof in full compliance with its obligations in relation to such Total Loss) prepay (in accordance with Clause 4.2 (Voluntary prepayment) (but without regard to the requirement for ten (10) days’ notice) within a period of thirty (30) days of the date of receipt by the Borrowers of the Lender’s said notice such sum in Dollars as will result in the Security Requirement after such prepayment (taking into account any other repayment of the Loan made between the date of the notice and the date of such prepayment) being at least equal to the Security Value;

(b) Valuation of Vessels: Each of the Vessels shall, for the purposes of this Clause 8.5, be valued in Dollars three (3) times per year, in March, July and December (each such date herein called a “Test Date”, and at any time that the Lender may reasonably require by two (2) Approved Shipbrokers appointed by or acceptable to the Lender, (such valuations to be addressed to the Lender and made without, unless required by the Lender, physical inspection, and on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, without taking into account the benefit of any Assignable Charterparty or other engagement concerning the relevant Vessel. The Lender and the Borrowers agree to accept the average of such two (2) valuations

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made by the Approved Shipbrokers appointed as aforesaid as conclusive evidence of the Market Value of the relevant Vessel at the date of such valuations and that the average of such valuations shall constitute the Market Value of the relevant Vessel for the purposes of this Clause 8.5. The first valuation of the Vessels shall take place on 31st July, 2020.

The value of the relevant Vessel determined in accordance with the provisions of this Clause 8.5 shall be binding upon the Borrowers and the Lender until such time as any further such valuations shall be obtained.

(c) Information: The Borrowers undertake to the Lender to provide the Lender and any such Approved Shipbrokers such information concerning the relevant Vessel and its condition as such Approved Shipbrokers may reasonably require for the purpose of making any such valuation.

(d) Costs: All costs in connection with the Lender obtaining any valuation of each of the Vessels referred to in Clause 8.5(b) (Valuation of Vessels), for the purposes of ascertaining the Security Value at any time and all legal and other expenses incurred by the Lender in connection with any matter arising out of this Clause 8.5 shall be borne by the Borrowers.

8.6 Sanctions

(a) Without limiting Clause 8.7 (Compliance with laws etc.), each of the Borrowers hereby undertakes with the Lender that, from the date of this Agreement and until the date that the Outstanding Indebtedness is paid in full, it shall ensure that none of the Vessels:

(i) will be used by or for the benefit of a Sanctions Restricted Person contrary to Sanctions; and/or

(ii) will be used in trading in any Sanctions Restricted Jurisdiction or in any manner contrary to Sanctions; and/or

(iii) will be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.

(b) Each Borrower shall:

(i) not directly or to its knowledge (after reasonable enquiry) indirectly use or permit to be used all or any part of the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds directly or to its knowledge (after reasonable enquiry) indirectly, to any person or entity (i) to finance or facilitate any activity or transaction of or with any Sanctions Restricted Person contrary to Sanctions or in any Sanctions Restricted Jurisdiction, or (ii) in any other manner that would result in a violation of any Sanctions by any Party;

(ii) shall not fund all or part of any payment under the Loan out of proceeds derived directly or to its knowledge (after reasonable enquiry) indirectly from any activity or transaction with a Sanctions Restricted Person contrary to Sanctions or in a Sanctions Restricted Jurisdiction or which would otherwise cause any party to be in breach of any Sanctions; And

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(iii) procure that no proceeds to its knowledge (after reasonable enquiry) from activities or business with a Sanctions Restricted Person contrary to Sanctions or in a Sanctions Restricted Jurisdiction are credited to any of the Accounts.

8.7 Compliance with laws etc.

Each of the Borrowers shall:

(a) comply, or procure compliance with all laws or regulations by the relevant Security Party:

(i) relating to its respective business generally; and

(ii) relating to its Vessel, its ownership, employment, operation, management and registration including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Flag State; and

(iii) all Sanctions;

(b) obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and

(c) without limiting paragraph (a) above, not employ its Vessel nor allow its employment, operation or management in any manner contrary to any law or regulation including, but not limited to, the ISM Code, the ISPS Code and all Environmental Laws which has or is likely to have a Material Adverse Effect on any of the Security Parties.

8.8 Know your customer and money laundering compliance

Each of the Borrowers, jointly and severally with the other Borrower, undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will provide the Lender, or procure the provision of, such documentation and other evidence as the Lender shall from time to time require, based on applicable law and regulations from time to time and the Lender’s own internal guidelines from time to time to identify the each of the Borrowers and the other Security Parties, including the disclosure in writing of the ultimate legal and beneficial owner or owners of such entities, and any other persons involved or affected by the transaction(s) contemplated by this Agreement in order for the Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

8.9 Master Agreement

(a) No dealings with Master Agreement: not assign, novate or in any other way transfer any of its rights or obligations under or pursuant to the Master Agreement, nor enter into any interest rate exchange or hedging agreement with anyone other than the Lender except Designated Transactions pursuant to the Master Agreement and other than on terms and conditions agreed between the Lender and the Borrowers, nor any other agreement or commitment the effect of which is, in the opinion of the Lender, materially to prejudice the hedging of the Borrowers’ interest rate risk effected by the Transactions from time to time entered into between the Borrowers and the Lender; And

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(b) No amendment to Master Agreement:  not agree to any amendment or supplement to, or waive or fail to enforce, the Master Agreement or any of its provisions.

9. EVENTS OF DEFAULT

9.1 Events

There shall be an Event of Default if:

(a) Non‑payment: any Security Party fails to pay any sum payable by it under any of the Finance Documents at the time, in the currency and in the manner stipulated in the Finance Documents (and so that, for this purpose, sums payable on demand shall be treated as having been paid at the stipulated time if paid within five (5) Banking Days of demand and other sums due shall be treated as having been paid at the stipulated time if paid within three (3) Banking Days of its falling due); or

(b) Breach of Insurance: any of the Borrowers fails to obtain and/or maintain the Insurances (as defined in, and in accordance with the requirements of, the Finance Documents) or if any insurer in respect of such Insurances cancels the Insurances or disclaims liability by reason, in either case, of mis‑statement in any proposal for the Insurances or for any other failure or default on the part of the Borrowers (unless the Borrowers within 5 Banking Days, arrange and have fully in place insurance covenants satisfying the terms of this Agreement and of the other Finance Documents in substitution for the Insurances which have been cancelled or in respect of which an insurer has disclaimed liability); or

(c) Breach of other obligations: any Security Party commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it under any of the Finance Documents (other than those referred to in Clauses 9.1(a) (Non‑payment) and 9.1(b) (Breach of Insurance) above) and, in respect of any such breach or omission which in the opinion of the Lender is capable of remedy, such action as the Lender may require shall not have been taken within fifteen (15) days of the Lender notifying in writing the relevant Security Party of such default and of such required action; or

(d) Misrepresentation: any representation or warranty made or deemed to be made or repeated by or in respect of any Security Party in or pursuant to any of the Finance Documents or in any notice, certificate or statement referred to in or delivered under any of the Finance Documents is or proves to have been incorrect or misleading in any material respect; or

(e) Cross‑default: any Financial Indebtedness of any Security Party (in each case related to an amount exceeding the amount of Eight hundred thousand Dollars ($800,000) is not paid when due (unless contested in good faith) or any Financial Indebtedness of any Security Party becomes (whether by declaration or automatically in accordance with the relevant agreement or instrument constituting the same) due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by such Security Party of a voluntary right of prepayment), or the Lender becomes entitled to declare any such Financial Indebtedness due and payable or any facility or commitment available to any Security Party relating to such Financial Indebtedness is withdrawn, suspended or cancelled by reason of any default (however described) of the person concerned, unless the relevant Security Party shall have satisfied the Lender that such withdrawal, suspension or cancellation will not affect or prejudice in any way the relevant Security Party’s ability to pay its debts as they fall due, or any guarantee given by any Security Party in respect of

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such Financial Indebtedness is not honoured when due and called upon; or

(f) Legal process: any judgment or order made or commenced in good faith by a person against any Security Party relating to an amount exceeding  Eight hundred thousand Dollars ($800,000) is not stayed or complied with within thirty (30) days or a good faith creditor attaches or takes possession of, or a distress, execution, sequestration or other bonafide process is levied or enforced upon or sued out against, any of the undertakings, assets, rights or revenues of any Security Party and is not discharged , or bail is lodged in respect thereof, within thirty (30) days; or

(g) Insolvency: any Security Party becomes insolvent or stops or suspends making payments (whether of principal or interest) with respect to all or any class of its debts or announces an intention to do so; or

(h) Reduction or loss of capital: a meeting is convened by any of the Borrowers and the Corporate Guarantor for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital (excluding, share buybacks or return of capital as a dividend); or

(i) Winding up: any petition is presented or other step is taken for the purpose of winding up any Security Party or an order is made or resolution passed for the winding up of any Security Party or a notice is issued convening a meeting for the purpose of passing any such resolution, provided that no Event of Default shall occur under this paragraph (i) if such petition or order or resolution is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement; or

(j) Administration: any bonafide petition is presented or other step is taken for the purpose of the appointment of an administrator of any Security Party or the Lender believes that any such petition or other step is imminent or an administration order is made in relation to any Security Party; or

(k) Appointment of receivers and managers: any administrative or other receiver is appointed of any Security Party or any part of its assets and/or undertaking or any other steps are taken to enforce any Security Interest over all or any part of the assets of any such Security Party; or

(l) Compositions: any steps are taken, or negotiations commenced, by any Security Party or by any of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness or to proposing any kind of composition, compromise or arrangement involving such company and any of its creditors provided, however, that if the Borrowers are able to provide such evidence as is satisfactory in all respects to the Lender that such rescheduling will not relate to any payment default or anticipated default the same shall not constitute an Event of Default; or

(m) Analogous proceedings: there occurs, in relation to any Security Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their assets is subject, any event which, in the opinion of the Lender, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in Clauses 9.1(f) (Legal process) to (l) (Compositions) (inclusive) or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation; or

(n) Cessation of business: any Security Party suspends or ceases or threatens to

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suspend or cease to carry on its business; or

(o) Seizure: all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government; and the respective Security Party fails to procure for its release within a period of thirty (30) days (other than any Compulsory Acquisition); or

(p) Consents:  any consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by any Security Party to authorise or otherwise in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement and/or any of the other Security Documents or the performance by the Security Parties of their respective obligations under this Agreement and/or any of the other Finance Documents is modified in a manner unacceptable to the Lender or is not granted or is revoked or terminated or expires and is not renewed or otherwise ceases to be in full force and effect, provided that no Event of Default shall occur if any of the occurrences above is remedied within ten (10) days; or

(q) Invalidity: any of the Finance Documents shall at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Finance Documents shall at any time and for any reason be contested by any Security Party which is a party thereto, or if any such Security Party shall deny that it has any, or any further, liability thereunder; or

(r) Unlawfulness: it becomes impossible or unlawful at any time for any Security Party, to fulfil any of the covenants and obligations expressed to be assumed by it in any of the Finance Documents; or

(s) Repudiation: any Security Party repudiates any of the Finance Documents or does or causes or permits to be done any act or thing evidencing an intention to repudiate any of the Finance Documents; or

(t) Arrest: any of the Vessels is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim or otherwise taken from the possession of its Owner and such Owner shall fail to procure the release of such Vessel within a period of sixty (60) days thereafter; or

(u) Registration:  the registration of any of the Vessels under the laws and flag of the relevant Flag State is cancelled or terminated without the prior written consent of the Lender; if any of Vessels is only provisionally registered on the relevant Drawdown Date or, as the case may be, the relevant Delivery Date and is not permanently registered under the laws and flag of the Flag State at least thirty (30) days prior to the deadline for completing such permanent registration; or

(v) Unrest: the Flag State of a Vessel becomes involved in hostilities or civil war or there is a seizure of power in such Flag State by unconstitutional means if, in any such case, (a) such event could in the opinion of the Lender reasonably be expected to have a Material Adverse Effect on the security constituted by any of the Finance Documents and (b) the relevant Owner has failed within sixty (60) days from receiving notice from the Lender to this effect (which notice shall have been sent following consultation with the Borrowers) to (i) delete the relevant Vessel from its Flag State and (ii) re-register the relevant Vessel under another Flag State approved by the Lender in its sole discretion through a relevant Registry, in each case, at the

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Borrowers’ cost and expense; or

(w) Approved Manager: there occurs, in relation to the Approved Manager any of the events mentioned in Clauses 9.1(e) (Legal process) to (m) (Cessation of business) (inclusive) and the Borrowers fail to appoint a new Approved Manager of their respective Vessels acceptable to the Lender within ten (10) days of becoming aware of the occurrence of such event.

(x) Environment: any Relevant Party and/or the Approved Manager and/or any of their respective Environmental Affiliates fails to comply with any Environmental Law or any Environmental Approval or any of the Vessels or any Relevant Ship is involved in any incident which gives rise or which may give rise to any Environmental Claim, if in any such case, such non-compliance or incident or the consequences thereof could (in the reasonable opinion of the Lender) be expected to have a Material Adverse Effect ; or

(y) Beneficial Ownership:  there has been a change of control directly or indirectly in the Borrowers (or either of them) or any share therein or of either Vessel as a result of which any of the Borrowers ceases to remain in the control of the Beneficial Shareholders disclosed to the Lender prior to the date of this Agreement or either Vessel ceases to remain 100% owned by the Owner thereof; or

(z) Change of Management: either Vessel ceases to be managed by the Approved Manager (for any reason other than the reason of a Total Loss or sale of such Vessel) without the approval of the Lender and the Owner thereof fails to provide evidence of upcoming appointment another Approved Manager prior to the termination of the mandate with the previous Approved Manager; or

(aa) Deviation of Earnings: any Earnings of any of the Vessels are not paid to the relevant Operating Account for any reason whatsoever (other than with the Lender’s prior written consent); or

(bb) Operating Account: any moneys are withdrawn from the Operating Accounts (or any of them) other than in accordance with Clauses 8.4(b) (Earnings) and 13 (Operating Accounts); or

(cc) Material events: any other event or events (whether related or not) occurs or circumstance arises which constitutes a Material Adverse Change, from the position applicable as at the date of this Agreement, in the business, affairs or condition (financial or otherwise) of any Security Party) (including any such Material Adverse Change resulting from an Environmental Incident) the effect of which is likely, in the opinion of the Lender, to impair, delay or prevent the due fulfilment by any Security Party of any of its respective obligations or undertakings contained in this Loan Agreement or any of the other Finance Documents and/or materially and adversely to affect the security created by any of the Finance Documents; or

(dd) Master Agreement:

(i) an Event of Default or Potential Event of Default (in each case as defined in the Master Agreement) has occurred and is continuing under the Master Agreement; or

(ii) notice of an Early Termination Date is given by the Lender under section 6(a) of the Master Agreement; or

(iii) an Early Termination Date (as defined in the Master Agreement) has

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occurred or been effectively designated under the Master Agreement; or

(iv) a person entitled to do so gives notice of an Early Termination Date (as defined in the Master Agreement) under section 6(b)(iv) of the Master Agreement; or

(v) the Master Agreement is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason.

9.2 Consequences of Default – Acceleration

The Lender may without prejudice to any other rights of the Lender (which will continue to be in force concurrently with the following), at any time after the happening of an Event of Default:

(a) by notice to the Borrowers declare that the obligation of the Lender to make the Commitment (or any part thereof) available shall be terminated, whereupon the Commitment shall be reduced to zero forthwith; and/or

(b) by notice to the Borrowers declare that the Loan and all interest accrued and all other sums payable under the Finance Documents have become due and payable, whereupon the same shall, immediately or in accordance with the terms of such notice, become due and payable without any further diligence, presentment, demand of payment, protest or notice or any other procedure from the Lender which are expressly waived by the Borrowers; and/or

(c) put into force and exercise all or any of the rights, powers and remedies possessed by the Lender under this Agreement and/or under any other Finance Document and/or as mortgagee of each of the Vessels, mortgagee, chargee or assignee or as the beneficiary of any other property right or any other security (as the case may be) of the assets charged or assigned to it under the Finance Documents or otherwise (whether at law, by virtue of any of the Finance Documents or otherwise);

9.3 Multiple notices; action without notice

The Lender may serve notices under sub-Clauses (a) and (b) of Clause 9.2 (Consequences of Default – Acceleration) simultaneously or on different dates and it may take any action referred to in that Clause if no such notice is served or simultaneously with or at any time after service of both or either of such notices, it being understood and agreed that the non-service of a notice in respect of an Event of Default hereunder, or under any of the Finance Documents (whether known to the Lender or not), shall not be construed to mean that the Event of Default shall cease to exist and bring about its lawful consequences.

9.4 Demand basis

If, pursuant to Clause 9.2(b), the Lender declares the Loan to be due and payable on demand, the Lender may by written notice to the Borrowers (a) call for repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable on the date so specified together with all interest accrued and all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.

9.5 Proof of Default

It is agreed that (i) the non-payment of any sum of money in time will be proved conclusively by mere passage of time and (ii) the occurrence of this (non-payment) shall be

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proved conclusively by a mere written statement of the Lender (save for manifest error and in absence of willful misconduct).

9.6 Exclusion of Lender’s liability

Neither the Lender nor any receiver or manager appointed by the Lender, shall have any liability to the Borrowers or a Security Party:

(a) for any loss caused by an exercise of rights under, or enforcement of an Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such an Security Interest; or

(b) as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such an Security Interest or for any reduction (however caused) in the value of such an asset,

except that this does not exempt the Lender or a receiver or manager from liability for losses shown to have been caused by the wilful misconduct of the Lender’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or employees.

10. INDEMNITIES - EXPENSES – FEES

10.1 Miscellaneous indemnities

(a) The Borrowers shall on demand (and it is hereby expressly undertaken by the Borrowers to) indemnify the Lender, without prejudice to any of the other rights of the Lender under any of the Finance Documents, against any loss (including any Break Costs) or expense which the Lender shall certify as sustained or incurred as a consequence of:

(i) any default in payment by any of the Security Parties of any sum under any of the Finance Documents when due;

(ii) the occurrence of any Event of Default which is continuing;

(iii) any prepayment of the Loan or part thereof being made under Clauses 4.2 (Voluntary Prepayment) and 4.3 (Compulsory Prepayment in case of Total Loss or sale of a Vessel), 8.5(a) (Security shortfall-Prepayment of Loan), Clause 12.1 (Unlawfulness) or Clause 12.5 (Option to prepay) or any other repayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid; or

(iv) the Commitment not being advanced for any reason (excluding any default by the Lender and any reason specified in Clauses 3.6 (Market disruption – Non Availability), 4.3(a) (Total Loss of a Mortgaged Vessel) or 12.1 (Unlawfulness) after the Drawdown Notice has been given, including, in any such case, but not limited to, any loss or expense sustained or incurred in maintaining or funding the Loan or any part thereof or in liquidating or re-employing deposits from third parties acquired to effect or maintain the Loan or any part thereof.

(b) The Borrowers shall fully indemnify the Lender on its demand, without prejudice to any of its other rights under any of the Finance Documents, in respect of all claims, liabilities, losses or other Expenses which may be made or brought against or sustained or incurred by the Lender, in any country, as a result of or in connection with:

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(i) any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Lender or by any receiver appointed under a Finance Document;

(ii) investigating any event which the Lender reasonably believes constitutes an Event of Default; or

(iii) acting or relying on any notice, request or instruction which the Lender reasonably believes to be genuine, correct and appropriately authorised,

other than claims, liabilities, losses or other Expenses, which are shown to have been directly and mainly caused by the willful misconduct of the officers or employees of the Lender.

Without prejudice to its generality, this Clause 10.1 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code, any Environmental Law and any Sanctions.

10.2 Expenses

The Borrowers shall (and it is hereby expressly undertaken by the Borrowers to) pay to the Lender on demand:

(a) Initial and Amendment expenses:  all expenses (including reasonable legal, printing and out-of-pocket expenses) reasonably incurred by the Lender in connection with the negotiation, preparation and execution of this Agreement and the other Finance Documents and of any amendment or extension of or the granting of any waiver or consent under this Agreement and/or any of the Finance Documents;

(b) Enforcement expenses:  all expenses (including reasonable legal and out-of-pocket expenses) incurred by the Lender in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under, this Agreement and/or any of the other Finance Documents, or otherwise in respect of the moneys owing under this Agreement and/or any of the other Finance Documents or the contemplation or preparation of the above, whether they have been effected or not;

(c) Legal costs:  the legal costs of the Lender’s appointed lawyers, in respect of the preparation of this Agreement and the other Finance Documents as well as the legal costs of the foreign lawyers (if these are available) in respect of the registration of the Finance Documents or any search or opinion given to the Lender in respect of the Security Parties or the Vessels or the Finance Documents. The said legal costs shall be due and payable on the Drawdown Date; and

(d) Other expenses:  any and all other Expenses.

10.3 Value Added Tax

All fees and expenses payable pursuant to this Clause 10 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Lender under this Agreement shall, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.

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10.4 Stamp duty etc.

The Borrowers shall pay any and all stamp, registration and similar taxes or charges (including those payable by the Lender) imposed by governmental authorities in relation to this Agreement and any of the other Finance Documents, and shall indemnify the Lender against any and all liabilities with respect to, or resulting from delay or omission on the part of the Borrowers to pay such stamp taxes or charges.

10.5 Environmental Indemnity

The Borrowers shall indemnify the Lender on demand and hold the Lender harmless from and against all costs, expenses, payments, charges, losses, demands, liabilities, actions, proceedings (whether civil or criminal) penalties, fines, damages, judgements, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid by, or made or asserted against the Lender at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly in any manner or for any cause or reason out of an Environmental Claim made or asserted against the Lender if such Environmental Claim would not have been, or been capable of being, made or asserted against the Lender if it had not entered into any of the Finance Documents and/or exercised any of its rights, powers and discretions thereby conferred and/or performed any of its obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents.

10.6 Currency Indemnity

(a) If any sum due from the Borrowers under any of the Finance Documents or any order or judgement given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under the relevant Finance Document or under such order or judgement into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against the Borrowers or any other Security Party, as the case may be or (ii) obtaining an order or judgement in any court or other tribunal or (iii) enforcing any order or judgement given or made in relation to any of the Finance Documents, the Borrowers shall (and it is hereby expressly undertaken by the Borrowers to) indemnify and hold harmless the Lender from and against any loss suffered as a result of any difference between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgement, claim or proof. The term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

(b) For the avoidance of doubt, Clause 10.6(a) does not apply in respect of sums due from the Borrowers to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of the Master Agreement shall apply.

10.7 Central Bank or European Central Bank reserve requirements indemnity

The Borrowers shall on demand promptly indemnify the Lender against any cost incurred or loss suffered by the Lender as a result of its complying with the minimum reserve requirements of the European Central Bank and/or with respect to maintaining required reserves with the relevant national Central Bank to the extent that such compliance relates

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to the Commitment or deposits obtained by it to fund the whole or part of the Loan and to the extent such cost or loss is not recoverable by such Lender under Clause 12.2 (Increased cost).

10.8 Maintenance of the Indemnities

The indemnities contained in this Clause 10 shall apply irrespective of any indulgence granted to the Borrowers or any other party from time to time and shall continue to be in full force and effect notwithstanding any payment in favour of the Lender and any sum due from the Borrowers under this Clause 10 will be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under any one or more of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto.

10.9 MII costs and MAPI costs

The Borrowers shall reimburse the Lender on demand for any and all costs incurred by the Lender (as conclusively certified by the Lender) in effecting and keeping effected (a) a Mortgagee’s Interest Insurance (herein “MII”) and (b) a Mortgagee’s Interest Additional Perils (Pollution) Insurance policy (herein “MAPI”), each of which the Lender may at any time effect for an amount equal to 120% of the Loan and on such terms and with such insurers as shall from time to time be determined by the Lender, provided, however, that the Lender shall in its absolute discretion appoint and instruct in respect of any such MII and MAPI policy the insurance brokers in respect of such Insurance and provided, further, that in the event that the Lender effects any such Insurance on the basis of any mortgagee’s open cover, the Borrowers shall pay on demand to the Lender its proportion of premium due in respect of the Vessel(s) for which such insurance cover has been effected by the Lender, and any certificate of the Lender in respect of any such premium due by the Borrowers shall (save for manifest error) be conclusive and binding upon the Borrowers.

10.10 Communications Indemnity

It is hereby agreed in connection with communications that:

(a) Express authority is hereby given by the Borrowers to the Lender to accept all tested or untested communications given by facsimile, or electronic mail or otherwise, regarding any or all of the notices, requests, instructions or other communications under this Agreement, subject to any restrictions imposed by the Lender relating to such communications including, without limitation (if so required by the Lender), the obligation to confirm such communications by letter.

(b) The Borrowers shall recognise any and all of the said notices, requests, instructions or other communications as legal, valid and binding, when these notices, requests, instructions or communications come from the fax number or electronic address mentioned in Clause 17.1 (Notices) or any other fax or electronic address usually used by it or the Approved Manager and are duly signed or in case of emails are duly sent by the person appearing to be sending such notice, request, instruction or other communication.

(c) The Borrowers hereby assume full responsibility for the execution of the said notices, requests, instructions or communications and promise and recognise that the Lender shall not be held responsible for any loss, liability or expense that may result from such notices, requests, instructions or other communications.  It is hereby undertaken by the Borrowers to indemnify in full the Lender from and against all actions, proceedings, damages, costs, claims, demands, expenses and

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any and all direct and/or indirect losses which the Lender may suffer, incur or sustain by reason of the Lender following such notices, requests, instructions or communications.

(d) With regard to notices, requests, instructions or communications issued by electronic and/or mechanical processes (e.g. by facsimile or electronic mail), the risk of equipment malfunction, including, without limitation, paper shortage, transmission errors, omissions and distortions is assumed fully and accepted by the Borrowers, save in case of Lender’s gross misconduct.

(e) The risks of misunderstandings and errors resulting from notices, requests, instructions or communications being given as mentioned above, are for the Borrowers and the Lender will be indemnified in full pursuant to this Clause save in case of Lender’s gross misconduct.

(f) The Lender shall have the right to ask the Borrowers to furnish any information the Lender may require to establish the authority of any person purporting to act on behalf of the Borrowers for these notices, requests, instructions or communications but it is expressly agreed that there is no obligation for the Lender to do so.  The Lender shall be fully protected in, and the Lender shall incur no liability to the Borrowers for acting upon the said notices, requests, instructions or communications which were believed by the Lender in good faith to have been given by the Borrowers or by any of its authorised representative(s).

(g) It is undertaken by the Borrowers to use its best endeavours to safeguard the function and the security of the electronic and mechanical appliance(s) such as fax(es) etc., as well as the code word list, if any, and to take adequate precautions to protect such code word list from loss and to prevent its terms becoming known to any persons not directly concerned with its use.  The Borrowers shall hold the Lender harmless and indemnified from all claims, losses, damages and expenses which the Lender may incur by reason of the failure of the Borrowers to comply with the obligations under this Clause 10.10.

10.11 Electronic communication

Any communication from the Lender made by electronic means will be sent unsecured and without electronic signature, however, the Borrowers may request the Lender at any time in writing to change the method of electronic communication from unsecured to secured electronic mail communication.

(a) The Borrowers hereby acknowledge and accept the risks associated with the use of unsecured electronic mail communication including, without limitation, risk of delay, loss of data, confidentiality breach, forgery, falsification and malicious software.  The Lender shall not be liable in any way for any loss or damage or any other disadvantage suffered by the Borrowers resulting from such unsecured electronic mail communication.

(b) If the Borrowers (or any of them) or any other Security Party wish to cease all electronic communication, they shall give written notice to the Lender accordingly after receipt of which notice the Parties shall cease all electronic communication.

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(c) For as long as electronic communication is an accepted form of communication, the Parties shall:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(ii) notify each other of any change to their respective addresses or any other such information supplied to them; and

in case electronic communication is sent to recipients with the domain <@loukapartners.gr>, the parties shall without undue delay inform each other if there are changes to the said domain or if electronic communication shall thereafter be sent to individual e-mail addresses.

10.12 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

10.13 FATCA status

(a) Subject to Clause 10.13(c) below, each party shall, within ten Banking Days of a reasonable request by another party:

(i) confirm to that other party whether it is:

(aa) a FATCA Exempt Party; or

(bb) not a FATCA Exempt Party; and

(ii) supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable passthru percentage or other information required under the Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA.

(b) If a party confirms to another party pursuant to Clause 10.13(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall notify that other party reasonably promptly.

(c) Clause 10.13(a)(i) above shall not oblige the Lenders or the Lender to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any policy of the relevant Lender;

(iii) any fiduciary duty; or

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(iv) any duty of confidentiality.

(d) If a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with Clause10.13(a) above (including, for the avoidance of doubt, where Clause 10.13(c) above applies), then:

(i) if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(ii) if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable passthru percentage is 100%,

until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

10.14 Arrangement fee

(a) Arrangement fee: The Borrowers shall pay to the Lender an arrangement fee in an amount equal to one per cent (1.00%) of the amount of the Commitment payable on the Drawdown Date of Advance A.

(b) Commitment commission: a commitment commission in respect of each Advance, payable in arrears to the Lender on each Drawdown Date starting from the date of acceptance the Commitment Letter (i.e. 17th  February, 2020) and ending on the last day of the Availability Period for that Advance, at the rate of one per cent (1.00%) per annum on the daily undrawn amount of the Commitment (the “Commitment Commission”)

(c) Non-refundable: The Arrangement Fee and the Commitment Commission shall be payable by the Borrowers to the Lender irrespective of utilisation/cancellation in part or in whole of the Commitment and/or Contract cancellation or non-Delivery of either Vessel and shall be non-refundable.

11. SECURITY, APPLICATION, SET-OFF

11.1 Securities

As security for the due and punctual repayment of the Loan and payment of interest thereon as provided in this Agreement and of all other Outstanding Indebtedness, the Borrowers shall ensure and procure that the Security Documents are duly executed and, where required, registered in favour of the Lender and ensure that such security consists, on the relevant Drawdown Date, of the Security Documents which are required to be executed on such Drawdown Date.

11.2 Maintenance of Securities

It is hereby undertaken by the Borrowers that the Security Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing and/or due under this Agreement and/or under the other Finance Documents be valid and binding obligations of the respective Security Parties thereto and rights of the Lender enforceable in accordance with their respective terms and that they will, at the expense of the Borrowers, execute, sign, perfect and do any and every such further assurance, document, act, omission or thing as in the opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Finance Documents.

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11.3 Application of Receipts

(a) Order of application:  Except as any Finance Document may otherwise provide, any sums which are received or recovered by the Lender under or pursuant to or by virtue of any of the Finance Documents and expressed to be applicable in accordance with this Clause 11.3 shall be applied by the Lender in the following manner:

(i) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:

aa) Firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Lender under this Agreement, the Master Agreement (in respect of any Designated Transactions) and the other Security Documents other than those amounts referred to at paragraphs bb) and cc) below (including, but without limitation, all amounts payable by the Borrowers under Clauses 11 (Indemnities- Expenses-Fees), 5.1 (Payments – No set-off or counterclaims) or 5.3 (Gross Up) of this Agreement or by the Borrowers or any other Security Party under any corresponding or similar provision in any other Finance Document);

bb) Secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Lender under this Agreement any of the other Security Documents and the Master Agreement (in respect of any Designated Transactions) (and, for this purpose, the expression “interest” shall include any net amount which the Borrowers shall have become liable to pay or deliver under section 9(h) of the Master Agreement (in respect of any Designated Transactions) but shall have failed to pay or deliver to the Lender at the time of application or distribution under this Clause 11.3); and

cc) Thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);

(ii) SECOND: in retention of an amount equal to any amount not then due and payable under any Finance Document (in the case of the Master Agreement, in respect of any Transaction) but which the Lender, by notice to the Borrowers and the other Security Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 11.3(a) (Order of application); and

(iii) THIRD: the surplus (if any), after the full and complete payment of the Outstanding Indebtedness, shall be paid to the Borrowers or to any other person appearing to be entitled to it.

(b) Notice of variation of order of application:  The Lender may, by notice to the Borrowers and the Security Parties, provide, at its sole discretion, for a different order of application from that set out in Clause 11.3(a) (Order of application) either

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as regards a specified sum or sums or as regards sums in a specified category or categories, without affecting the obligations of the Borrowers to the Lender.

(c) Effect of variation notice:  The Lender may give notices under Clause 11.3(b) (Notice of variation of order of application) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Banking Day before the date on which the notice is served.

(d) Insufficient balance: For the avoidance of doubt, in the event that such balance is insufficient to pay in full the whole of the Outstanding Indebtedness, the Lender shall be entitled to collect the shortfall from the Borrowers or any other person liable therefor.

(e) Appropriation rights overridden:  This Clause 11.3 and any notice which the Lender gives under Clause 11.3(b) (Notice of variation of order of application) shall override any right of appropriation possessed, and any appropriation made, by the Borrowers or any other Security Party.

11.4 Set off

(a) Application of credit balances: Express authority is hereby given by each Borrower to the Lender without prejudice to any of the rights of the Lender at law, contractually or otherwise, at any time after an Event of Default has occurred and is continuing, and without prior notice to the Borrowers:

(i) to apply any credit balance standing upon any account of each Borrower with any branch of the Lender (including, without limitation, the Operating Account) and in whatever currency in or towards satisfaction of any sum due to the Lender from the Borrowers under this Agreement, the General Assignments and/or any of the other Finance Documents;

(ii) in the name of each of the Borrowers and/or the Lender to do all such acts and execute all such documents as may be necessary or expedient to effect such application; and

(iii) to combine and/or consolidate all or any accounts in the name of each Borrower with the Lender; and

for that purpose:

aa) to break, or alter the maturity of, all or any part of a deposit of the Borrowers (or either of them);

bb) to convert or translate all or any part of a deposit or other credit balance into Dollars; and

cc) to enter into any other transaction or make any entry with regard to the credit balance which the Lender considers appropriate.

(b) The Borrowers may in their discretion at any time request that the Lender set off any credit balance on the Operating Accounts or other accounts with the Lender (or any Affiliate of the Lender) towards satisfaction of the Outstanding Indebtedness), such prepayment to be made as provided in Clause 4.2 (Voluntary Prepayment).

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(k) Default under the Master Agreement: Without prejudice to its rights hereunder and/or under the Master Agreement, the Lender may at the same time as, or at any time after, any Default under this Agreement or the Borrowers’ default under the Master Agreement, set off any amount due now or in the future from the Borrowers to the Lender under this Agreement against any amount due from the Lender to the Borrowers under the Master Agreement and apply the first amount in discharging the second amount.  The effect of any set off under this Clause 11.4 shall be effective to extinguish or, as the case may require, reduce the liabilities of the Lender under the Master Agreement.

(l) Rights additional: The rights conferred on the Lender by this Clause 11.4 shall be in addition to, and without prejudice to or limitation of, the rights of netting and set off conferred on the Lender by the Master Agreement. Each of the Borrowers acknowledges that the Lender shall be under no obligation to make any payment to the Borrowers (or either of them) under or pursuant to the Master Agreement if, at the time that payment becomes due, there shall have occurred an Event of Default or Termination Event (as those terms are respectively defined in the Master Agreement).

(b) Existing rights unaffected: The Lender shall not be obliged to exercise any right given by this Clause; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which the Lender is entitled (whether under the general law or any document). For all or any of the above purposes authority is hereby given to the Lender to purchase with the moneys standing to the credit of any such account or accounts such other currencies as may be necessary to effect such application. The Lender shall notify the Borrowers forthwith upon the exercise of any right of set‑off giving full details in relation thereto.

12. UNLAWFULNESS, INCREASED COST, BAIL-IN

12.1 Unlawfulness

If any change in, or introduction of, any law, regulation or regulatory requirement or any request of any central bank, monetary, regulatory or other authority or any order of any court renders it unlawful or contrary to any such regulation, requirement, request or order for the Lender to advance the Commitment or the relevant part thereof (as the case may be) or to maintain or fund the Loan, notice shall be given promptly by the Lender to the Borrowers whereupon the Commitment shall be reduced to zero and the Borrowers shall be obliged to prepay the Loan either (i) forthwith or (ii) on a future specified date not being earlier than the latest date permitted by the relevant law or regulation, together with accrued interest thereon to the date of prepayment and all other sums payable by the Borrowers under this Agreement.

12.2 Increased Cost

If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation after the date of this Agreement (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or

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compliance with the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Law or , is to:

(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or

(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or

(c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or

(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or

(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or

(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes,

then and in each case (subject to Clause 12.6 (Exception)):

(a) the Lender shall notify the Borrowers in writing of such event promptly upon its becoming aware of the same; and

(b) the Borrowers shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever.

For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.

12.3 Mitigation

If circumstances arise which would result in a notification under Clause 12.1 (Unlawfulness) or Clause 12.2 (Increased Cost), then, without in any way limiting the rights of the Lender under this Clause, the Lender shall use reasonable endeavours to transfer all the Lender’s obligations, liabilities and rights under this agreement and the Finance Documents to another office or financial institution not affected by the circumstances, but the Lender shall not be under any obligation to take any such action if, in its opinion, to do so would or might: (a) have an adverse effect on its business, operations or financial condition; or (b) involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or involve it in any expense (unless indemnified to its

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satisfaction) or tax disadvantage.

12.4 Claim for increased cost

The Lender will promptly notify the Borrowers of any intention to claim indemnification pursuant to Clause 12.2 (Increased Cost) and such notification will be a conclusive and full evidence binding on the Borrowers as to the amount of any increased cost or reduction and the method of calculating the same and the Borrowers shall be allowed to rebut such evidence by any means of evidence save for witness.  A claim under Clause 12.2 (Increased Cost) may be made at any time and must be discharged by the Borrowers within seven (7) days of demand.  It shall not be a defence to a claim by the Lender under this Clause 12.4 that any increased cost or reduction could have been avoided by the Lender.  Any amount due from the Borrowers under Clause 12.2 (Increased Cost) shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement.

12.5 Option to prepay

If any additional amounts are required to be paid by the Borrowers to the Lender by virtue of Clause 12.2 (Increased Cost), the Borrowers shall be entitled, on giving the Lender not less than fourteen (14) days prior notice in writing, to prepay (without premium or penalty) the Loan and accrued interest thereon, together with all other Outstanding Indebtedness, on the next Interest Payment Date. Any such notice, once given, shall be irrevocable.

12.6 Exception

Nothing in Clause 12.2 (Increased Cost) shall entitle the Lender to receive any amount in respect of compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is subject of an additional payment under Clause 5.3 (Gross Up).

12.7 Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

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13. OPERATING ACCOUNTS

13.1 General

Each of the Borrowers undertakes with the Lender that it will:

(a) on or before the Drawdown Date open its Operating Account; and

(b) procure that all moneys payable to such Borrower in respect of the Earnings of its Vessel shall, unless and until the Lender directs to the contrary pursuant to the relevant General Assignment, be paid to its Operating Account, free from Security Interests and rights of set off other than those created by or under the Finance Documents and, shall be held there on trust for the Lender and shall be applied as provided in Clause 13.2 (Application of Earnings).

13.2 Application of Earnings

(a) Subject to the terms and conditions of the Accounts Pledge Agreement no monies shall be withdrawn from the Operating Accounts save as hereinafter provided. Subject to no Event of Default having occurred and being continuing, all monies paid to the Operating Accounts (whether being Earnings or not) after discharging the costs (if any) incurred by the Lender, in collecting such monies, shall be applied by the Lender as follows:

(i) First: in payment of any arrears of interest due and payable and any and all other sums whatsoever which are then due to the Lender hereunder (such sums to be paid in such order as the Lender may in its sole discretion elect);

provided, however, that the Lender shall be entitled to withdraw the required amounts from the Operating Accounts or any time deposit substitute account under the same or different designation by breaking such time deposit in order to effect payment of any amount due under “First” above;

(ii) Second: in payment of the Operating Expenses; and

(iii) Third: any credit balance shall be, subject to the provisions of this Agreement and the Accounts Pledge Agreement,  available to the Borrowers to be used for any purpose not inconsistent with the Borrowers’ other obligations under this Agreement;

13.3 Interest

Any amounts for the time being standing to the credit of the Operating Account shall bear interest at the rate from time to time offered by the Lender to its customers for Dollar deposits of similar amounts and for periods similar to those for which such amounts are likely to remain standing to the credit of the Operating Account. Such interest shall, provided that (a) the foregoing provisions of this Clause 13 shall have been complied with and (b) no Event of Default (or event which, with the giving of notice and/or lapse of time or other applicable condition, might constitute an Event of Default) shall have occurred and is continuing, be released to the Borrowers.

13.4 Drawings from Operating Accounts

Save as provided in Clause 13.2 (Application of Earnings), none of the Borrowers shall be

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entitled to draw from its Operating Account if an Event of Default has occurred and is continuing.

13.5 Authorisation

For the avoidance of doubt, the Lender shall be entitled (but not obliged) at any time, and to this respect the Lender is hereby authorised by each of the Borrowers from time to time to debit the Operating Accounts, without notice to the Borrowers, in order to discharge any amount due and payable to the Lender under the terms of this Agreement and the Security Documents or otherwise howsoever in connection with the Loan, including, without limitation, any payment of which the Lender has become entitled to demand under Clause 9.2 (Consequences of Default – Acceleration).

13.6 Obligations unaffected

Nothing herein contained shall be deemed to affect:

(a) the liability and absolute obligation of the Borrowers to pay interest on and to repay the Loan as provided in Clauses 3 (Interest) and 4 (Repayment-Prepayment) or the Swap Exposure as provided in the Master Agreement nor shall they constitute or be construed as constituting a manner of postponement thereof; or

(b) any other liability or obligation of the Borrowers or any other Security Party under any Finance Document.

13.7 Relocation of Operating Accounts

Each of the Borrowers, at its own costs and expenses, undertakes with the Lender to comply with or cause to be complied with any written requirement of the Lender from time to time as to the location or re-location of its Operating Account and will from time to time enter into such documentation as the Lender may require in order to create or maintain a security interest in such Operating Account.

13.8 Application on Event of Default

Upon the occurrence of an Event of Default or at any time thereafter (whether or not notice of default has been given to the Borrowers) when an Event of Default continues the Lender shall be entitled to set off and apply all sums standing to the credit of the Operating Accounts (or any of them) and accrued interest (if any) without notice to the Borrowers in the manner specified in Clause 11.3 (Application of Receipts) (and express and irrevocable authority is hereby given by each of the Borrowers to the Lender so to set off by debiting the Operating Accounts accordingly by the same.

13.9 No Security Interests

The Borrowers hereby jointly and severally covenant with the Lender that the Operating Accounts and any moneys therein shall not be charged, assigned, transferred or pledged nor shall there be granted by the Borrowers or suffered to arise any third party rights over or against the whole or any part of the Operating Accounts (or any of them) other than in favour of the Lender as promised herein and in the General Assignments.

13.10 Operation of Operating Accounts

Each Operating Account shall be operated by the relevant Borrower to the degree permitted by this Agreement and the relevant General Assignment in accordance with the

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Lender’s usual terms and conditions (full knowledge of which the Borrowers hereby acknowledges) and subject to the Lender’s usual charges levied on such accounts and/or transactions conducted on such accounts (as from time to time notified by the Lender to the Borrowers).

13.11 Release

Upon payment in full of all principal, interest and all other amounts due to the Lender under the terms of this Agreement and the other Finance Documents, any balance then standing to the credit of any of the Operating Accounts shall be released and paid to the relevant Borrower or to whomsoever else may be entitled to receive such balance.

14. ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE

14.1 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Lender and the Borrowers and their respective successors and assigns.

14.2 No Assignment by the Borrowers and other Security Parties

Neither the Borrowers nor any other Security Parties may assign or transfer any of its rights and/or obligations under this Agreement or any of the other Finance Documents or any documents executed pursuant to this Agreement and/or the other Finance Documents.

14.3 Assignment by the Lender

The Lender may at any time without the consent of the Borrowers but, in the case of (ii), (iii) and (iv) below subject to forty five (45) days prior written notice and consultation with the Borrowers and the other Security Parties, cause all or any part of its rights, benefits and/or obligations under this Agreement and the other Finance Documents to be assigned or transferred to:

(i) another branch, any Subsidiary or Affiliate of or company controlled by, the Lender; or

(ii) a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security fund, a pension fund, an investment company/trust or a special purpose company established for the purposes of securitization; or

(iii) a capital investment company, hedge fund, financial intermediary or special purpose vehicle associated to any of them; or

(iv) a trust corporation, fund or other person which regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets of which are managed or serviced by the Lender

(in each case an “Assignee” or a “Transferee”),

Provided in each case that:

aa) the Assignee or Transferee, shall deliver to the Lender such undertaking as the Lender may approve, whereby the Assignee or Transferee becomes bound by the terms of this Agreement and agrees to perform all or, as the case may be, part of the Lender’s

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obligations under this Agreement; and

bb) the Assignee or Transferee is not a Sanctions Restricted Person; and/or

cc) the liabilities of the Borrowers under this Agreement and any other Finance Document shall not be increased as a result of such assignment or transfer.

14.4 Participation

Except with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), the Lender may not sub-participate all or any part of its rights and/or obligations under the Finance Documents other than to a person to whom an assignment or transfer is permitted under Clause 14.3 (Assignment by the Lender). For these purposes, sub-participation means funded sub-participation, risk sub-participation and any other arrangement analogous to either a funded sub-participation or a risk sub-participation.

14.5 Cost

Any cost of such assignment or transfer or granting sub-participation shall be for the account of the Lender and/or the Assignee, Transferee or sub-participant unless any such assignment, transfer or sub-participation is undertaken at the request of the Borrowers, in which case any cost arising therefrom shall be for the account of the Borrowers.

14.6 Documenting assignments and transfers

If the Lender assigns, transfers or in any other manner grants participation in respect of all or any part of its rights or benefits or transfers all or any of its obligations as provided in this Clause 14.6 the Borrowers undertake, immediately on being requested to do so by the Lender, to enter at the expense of the Lender into and procure that each Security Party enters into such documents as may be necessary or desirable to transfer to the Assignee, Transferee or participant all or the relevant part of the interest of the Lender in the Finance Documents and all relevant references in this Agreement to the Lender shall thereafter be construed as a reference to the Lender and/or assignee, transferee or participant of the Lender to the extent of their respective interests and, in the case of a transfer of all or part of the obligations of the Lender, the Borrowers shall thereafter look only to the Assignee, Transferee or participant in respect of that proportion of the obligations of the Lender under this Agreement assumed by such assignee, transferee or participant. Subject to the provisions of Clause 14.3 (Assignment by the Lender), each of the Borrowers hereby expressly consents to any subsequent transfer of the rights and obligations of the Lender and undertakes that it shall join in and execute such supplemental or substitute agreements as may be necessary to enable the Lender to assign and/or transfer and/or grant participation in respect of its rights and obligations to another branch or to one or more banks or financial institutions in a syndicate or otherwise. The cost of any such assignment shall be borne by the Lender and/or the relevant Assignee or Transferee.

14.7 Disclosure of information

The Lender may disclose to a prospective assignee, substitute or transferee or to any other person who may propose entering into contractual relations with the Lender in relation to this Agreement such information about the Borrowers as the Lender shall consider appropriate if the Lender first procures that the relevant prospective assignee, substitute or transferee or other person (such person together with any prospective assignee, substitute or transferee being hereinafter described as the “Prospective Assignee”) shall undertake to the Lender to keep secret and confidential and shall not, without the consent of the Borrowers, disclose to any third party any of the information, reports or documents

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supplied by the Lender provided, however, that the Prospective Assignee shall be entitled to disclose such information, reports or documents in the following situations:

(a) in relation to any proceedings arising out of this Agreement or the other Finance Documents to the extent considered necessary by the Prospective Assignee to protect its interest; or

(b) pursuant to a court order relating to discovery or otherwise; or

(c) pursuant to any law or regulation or to any fiscal, monetary, tax, governmental or other competent authority; or

(d) to its auditors, legal or other professional advisers.

In addition the Prospective Assignee shall be entitled to disclose or use any such information, reports or documents if the information contained therein shall have emanated in conditions free from confidentiality, bona fide from some person other than the Lender or the Borrowers.

14.8 Changes in constitution or reorganisation of the Lender

For the avoidance of doubt and without prejudice to the provisions of Clause 14.1 (Binding Effect), this Agreement shall remain binding on the Borrowers and the other Security Parties notwithstanding any change in the constitution of the Lender or its absorption in, or amalgamation with, or the acquisition of all or part of its undertaking or assets by, any other person, or any reconstruction or reorganisation of any kind, to the intent that this Agreement shall remain valid and effective in all respects in favour of any Assignee, Transferee or other successor in title of the Lender in the same manner as if such Assignee, Transferee or other successor in title had been named in this Agreement as a party instead of, or in addition to, the Lender.

14.9 Securitisation

The Lender may include all or any part of the Loan in a securitisation (or similar transaction) pursuant to Law 3156/2003, or any other relevant legislation introduced or enacted after the date of this Agreement, without the consent of, or consultation with, but after giving 30-days notice to the Borrowers. The Borrowers will assist the Lender as necessary to achieve a successful securitisation (or similar transaction) provided that the Borrowers shall not be required to bear any third party costs related to any such securitisation (or similar transaction) and that such securitisation (or similar transaction) shall not result in an increase of the Borrowers’ obligations under this Agreement and the other Security Documents and need only provide any such information which any third parties may reasonably require.

14.10 Lending Office

The Lender shall lend through its office at the address specified in the preamble of this Agreement or through any other office of the Lender selected from time to time by it through which the Lender wishes to lend for the purposes of this Agreement.  If the office through which the Lender is lending is changed pursuant to this Clause 14.10, the Lender shall notify the Borrowers promptly of such change and upon notification of any such transfer, the word “Lender” in this Agreement and in the other Finance Documents shall mean the Lender, acting through such branch or branches and the terms and provisions of this Agreement and of the other Finance Documents shall be construed accordingly.

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15. MISCELLANEOUS

15.1 Time of essence

Time is of the essence as regards every obligation of the Borrowers under this Agreement.

15.2 Cumulative Remedies

The rights and remedies of the Lender contained in this Agreement and the other Finance Documents are cumulative and neither exclusive of each other nor of any other rights or remedies conferred by law.

15.3 No implied waivers

No failure, delay or omission by the Lender to exercise any right, remedy or power vested in the Lender under this Agreement and/or the other Finance Documents or by law shall impair such right or power, or be construed as a waiver of, or as an acquiescence in any default by the Borrowers, nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.  In the event of the Lender on any occasion agreeing to waive any such right, remedy or power, or consenting to any departure from the strict application of the provisions of this Agreement or of any other Finance Document, such waiver shall not in any way prejudice or affect the powers conferred upon the Lender under this Agreement and the other Finance Documents or the right of the Lender thereafter to act strictly in accordance with the terms of this Agreement and the other Finance Documents.  No modification or waiver by the Lender of any provision of this Agreement or of any of the other Finance Documents nor any consent by the Lender to any departure therefrom by any Security Party shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given.  No notice to or demand on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.

15.4 Recourse to other security

The Lender shall not be obliged to make any claim or demand or to resort to any Finance Document or other means of payment now or hereafter held by or available to it for enforcing this Agreement or any of the other Finance Documents against the Security Parties (or any of them) or any other person liable and no action taken or omitted by the Lender in connection with any such Finance Document or other means of payment will discharge, reduce, prejudice or affect the liability of any Security Party under this Agreement and the other Finance Documents to which it is, or is to be, a party.

15.5 Integration of Terms

This Agreement contains the entire agreement of the parties and its provisions supersede the provisions of the Commitment Letter (save for the provisions thereof which relate to fees) and any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.

15.6 Amendments

This Agreement and any other Finance Documents shall not be amended or varied in their respective terms by any oral agreement or representation or in any other manner other than by an instrument in writing of even date herewith or subsequent hereto executed by or on behalf of the parties hereto or thereto.

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15.7 Invalidity of Terms

In the event of any provision contained in one or more of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto being invalid, illegal or unenforceable in any respect under any applicable law in any jurisdiction whatsoever, such provision shall be ineffective as to that jurisdiction only without affecting the remaining provisions hereof or thereof.  If, however, this event becomes known to the Lender prior to the drawdown of the Commitment or of any part thereof the Lender shall be entitled to refuse drawdown until this discrepancy is remedied. In case that the invalidity of a part results in the invalidity of the whole Agreement, it is hereby agreed that there will exist a separate obligation of the Borrowers for the prompt payment to the Lender of all the Outstanding Indebtedness. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by the law to the intent that this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto shall be deemed to be valid binding and enforceable in accordance with their respective terms.

15.8 Language and genuineness of documents

(a) Language:  All certificates, instruments and other documents to be delivered under or supplied in connection with this Agreement or any of the other Finance Documents shall be in the English language (or such other language as the Lender shall agree).

(b) Certification of documents:  Any copies of documents delivered to the Lender shall be duly certified as true, complete and accurate copies by appropriate authorities or legal counsel practicing in Greece or England or otherwise as will be acceptable to the Lender at the sole discretion of the Lender.

(c) Certification of signature:  Signatures on Board or shareholder resolutions, Secretary’s certificates and any other documents are, at the discretion of the Lender, to be verified for their genuineness by appropriate Consul or other competent authority.

15.9 Further assurances

Each of the Borrowers undertakes that the Finance Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing under any of the Finance Documents be valid and binding obligations of the respective parties thereto and enforceable in accordance with their respective terms and that it will, at its expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Finance Documents.

15.10 Inconsistency of Terms

In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any other Finance Document the provisions of this Agreement shall prevail.

15.11 Counterparts

This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute but one and the same instrument.

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15.12 Confidentiality

(a) Each of the parties hereto agree and undertake to keep confidential any documentation and any confidential information concerning the business, affairs, directors or employees of the other which comes into its possession in connection with this Agreement and not to use any such documentation, information for any purpose other than for which it was provided.

(b) The Borrowers acknowledge and accept that the Lender may be required by law or that it may be appropriate for the Lender to disclose information and deliver documentation relating to the Borrowers and the transactions and matters in relation to this Agreement and/or the other Finance Documents to governmental or regulatory agencies and authorities.

(c) The Borrowers acknowledge and accept that in case of occurrence of any of the Events of Default the Lender may disclose information and deliver documentation relating to the Borrowers and the transactions and matters in relation to this Agreement and/or the other Finance Documents to third parties to the extent that this is necessary for the enforcement or the contemplation of enforcement of the Lender’s rights or for any other purpose for which in the opinion of the Lender, such disclosure would be useful or appropriate for the interests of the Lender or otherwise and the Borrowers expressly authorise any such disclosure and delivery.

(d) The Borrowers acknowledge and accept that the Lender may be prohibited or it may be inappropriate for the Lender to disclose information to the Borrowers by reason of law or duties of confidentiality owed or to be owed to other persons.

(e) This Clause 15.12 shall be: (i) in addition to all other duties of confidentiality imposed on the Lender and its professional advisers under applicable law; and (ii) subject to any other applicable provisions contained in this Agreement and the other Finance Documents.

15.13 Personal data

(a) Process of personal data: Each of the Borrowers hereby confirms that it has been informed that its personal data and/or the personal data of its director(s), officer(s) and legal representative(s) (together the “personal data”) contained in this Agreement or the personal data that have been or will be lawfully received by the Lender in relation to this Agreement and the Finance Documents will be included at the personal data database maintained by the Lender as processing agent (Υπεύθυνη Επεξεργασίας) and will be processed by the Lender for the purpose of properly serving, supporting and monitoring their current business relationship.

(b) Process of personal data to Teiresias: Each of the Borrowers hereby expressly gives its consent to the communication for process in the meaning of law 2472/97 by the Lender of its personal data contained in this Agreement, the Finance Documents, in the Operating Accounts for onwards communication thereof to an inter-banking database record called “Teiresias” kept and solely used by banks and financial institutions. Each of the Borrowers is entitled at any relevant time throughout the Facility Period to revoke its consent given hereunder by written notice addressed to the Lender and the Registrar of “Teiresias A.E.” at 2, Alamanas street, 15125 Maroussi, Athens, Greece.

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(c) Duration of the process: The personal data process shall survive the termination of this Agreement for such period as it is required by the applicable law.

16. JOINT AND SEVERAL LIABILITY OF THE BORROWERS

16.1 Joint and several liability

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

16.2 No impairment of Borrowers’ obligations

The liabilities and obligations of a Borrower shall not be impaired by:

(a) this Agreement being or later becoming void, unenforceable or illegal as regards the other Borrower;

(b) the Lender entering into any rescheduling, refinancing or other arrangement of any kind with the other Borrower;

(c) the Lender releasing the other Borrower or any Security Interest created by a Finance Document; or

(d) any time, waiver or consent granted to, or composition with the other Borrower or other person;

(e) the release of the other Borrower or any other person under the terms of any composition or arrangement with any creditor thereof;

(f) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(g) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the other Borrower or any other person;

(h) any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(i) any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security;

(j) any insolvency or similar proceedings; or

(k) any combination of the foregoing.

16.3 Principal debtor

Each Borrower declares that it is and will, throughout the Facility Period, remain a principal

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debtor for all amounts owing under this Agreement and the Finance Documents and none of the Borrowers shall in any circumstances be construed to be a surety for the obligations of the other Borrower under this Agreement.

16.4 Subordination

Subject to Clause 16.5 (Borrowers’ required action), during the Facility Period, none of the Borrowers shall:

(a) claim any amount which may be due to it from the other Borrower whether in respect of a payment made, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document; or

(b) take or enforce any form of security from the other Borrower for such an amount, or in any other way seek to have recourse in respect of such an amount against any asset of the other Borrower; or

(c) set off such an amount against any sum due from it to the other Borrower; or

(d) prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving the other Borrower or other Security Party; or

(e) exercise or assert any combination of the foregoing.

16.5 Borrowers’ required action

If during the Facility Period, the Lender, by notice to the Borrowers, requires it to take any action referred to in paragraphs (a) to (d) of Clause 16.4 (Subordination), in relation to the other Borrower, that Borrower shall take that action as soon as practicable after receiving the Lender's notice.

16.6 Deferral of Borrowers' rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by the other Borrower; or

(b) to claim any contribution from the other Borrower in relation to any payment made by it under the Finance Documents.

17. NOTICES AND COMMUNICATIONS

17.1 Notices

Every notice, request, demand or other communication under the Agreement or, unless otherwise provided therein, any of the other Finance Documents shall:

(a) be in writing delivered personally or by first-class prepaid letter (airmail if available), or shall be served through a process server or subject to Clause 10.10 (Communications Indemnity) and Clause 10.11 (Electronic Communication) by fax or electronic mail;

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(b) be deemed to have been received, subject as otherwise provided in this Agreement or the relevant Finance Document, in the case of fax or electronic mail, at the time of dispatch as per transmission report (provided, in either case, that if the date of despatch is not a business day in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day), and in the case of a letter when delivered or served personally or five (5) days after it has been put into the post; and

(c) be sent:

(i) if to be sent to any Security Party, to:

c/o Central Mare Inc.,

1, Vassilissis Sofias Str. & Meg. Alexandrou Str.,

Maroussi, Attica, Greece,

Facsimile No: +30 210 8128320

Attention: Andreas Louka Legal Advisor

E-mail address: louka@loukapartners.com

with copy to:

Mr. Anbu Ramasamy

Gunvor Singapore Pte Ltd

12 Marina Boulevard

#35-03

Marina Bay Financial Centre

Singapore (018982)

Fax: +65 6505 9931

Email: anbu.ramasamy@gunvorgroup.com

and

(ii) if to be sent to the Lender, to

Alpha Bank A.E.

93 Akti Miaouli

185 38 Piraeus, Greece

Fax No.: +30210 42 90 268

Attention: The Manager

E-mail: shipdivision@alpha.gr

or to such other person, address fax number or electronic address as is notified by the relevant Security Party or the Lender (as the case may be) to the other parties to this Agreement and, in the case of any such change of address, or fax number or electronic address notified to the Lender, the same shall not become effective until notice of such change is actually received by the Lender and a copy of the notice of such change is signed by the Lender.

17.2 Effective date of notices

Subject to Clauses 17.3 (Service outside business hours) and 17.4 (Illegible notices):

(a) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and

(b) a notice which is sent by fax or electronic mail shall be deemed to be served, and shall take effect, two hours after its transmission is completed.

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17.3 Service outside business hours

However, if under Clause 17.2 (Effective date of notices) a notice would be deemed to be served:

(a) on a day which is not a Banking Day in the place of receipt; or

(b) on such a Banking Day, but after 5 p.m. local time,

the notice shall (subject to Clause 17.4 (Illegible notices)) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a Banking Day.

17.4 Illegible notices

Clauses 17.2 (Effective date of notices) and 17.3 (Service outside business hours) do not apply if the recipient of a notice notifies the sender within one hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

17.5 Valid notices

A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

17.6 Effect of electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Banking Days' notice.

(b) Any such electronic communication as specified in paragraph 0(a) above to be made between a Security Party and the Lender may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph 0(a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made

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by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.

(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following Banking Day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 17.6.

18. LAW AND JURISDICTION

18.1 Governing Law

(a) This Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance with English Law.

(b) For the purposes of enforcement in Greece, it is hereby expressly agreed that English law as the governing law of this Agreement will be proved by an affidavit of a solicitor from an English law firm to be appointed by the Lender and the said affidavit shall constitute full and conclusive evidence binding on the Borrowers but the Borrowers shall be allowed to rebut such evidence save for witness.

18.2 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement and including claims arising out of tort or delict) (a “Dispute”). Each of the Borrowers irrevocably and unconditionally submits to the jurisdiction of such courts.

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary and waives any objections to the inconvenience of England as a forum.

(c) This Clause 18.2 is for the benefit of the Lender only.  As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

18.3 Process Agent for English Proceedings

Without prejudice to any other mode of service allowed under any relevant law each of the Borrowers irrevocably designates, appoints and empowers Messrs. Top Properties (London) Limited (attention: Mr. Dimosthenis Eleftheriadis) at their office for the time being at 247 Gray’s Inn Road, London WC1X8QZ, England (hereinafter called the “Process Agent for English Proceedings”), to receive for it and on its behalf, service of process issued out of the English courts in relation to any proceedings before the English courts in connection with any Finance Document, provided, however, that:

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(a) each of the Borrowers hereby agrees and undertakes to maintain a Process Agent for English Proceedings throughout the Facility Period and hereby agrees that in the event that if any Process Agent for English Proceedings is unable for any reason to act as agent for service of process, such Borrower must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint for this purpose a substitute Process Agent for English Proceedings and the Lender is hereby irrevocably authorised to effect such appointment on Borrowers’ behalf. The appointment of such Process Agent for English Proceedings shall be valid and binding from the date notice of such appointment is given by the Lender to the Borrowers in accordance with Clause 17.1 (Notices); and

(b) each of the Borrowers hereby agrees that failure by a Process Agent for English Proceedings to notify the Borrowers of the process will not invalidate the proceedings concerned.

18.4 Proceedings in any other country

If it is decided by the Lender that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the forum is hereby waived by each of the Borrowers and it is agreed and undertaken by each of the Borrowers to instruct lawyers in that country to accept service of legal process and not to contest the validity of such proceedings as far as the jurisdiction of the court or courts involved is concerned and each of the Borrowers agrees that any judgment or order obtained in an English court shall be conclusive and binding on the Borrowers and shall be enforceable without review in the courts of any other jurisdiction.

18.5 Process Agent (antiklitos) in Greece

Mr. Andreas Louka, an attorney-at-law, c/o Central Mare Inc., of 1, Vassilissis Sofias Str. & Meg. Alexandrou Str. Maroussi, Attica, Greece (hereinafter called the “Process Agent for Greek Proceedings”) is hereby appointed by each of the Borrowers as agent to accept service, upon whom any judicial process in respect of proceedings in Greece may be served and any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim, notice, request, demand or other communication under this Agreement or any of the Finance Documents. In the event that the Process Agent for Greek Proceedings (or any substitute process agent notified to the Lender in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Lender), which will be conclusively proved by a deed of a process server to the effect that the Process Agent  for Greek Proceedings was not found at such address, any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim or other communication to be sent to any Security Party may be validly served/notified in accordance with the relevant provisions of the Hellenic Code on Civil Procedure.

18.6 Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

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18.7 Meaning of “proceedings”

In this Clause 18 “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

[Remainder of page intentionally left blank]

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SCHEDULE 1

Form of Drawdown Notice

(referred to in Clause 2.2)

To:          ALPHA BANK A.E.

93 Akti Miaouli

185 38 Piraeus, Greece

[●] March, 2020

Re:         US$37,660,000 Loan Agreement (the “Loan Agreement”) dated [●] March, 2020 made between (1) the Lender, as lender and (2) (a) California 19 Inc. of the Marshall Islands and California 20 Inc., of the Marshall Islands (the “Borrowers”), as joint and several borrowers.

1. We refer to the Loan Agreement (terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice) and hereby give you notice that we wish to draw the Commitment as follows:

(i) Loan: the full amount of the Advance [A/B] in the amount of [US$18,830,000 (Dollars Eighteen million eight hundred thirty thousand)];

(ii) Drawdown Date: [●] March, 2020;

(iii) duration of first Interest Period: duration of the first Interest Period in respect of the Loan shall be [●] months; and

(iv) Payment instructions: [in payment to the Operating Account of [………………..] Borrower for onwards remittance to the Builder’s account as per our instructions under separate cover for the purposes set out in Clause 1.1 (Amount and purpose) of the Loan Agreement].

2. We confirm, represent and warrant that:

(i) no event or circumstance has occurred and is continuing which constitutes a Default or will result from the borrowing of the Loan;

(ii) the representations and warranties contained in Clause 6 (Representations and warranties) of the Loan Agreement and the representations and warranties contained in each of the other Finance Documents are true and correct at the date hereof as if made with respect to the facts and circumstances existing at such date;

(iii) the borrowing to be effected by the drawing of the Loan will be within our corporate powers, has been validly authorised by appropriate corporate action and will not cause any limit on our borrowings (whether imposed by statute, regulation, agreement or otherwise) to be exceeded;

(iv) there has been no change in the ownership, management, operations and no Material Adverse Change in our financial position or in the consolidated financial position of ourselves and the other Security Parties from that described by us to the Lender in the negotiation of the Loan Agreement.

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3. This Drawdown Notice cannot be revoked without the prior consent of the Lender.

SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)
for and on behalf of	)	Attorney-in-fact
CALIFORNIA 19 INC.	)
of the Marshall Islands,	)
in the presence of:	)
		Attorney-in-fact

Witness:
Name:	Aristeidis Vourdas
Address:	13 Defteras Merarchias Piraeus, Greece
Occupation:	Attorney-at-Law

SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)
for and on behalf of	)	Attorney-in-fact
CALIFORNIA 20 INC.	)
of the Marshall Islands,	)
in the presence of:	)
		Attorney-in-fact

Witness:
Name:	Aristeidis Vourdas
Address:	13 Defteras Merarchias Piraeus, Greece
Occupation:	Attorney-at-Law

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Schedule 2

Form of Insurance Letter

To:	[P&I Club] [●] [●]
From:	[●] [●], [●]

[●] 20[●]

Dear Sirs

m.v. “[●]” (the “Vessel”)

We are obtaining loan finance from Alpha Bank A.E. (the “Lender”) secured (inter alia) by a first ship mortgage over the Vessel.  The Vessel's insurances will also be assigned to the Lender.

You are hereby authorised to send a copy of the Certificate of Entry for the Vessel to the Lender, c/o their lawyers, namely, Theo V. Sioufas & Co. Law Offices, of 13 Defteras Merarchias Street, 185 35 Piraeus, Greece.  Further, you are also irrevocably authorised to provide the Lender from time to time with any other information whatsoever which they may require relating to the entry of the Vessel in the association.

This letter is governed by, and shall be construed in accordance with, English law.

_____________________________

For and on behalf of

[●]

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Schedule 3

Form of Designation Notice

To: ALPHA BANK A.E., 93, Akti Miaouli, Piraeus, Greece (the “Lender”)

Dated: [●]

Dear Sirs

Re: Loan agreement dated [●] March, 2020 (as amended and/or supplemented from time to time, the “Loan Agreement”) made between (inter alia) (i) ourselves, as joint and several Borrowers, and (ii) the Lender in respect of a term loan facility in an amount of up to US$37,660,000.

We refer to:

2 the Loan Agreement;

3 the Master Agreement dated as of [●] March, 2020 (the “Master Agreement”) made between ourselves and the Lender, as Swap Bank; and

4 a Confirmation delivered pursuant to the Master Agreement and addressed by the Lender to us.

In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a “Designated Transaction” for the purposes of the Loan Agreement and the other Finance Documents.

Yours faithfully

...............................................................

for and on behalf of

CALIFORNIA 19 INC.

CALIFORNIA 20 INC.

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EXECUTION PAGE

IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed on the date first above written.

SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)	/s/ Andreas Louka
for and on behalf of	)	Attorney-in-fact
CALIFORNIA 19 INC.	)
of the Marshall Islands,	)
in the presence of:	)	/s/ Dimitra Karkaletsi
		Attorney-in-fact

Witness:	/s/ Aristeidis Vourdas
Name:	Aristeidis Vourdas
Address:	13 Defteras Merarchias Piraeus, Greece
Occupation:	Attorney-at-Law

SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)	/s/ Andreas Louka
for and on behalf of	)	Attorney-in-fact
CALIFORNIA 19 INC.	)
of the Marshall Islands,	)
in the presence of:	)	/s/ Dimitra Karkaletsi
		Attorney-in-fact

Witness:	/s/ Aristeidis Vourdas
Name:	Aristeidis Vourdas
Address:	13 Defteras Merarchias Piraeus, Greece
Occupation:	Attorney-at-Law

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SIGNED by	)
Mr. Konstantinos Flokos and	)
Mrs. Chrysanthi Papathanasopoulou	)	/s/ Konstantinos Flokos
for and on behalf of	)	Attorney-in-fact
ALPHA BANK A.E.,	)
of Greece,	)
in the presence of:	)	/s/ Chrysanthi Papathanasopoulou
		Attorney-in-fact

Witness:	/s/ Aristeidis Vourdas
Name:	Aristeidis Vourdas
Address:	13 Defteras Merarchias Piraeus, Greece
Occupation:	Attorney-at-Law

99

EX-4.26

Exhibit 4.26

Private & confidential

Dated: 8th December, 2020

ALPHA BANK S.A.

(as Lender)

- and -

CALIFORNIA 19 INC. and

CALIFORNIA 20 INC.

(as joint and several Borrowers)

- and -

CENTRAL MARE INC.

TOP SHIPS INC.

(as Corporate Guarantors)

FIRST SUPPLEMENTAL AGREEMENT

in relation to a Loan Agreement dated 12th March, 2020

for a loan facility of (originally) US $37,660,000

Theo V. Sioufas & Co.

Law Offices

Piraeus

TABLE OF CONTENTS

CLAUSE HEADINGS PAGE

1.	DEFINITIONS	2
2.	REPRESENTATIONS AND WARRANTIES	3
3.	AGREEMENT OF THE LENDER	4
4.	CONDITIONS	4
5.	VARIATIONS TO THE PRINCIPAL AGREEMENT	5
6.	CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS	9
7.	ENTIRE AGREEMENT AND AMENDMENT	9
8.	FEES AND EXPENSES	10
9.	MISCELLANEOUS	10
10.	LAW AND JURISDICTION	10

THIS SUPPLEMENTAL AGREEMENT (“this Supplemental Agreement”) is made this 8th day of December, 2020;

B E T W E E N

(1) ALPHA BANK S.A., (formerly known as ALPHA BANK A.E.) a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting through its office at 93 Akti Miaouli, Piraeus, Greece (the “Lender”); and

(2) (a) CALIFORNIA 19 INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as a Borrower (hereinafter called the “Borrower A”, which expression shall include its successors), as a borrower; and

(b) CALIFORNIA 20 INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as a borrower (hereinafter called the “Borrower B”, which expression shall include its successors),

as joint and several borrowers (hereinafter together called the “Borrowers” and singly a “Borrower”); and

(3) CENTRAL MARE INC., a corporation incorporated in the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as Corporate Guarantor (the “Existing Corporate Guarantor” or the “Approved Manager”, each of which expressions shall include its successors); and

(4) TOP SHIPS INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and which is floating in the NASDAQ (hereinafter called the “New Corporate Guarantor”, which expression shall include its successors),

IS SUPPLEMENTAL to a loan agreement dated 12th March, 2020 made between (i) the Lender as lender, and (ii) the Borrowers, as  joint and several borrowers (the said loan agreement hereinafter called the “Principal Agreement”) on the terms and conditions of which the Lender agreed to advance and has advanced to the Borrowers a secured floating interest rate term loan facility in the amount of up to United States Dollars Thirty seven million six hundred sixty thousand (US$37,660,000) (the “Loan”), for the purposes therein specified (the Principal Agreement as hereby amended and/or supplemented and as the same may hereinafter be amended and/or supplemented called the “Loan Agreement”).

W H E R E A S:

(A) a Master Agreement (on the 2002 ISDA Master Agreement (Multicurrency-Crossborder) form) dated as of 12th March, 2020 has been entered into between the Borrowers, as Party B and the Lender, acting as Swap Bank, as Party A, whereunder the Borrowers may enter or have already entered, as the case may be, into certain Designated Transactions (as such term is defined in the said Master Agreement) pursuant to separate Confirmations (as such term is defined in the said Master Agreement) providing for, amongst other things, the payment of certain amounts by the Borrowers to the Swap Bank (the Master Agreement, the Schedule thereto, the Credit Support Annex and all Designated Transactions from time to time entered into or Confirmations exchanged under the Master Agreement and any amending, supplemental or replacement agreement are hereinafter called the “Master Agreement”)

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(B) the Corporate Guarantor has executed an irrevocable and unconditional Corporate Guarantee dated 12th March, 2020 in favour of the Lender by way of security for all monies now or hereafter due or payable by the Borrowers to the Lender under or pursuant to the Loan Agreement and the other Finance Documents (the “Existing Corporate Guarantee”); and

(C) the Approved Manager has executed two Approved Manager’s Undertakings, the first one dated 16th March, 2020 in respect of m/v “ECO YOSEMITE PARK” and the other dated 26th March, 2020 in respect of m/v “ECO JOSHUA PARK” (together, the “Approved Manager’s Undertakings”), as manager of the Vessels in favour of the Lender, whereby the Approved Manager has (inter alia) subordinated any claims it may have against the Borrowers (or either of them) and/or the Vessels (or either of them) to the claims of the Lender under the Loan Agreement, the Master Agreement and the other Finance Documents in security of the Outstanding Indebtedness.

(D) the Borrowers hereby acknowledge and confirm that (a) the Lender, as lender, has advanced to the Borrowers, as joint and several borrowers, the full amount of the Commitment in the principal amount of United States Dollars Thirty seven million six hundred sixty thousand (US$37,660,000) and (b) as the date hereof the principal amount of United States Dollars Thirty seven million six hundred sixty thousand (US$37,660,000) in respect of the Loan remains outstanding; and

(E) the Borrowers and the other Security Parties have requested the Lender to grant its consent to (inter alia) amendment of the Security Requirement, and the Lender has agreed thereto conditionally upon terms that the Principal Agreement shall be amended in the manner hereinafter set out in Clause 5 (Variations to the Principal Agreement) of this Supplemental Agreement.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 Defined terms and expressions

Words and expressions defined in the Principal Agreement and not otherwise defined herein (including the Recitals hereto) shall have the same meanings when used in this Supplemental Agreement.

1.2 Additional definitions

In addition, in this Supplemental Agreement the words and expressions specified below shall have the meanings attributed to them below:

“Effective Date” means the date hereof or such earlier or later date as the Lender may agree in writing upon which all the conditions contained in Clause 5 (Variations to the Principal Agreement) shall have been satisfied and this Supplemental Agreement shall become effective;

“Loan Agreement” means the Principal Agreement as hereby amended and as the same may from time to time be further amended and/or supplemented;

2

“New Corporate Guarantee” means the irrevocable and unconditional guarantee executed or (as the context may require) to be executed by the New Corporate Guarantor as security for the Outstanding Indebtedness and any and all other obligations of the Borrowers under the Loan Agreement and the other Finance Documents, in form and substance satisfactory to the Lender, as the same may from time to time be amended and/or supplemented; and

“New Corporate Guarantor” means TOP SHIPS INC., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and includes its successors in title.

1.3 Application of interpretation provisions of Loan Agreement

Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms) of the Loan Agreement applies to this Supplemental Agreement as if it were expressly incorporated in it with any necessary modifications.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and warranties of the Principal Agreement

The Borrowers hereby, jointly and severally, represent and warrant to the Lender as at the date hereof that the representations and warranties set forth in the Principal Agreement and the Security Documents (updated mutatis mutandis to the date of this Supplemental Agreement) are (and will be on the Effective Date) true and correct as if all references therein to “this Agreement” were references to the Principal Agreement as amended and supplemented by this Supplemental Agreement.

2.2 Additional Representations and warranties

In addition to the above, the Borrowers, jointly and severally, hereby represent and warrant to the Lender as at the date of this Supplemental Agreement that:

a. each of the Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation has full power to carry on its business as it is now being conducted and to enter into and perform its obligations under the Principal Agreement, this Supplemental Agreement and the New Corporate Guarantee, and has complied with all statutory and other requirements relative to its business;

b. all necessary licences, consents and authorities, governmental or otherwise under this Supplemental Agreement, the Principal Agreement and the New Corporate Guarantee have been obtained and, as of the date of this Supplemental Agreement, no further consents or authorities are necessary for any of the Security Parties to enter into this Supplemental Agreement or otherwise perform its obligations hereunder;

c. this Supplemental Agreement and the New Corporate Guarantee constitutes, the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;

3

d. the execution and delivery of, and the performance of the provisions of this Supplemental Agreement and the New Corporate Guarantee do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of the Security Parties or its respective constitutional documents;

e. no action, suit or proceeding is pending or threatened against any of the Borrowers and the other Security Parties or their assets before any court, board of arbitration or administrative agency which could or might result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrowers or the other Security Parties; and

f. none of the Borrowers and the other Security Parties is and at the Effective Date will be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation.

3. AGREEMENT OF THE LENDER

The Lender, relying upon each of the representations and warranties set out in Clause 2 (Representations and warranties) hereby agrees with the Borrowers, subject to and upon the terms and conditions of this Supplemental Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4 (Conditions), to consent to the amendment of the Principal Agreement in the manner more particularly set out in Clause 5 (Variations to the Principal Agreement).

4. CONDITIONS

4.1 Conditions

The agreement of the Lender contained in Clause 3 (Agreement of the Lender) shall be expressly subject to the condition that the Lender shall have received on or before the Effective Date in form and substance satisfactory to the Lender and its legal advisers:

a. a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrowers and the other corporate Security Parties;

b. a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them;

c. certified and duly legalised copies of resolutions duly passed by the Board of Directors, or the Sole Director as the case may be, of each of the Borrowers and the other Security Parties and certified and duly legalised copies of the resolutions passed at a meeting of the shareholders of each of the Borrowers and the Corporate Guarantor (and of any corporate shareholder thereof) evidencing approval of this Supplemental Agreement and the New Corporate Guarantee to which the relevant Security Party is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;

d. all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement evidencing approval of this Supplemental Agreement and the New Corporate Guarantee and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;

e. the original of any power(s) of attorney issued in favour of any person executing this Supplemental Agreement and the New Corporate Guarantee;

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f. all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and the New Corporate Guarantee;

g. such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors in this Supplemental Agreement and the New Corporate Guarantee as the Lender shall require; and

h. the New Corporate Guarantee duly executed by the respective parties thereto.

5. VARIATIONS TO THE PRINCIPAL AGREEMENT

5.1 Amendments

In consideration of the agreement of the Lender contained in Clause 3 (Agreement of the Lender), the Borrowers hereby agree with the Lender that (subject to the satisfaction of the conditions precedent contained in Clause 4 (Conditions), the provisions of the Principal Agreement shall be varied and/or amended and/or supplemented as follows:

a. with effect as from the Effective Date, the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended to read as follows:

““Corporate Guarantees” means the irrevocable and unconditional guarantees given or, as the context may require, to be given by the Corporate Guarantors, each in the form agreed in writing between the Borrowers and the Lender, as the same may from time to time be amended and/or supplemented, and “Corporate Guarantee” means either of them as the context may require;

“Corporate Guarantors” means (a) Central Mare Inc. (herein “Central Mare”) and (b) Top Ships Inc. (herein “Top Ships”), each a company duly incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, and/or any other person nominated by the Borrowers and acceptable to the Lender which may give a Corporate Guarantee, and includes its successors in title, and “Corporate Guarantor” means either of them as the context may require;

“Security Requirement” means the amount in Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusively binding on the Borrowers) which is at any relevant time not less than two hundred percent (200%) of the aggregate of (a) the amount of the Loan at that time and (b) the Swap Exposure Excess;

b. with effect as from the Effective Date, the following new definitions shall be added to Clause 1.2 (Definitions) of the Principal Agreement reading as follows:

“Compliance Certificate” means a certificate substantially in a form of Schedule 2 signed by the chief financial officer (“CFO”) of Top Ships or, if the CFO is not available, by a director of Top Ships;

“First Supplemental Agreement” means the First Supplemental Agreement dated 8th December, 2020 supplemental to this Agreement executed and made between the Borrowers and the Lender, whereby this Agreement has been amended as therein provided.”;

“Swap Exposure Excess” means, as at any relevant date, the part of the Swap Exposure as certified by the Lender to the Borrowers to be the amount in Dollars by which the Swap Exposure exceeds Dollars Seven hundred fifty thousand ($750,000);

“Top Ships” means “Top Ships Inc.”, a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and which is floating in the NASDAQ;

5

“Top Ships Group” at any relevant time means Top Ships and its Subsidiaries (whether direct or indirect) from time to time during the Security Period and “member of the Top Ships Group” shall be construed accordingly;

c. with effect as from the Effective Date, Clause 8.1(f) (Financial Statements) of the Principal Agreement shall be amended to read as follows:

(f) Financial statements-Compliance Certificate:

(i) furnish the Lender with annual financial statements of the Borrowers and the Corporate Guarantors, audited (in the case of the Borrowers and Top Ships only) by auditors acceptable to the Lender and prepared in accordance with generally accepted accounting principles in the United States consistently applied in respect of each Financial Year as soon as practicable but not later than 180 days after the end of the Financial Year to which they relate, commencing with Financial Year ending on 31st December, 2020;

(ii) (in the case of Clause 8.10 (Financial covenants)) as soon as possible, but in no event later than 90 days after the end of each fiscal semester of Top Ships, unaudited semi-annual consolidated interim financial statements of Top Ships Group; and

(iii) (in the case of Clause 8.10 (Financial covenants)) simultaneously with each of the audited financial statements and un-audited financial statements to be sent to the Lender under paragraphs (i) and (ii) of this Clause 8.1(f), they will sent to the Lender a Compliance Certificate, duly completed and supported by calculations setting out in reasonable detail the materials underling the statements made in such Compliance Certificate;

d. with effect as from the Effective Date, a new Clause 8.10 (Financial covenants) shall be inserted in the Principal Agreement reading as follows:

“8.10          Financial covenants

Top Ships will, for the duration of the Security Period, Top Ships Group’ consolidated financial position, based on the most recent Accounting Information,  comply with the financial covenants set out below:

(a) Adjusted Net Worth: Top Ships to maintain market value Adjusted Net Worth of at least $20,000,000 (Twenty million Dollars);

(b) Liquidity: ensure that throughout the remainder of the Security Period, the Liquid Funds of Top Ships on a consolidated basis will not at any time be, on average, in an amount of less than United States Dollars Seven hundred fifty thousand ($750,000) per owned Fleet Vessel; and

(c) Leverage:  the Leverage Ratio of Top Ships Group shall not exceed seventy five per cent (75%).

The Adjusted Net Worth, Leverage and Liquid Funds of Top Ships to be tested and confirmed to the Lender semi-annually and annually on the basis of the Financial Statements to be delivered to the Lender as per Clause 8.1(f) (Financial statements).

The Adjusted Net Worth, Liquid Funds and Leverage Ratio to be tested and confirmed to the Lender semi-annually and annually on the basis of the semi-annual unaudited and annual audited Financial Statements and the Compliance Certificate to be delivered to the Lender as per Clause 8.1(f) (Financial statements).

6

The expressions used in this Clause 8.10 shall be construed in accordance with law and accounting principles internationally accepted as used in the Accounting Information produced in accordance with Clause 8.1(f) (Financial statements), and for the purposes of this Agreement:

“Accounting Information” means the annual audited consolidated financial statements of Top Ships Group and the interim semi-annual un-audited financial statements of Top Ships Group, to be provided by the Borrowers to the Lender in accordance with Clause 8.1(f) (Financial Statements - Compliance Certificate);

“Accounting Period” means each Financial Year and each half-year of each Financial Year falling during the Security Period for which the Accounting Information is required to be delivered to the Lender pursuant to Clause 8.1(f) (Financial Statements - Compliance Certificate);

“Adjusted Net Worth” means, in respect of an Accounting Period, the amount by which the Market Value of the Fleet Vessels exceeds the Total Debt (after deducting all cash and cash equivalents and restricted cash);

“Cash” and “Cash Equivalents” means, at any relevant time, the aggregate of:

(a)      cash in hand or on deposit with any prime international bank;

(b)      Marketable Securities valued at their then published market value rates owned by Top Ships at that date; and

(c)      any other instrument, security or investment approved by the Lender, which are free from any security interest and/or restrictions.

“Fleet Market Value” means, as of the date of calculation, the aggregate market value of all the Fleet Vessels as determined in accordance with Clause 8.5(b) (Valuation of Vessels) of this Agreement;

“Fleet Vessels” means, together, all of the vessels  (including, but not limited to, the Vessel) from time to time owned or leased by members of the Top Ships Group which, at the relevant time, are included within the Total Assets of the Group in the balance sheet of the Accounting Information (each a “Fleet Vessel”);

“Leverage Ratio” means, in respect of an Accounting Period, the ratio of the Total Debt (after deducting all Cash and Cash Equivalents and restricted cash) to the aggregate Market Value of all Fleet Vessels;

“Marketable Securities” means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Lender.

“Net Interest Expense” means, in respect of an Accounting Period, on a consolidated basis the total interest expense minus the total interest income;

“Total Assets” means, in respect of an Accounting Period, the aggregate value of all assets of the Top Ships Group included in the Accounting Information as “current assets” and the value of all investments and all other tangible and intangible assets of the Top Ships Group properly included in the Accounting Information as “fixed assets” in accordance with US-GAAP; and

“Total Debt” means, in respect of an Accounting Period, the aggregate on a consolidated basis of the Top Ships Group of all short term interest bearing bank debt included in the financial statements of the Top Ships Group under current liabilities plus the long term interest bearing bank debt; and

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“US-GAAP” means accounting principles, concepts, bases and policies generally adopted and accepted in the United States of America consistently applied.

5.2. Security Documents

With effect as from the Effective Date the definition “Security Documents” shall be deemed to include (a) the Security Documents as amended and/or supplemented in pursuance to the terms hereof, (b) the New Corporate Guarantee and (c) any document or documents (including if the context requires the Loan Agreement) that may now or hereafter be executed as security for the repayment of the Loan, interest thereon and any other moneys payable by the Borrowers under the Principal Agreement and the Security Documents (as herein defined) as well as for the performance by the Borrowers and the other Security Parties (as herein defined) of all obligations, covenants and agreements pursuant to the Principal Agreement, this Supplemental Agreement and/or the Security Documents.

5.3 Construction

With effect from the date hereof all references in the Principal Agreement to:

(a) “Corporate Guarantee” in the Principal Agreement shall be construed as references to both the Corporate Guarantees or the relevant Corporate Guarantee, as the context may require;

(b) “Corporate Guarantor” in the Principal Agreement shall be construed as references to both the Corporate Guarantors or the relevant Corporate Guarantor, as the context may require; and

(c) “this Agreement”, “hereunder” and the like and in the Security Documents to the “Loan Agreement” shall be construed as references to the Principal Agreement as amended and/or supplemented by this Supplemental Agreement.

6. RECONFIRMATION

6.1 Reconfirmation of obligations

Each of the Borrowers hereby reconfirms its obligations under the Principal Agreement and its compliance with the covenants contained therein, as amended herein, of the Principal Agreement.

6.2 Acknowledgement

Each of the Security Parties acknowledges and agrees, for the avoidance of doubt, that each of the Security Documents to which it is a party and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement by this Supplemental Agreement and the waivers and other amendments agreed by the Lender in this Supplemental Agreement.

7. CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS

Save for the alterations to the Principal Agreement, and the Security Documents made or to be made pursuant to this Supplemental Agreement, and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this Supplemental Agreement, the Principal Agreement shall remain in full force and effect and the security constituted by the Security Documents shall continue  to remain valid and enforceable and the Borrowers hereby jointly and severally reconfirm their respective obligations under the Principal Agreement as hereby amended and under the Security Documents to which each of them is a party.

8. ENTIRE AGREEMENT AND AMENDMENT

8.1 Entire Agreement

The Principal Agreement, the other Security Documents, and this Supplemental Agreement represent the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any prior expressions of intent or understanding with respect to this transaction and may be amended only by an instrument in writing executed by the parties to be bound or burdened thereby.

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8.2 Supplemental Agreement - Application of Principal Agreement provisions

This Supplemental Agreement is supplementary to and incorporated in the Principal Agreement, all terms and conditions whereof, including, but not limited to, provisions on payments, calculation of interest and Events of Default, shall apply to the performance and interpretation of this Supplemental Agreement.

9. FEES AND EXPENSES

9.1 Costs and expenses

The Borrowers covenant and agree to pay to the Lender upon demand and from time to time all reasonable and documented costs, charges, registration and recording fees, duties and expenses (including legal fees) incurred by the Lender in connection with the negotiation, preparation, execution and enforcement or attempted enforcement of this Supplemental Agreement and any document executed pursuant thereto and/or in preserving or protecting or attempting to preserve or protect the security created hereunder and/or under the Security Documents.

9.2 Stamp Duty

The Borrowers covenant and agree to pay and discharge all stamp duties, registration and recording fees and charges and any other charges whatsoever and wheresoever payable or due in respect of this Supplemental Agreement and/or any document executed pursuant hereto.

10. ASSIGNMENT

The provisions of Clause 14 (Assignment, Transfer, Participation, Lending Office) of the Principal Agreement shall apply to this Supplemental Agreement as if the same were set out herein in full.

11. MISCELLANEOUS

11.1 Incorporation of Loan Agreement provisions

Without prejudice to Clauses 6 (Reconfirmation), 7 (Continuance of Principal Agreement and the Security Documents) and 8 (Entire agreement and amendment) of this Supplemental Agreement, the provisions of Clauses 2.9 (Evidence), 15.7 (Invalidity of Terms) and 17.1 (Notices) of the Principal Agreement apply to this Supplemental Agreement as well and they are deemed to be repeated as if set forth in extenso herein.

11.2 Counterparts

This Supplemental Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

12. LAW AND JURISDICTION

12.1 Governing Law

This Supplemental Agreement and any non-contractual obligations arising out of or in relation to it shall be governed by and construed in accordance with English law and the provisions of Clause 18 (Law and Jurisdiction) of the Principal Agreement shall apply mutatis mutandis to this Supplemental Agreement as if the same were set out herein in full.

12.2 Third Party Rights

A person who is not a party to this Supplemental Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Supplemental Agreement.

IN WITNESS whereof the parties hereto have caused this Supplemental Agreement to be duly executed the date first above written.

[Intentionally left blank]

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EXECUTION PAGE

THE BORROWERS

SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)	/s/ Andreas Louka
for and on behalf of	)	Attorney-in-fact
CALIFORNIA 19 INC.	)
of the Marshall Islands,	)
in the presence of:	)	/s/ Dimitra Karkaletsi
		Attorney-in-fact
SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)	/s/ Andreas Louka
for and on behalf of	)	Attorney-in-fact
CALIFORNIA 20 INC.	)
of the Marshall Islands,	)
in the presence of:	)	/s/ Dimitra Karkaletsi
		Attorney-in-fact

THE CORPORATE GUARANTORS

SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)	/s/ Andreas Louka
for and on behalf of	)	Attorney-in-fact
CENTRAL MARE INC.	)
of the Marshall Islands,	)
in the presence of:	)	/s/ Dimitra Karkaletsi
		Attorney-in-fact
SIGNED by	)
Mr. Andreas Louka and	)
Mrs. Dimitra Karkaletsi	)	/s/ Andreas Louka
for and on behalf of	)	Attorney-in-fact
TOP SHIPS INC.	)
of the Marshall Islands,	)
in the presence of:	)	/s/ Dimitra Karkaletsi
		Attorney-in-fact

Witness to all above signatures:

/s/  Dimitrios P. Sioufas
Name:	Dimitrios P. Sioufas
Address:	Defteras Merarchias 13
	Piraeus, Greece
Occupation:	Attorney-at-law

THE LENDER

SIGNED by	)
Mr. Konstantinos Flokos and	)
Mrs. Chrysanthi Papathanasopoulou	)	/s/ Konstantinos Flokos
for and on behalf of	)	Attorney-in-fact
ALPHA BANK S.A.,	)
of Greece,	)
in the presence of:	)	/s/ Chrysanthi Papathanasopoulou
		Attorney-in-fact

Witness:	/s/  Dimitrios P. Sioufas
Name:	Dimitrios P. Sioufas
Address:	Defteras Merarchias 13
	Piraeus, Greece
Occupation:	Attorney-at-law

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EX-4.27

Exhibit 4.27

Private & confidential          

WARNING TO THE GUARANTOR

This is an important document. You should take independent legal advice before signing and sign only if you want to be legally bound. If you sign and the Lender is not paid you may have to pay instead of the Borrowers. Your liability will be as provided in Clause 2.1.

Dated: 8th December, 2020

TOP SHIPS INC.

as Guarantor

- and -

ALPHA BANK S.A.

as Lender

CORPORATE GUARANTEE

in respect of the obligations of

(i) California 19 Inc. and (ii) California 20 Inc. under a Loan Agreement dated 12th March, 2020 for a secured loan facility of up to US$37,660,000

Theo V. Sioufas & Co.

Law Offices

Piraeus

TABLE OF CONTENTS

CLAUSE HEADINGS PAGE

1.	INTERPRETATION	2
2.	GUARANTEE	4
3.	PAYMENTS	9
4.	REPRESENTATIONS AND WARRANTIES	11
5.	UNDERTAKINGS	14
6.	SET-OFF	17
7.	ASSIGNMENT	18
8.	FURTHER ASSURANCE	19
9.	EXPENSES	19
10.	MISCELLANEOUS	20
11.	NOTICES AND DEMANDS	22
12.	LAW AND JURISDICTION	23

APPENDICES

“A”          Execution form of the Loan Agreement

“B”          Execution form of the Master Agreement

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THIS GUARANTEE is dated 8th December, 2020 and made

BETWEEN:

(1) TOP SHIPS INC., a company duly incorporated under the laws of the Republic of the Marshall Islands, having its registered office at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 and an office in Greece (1, Vassilissis Sofias Str. & Meg. Alexandrou Str., Marousi, Attiki, Greece), established pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) (hereinafter called the “Guarantor”, which expression shall include its successors); and

(2) ALPHA BANK S.A., a banking société anonyme incorporated and existing under the laws of Greece, having its registered office at 40 Stadiou Street, Athens, Greece, acting except as otherwise herein provided through its Shipping Branch at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its successors and assigns).

WHEREAS:

(A) (i) California 19 Inc. and (ii) California 20 Inc., each a Marshall Islands company, as joint and several borrowers (the “Borrowers”), and (iii) the Lender (at the time called Alpha Bank A.E.), as lender and Swap Bank, have entered into a loan agreement dated 12th March, 2020, as amended and/or supplemented by a first supplemental agreement dated 8th December, 2020 made between (inter alia) the Lender, the Borrowers and the  Guarantor (the “First Supplemental Agreement”) (a true copy of the execution form of which has been received by the Guarantor, is attached hereto as Appendix “A” and is made an integral part hereof) (the said loan agreement, as amended and/or supplemented by the First Supplemental Agreement and as the same may from time to time hereafter be further varied, supplemented and/or amended hereinafter called the “Loan Agreement”), pursuant to which the Lender agreed, under the terms and conditions contained therein, to make available to the Borrowers, on a joint and several basis, a secured loan facility in the amount of up to United States Dollars Thirty seven million six hundred sixty thousand (US$37,660,000) (the “Commitment”) for the purposes referred to therein;

(B) by a Master Agreement (on the 2002 ISDA Master Agreement (Multicurrency-Crossborder) form) dated as of 12th March, 2020 and made between the Borrowers, as Party B and the Lender, as Swap Bank, as Party A (the execution form of which is attached hereto as Appendix ‘B’ and made an integral part hereof), the Borrowers may enter or have already entered, as the case may be, into certain Designated Transactions (as such term is defined in the said Master Agreement) pursuant to separate Confirmations (as such term is defined in the said Master Agreement) providing for, amongst other things, the payment of certain amounts by the Borrowers to the Swap Bank (the Master Agreement, the Schedule thereto, the Credit Support Annex and all Designated Transactions from time to time entered into or Confirmations exchanged under the Master Agreement and any amending, supplemental or replacement agreement are hereinafter called the “Master Agreement”);

(C) it is a condition precedent to the Lender maintaining the Loan available to the Borrowers that the Guarantor shall execute and deliver to the Lender this Guarantee, which is one of the “Corporate Guarantees” referred to in Clause 1.2 (Definitions) of the Loan Agreement, and the Guarantor has agreed to execute this Guarantee in consideration of the Lender agreeing, at the request of the Borrowers, to maintain the Loan available to the Borrowers and for other valuable consideration provided by the Lender (the sufficiency of which the Guarantor hereby acknowledges); and

(D) this Guarantee is given by the Guarantor in favour of the Lender by way of security of any and all monies now or hereafter due or payable by the Borrowers to the Lender under or pursuant to the Loan Agreement, the Master Agreement and the Security Documents (as hereinafter defined).

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NOW IT IS HEREBY WITNESSED AND AGREED as follows:

1. INTERPRETATION

1.1 Defined terms and expressions

In this Guarantee, unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Loan Agreement and the Master Agreement and used in this Guarantee shall have the same meaning when used in this Guarantee and it is hereby acknowledged and admitted by the Guarantor that the Guarantor is fully aware of the terms and conditions of the Loan Agreement and the Master Agreement.

1.2 Additional definitions

In this Guarantee, unless the context otherwise requires:

“Collateral Instruments” means notes, bills of exchange, certificates of deposit and other negotiable and non‑negotiable instruments, guarantees, indemnities and other assurances against financial loss and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any indebtedness or liabilities of the Borrowers or any other person liable and includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust assignment or security interest of any kind;

“Finance Documents” means the Loan Agreement, the Security Documents (as hereinafter defined) and any other document designated as such by the Lender and the Borrowers;

“Guarantee” includes each separate or independent stipulation or agreement by the Guarantor contained in this Guarantee;

“Guaranteed Liabilities” means all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in Clause 2.1 (Guarantee to pay and perform);

“Incapacity” means, in relation to a person, the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding‑up, administration, receivership, or other incapacity of that person whatsoever (and, in the case of a partnership, includes the termination of the partnership); and

“Relevant Jurisdiction” means any jurisdiction in which or where the Guarantor is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively connected;

“Security Documents” means together the Security Documents (as defined in the Loan Agreement) and “Security Document” means any of them as the context may require;

“Security Parties” means together the Security Parties (as defined in the Loan Agreement) and “Security Party” means any of them as the context may require; and

“Swap Bank” means the Lender.

1.3 Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Guarantee.

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1.4 Construction of certain terms

In this Guarantee, unless the context otherwise requires:

(a) reference to this Guarantee includes all the terms of this Guarantee and any Schedules, Annexes or Appendices to the Loan Agreement and this Guarantee, which form an integral part of same;

(b) reference to Clauses, Sub-Clauses, Annexes or Appendices and Schedules are to Clauses, Sub-Clauses, Annexes or Appendices and Schedules of this Guarantee and references to this Guarantee includes all the terms of this Guarantee and the Appendix(ces) hereto;

(c) references to (or to any specified provision of) this Guarantee or any other document shall be construed as references to this Guarantee, that provision or that document as in force for the time being and as amended from time to time in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties;

(d) where the context so admits, words in the singular include the plural and vice versa and terms defined in plural or words used in plural (and unless in the specific clause or sentence is otherwise expressly specified) mean all of them collectively and/or each of them and/or anyone of them (even if this is not expressly so spelled out) as the context may require or permit;

(e) references to a time of day are to Piraeus time;

(f) reference to the opinion of the Lender or a determination or acceptance by the Lender or to documents, acts, or persons acceptable or satisfactory to the Lender or the like shall, save as otherwise provided, be construed as reference to the reasonable opinion, determination, acceptance or satisfaction of the Lender at the sole discretion of the Lender and such opinion, determination, acceptance or satisfaction of the Lender shall be conclusive and binding on the Guarantor even if not expressly so spelled out in the particular Clause save for manifest error;

(g) subject to any specific provision of the Loan Agreement and this Guarantee, reference to each of the parties hereto and to the other Finance Documents shall be deemed to be reference to and/to or include, as appropriate, their respective successors and permitted assigns;

(h) references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;

(i) this Guarantee and all documents referred to in this Guarantee include the same as varied and/or amended and/or supplemented from time to time;

(j) all obligations imposed on, or assumed by the Guarantor and any other guarantor are joint and several even if not so expressed;

(k) reference to “any other guarantor” means any person which has guaranteed or at any time may guarantee the obligations of the Borrowers under the Loan Agreement;

(l) references to a “guarantee” include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Financial Indebtedness and “guaranteed” shall be construed accordingly; and

(m) references to any law or enactment, amended or extended shall be deemed to include reference to such enactment as re‑enacted, amended or extended.

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1.5 Inconsistency between Loan Agreement, Master Agreement and this Guarantee

This Guarantee shall be read together with the Loan Agreement and the Master Agreement, but in case of any conflict between the Loan Agreement, the Master Agreement and this Guarantee, the provisions of the Loan Agreement shall prevail.

2. GUARANTEE

2.1 Guarantee to pay and perform

(a) In consideration of the Lender agreeing to make available to the Borrowers, as joint and several borrowers, the Commitment pursuant to the terms and conditions of the Loan Agreement and other good and valuable consideration (the receipt and adequacy whereof the Guarantor hereby acknowledges), the Guarantor as primary obligor and not merely as surety and waiving all the rights, exceptions and objections granted by any applicable law to the Guarantor, hereby jointly and severally with any other guarantor irrevocably and unconditionally guarantees to the Lender the full, complete and prompt performance of all the obligations of the Borrowers under the Loan Agreement and/or the other Finance Documents and the due and punctual payment to the Lender of all sums payable now or in the future by the Borrowers under the Loan Agreement and/or the other Finance Documents as and when the same shall become due, whether by acceleration or otherwise and jointly and severally with any other guarantor, unconditionally undertakes with the Lender that in case of failure by the Borrowers to make payment when due of any sum whatsoever under the Loan Agreement and/or the other Finance Documents, the Guarantor shall, upon demand, pay all sums in respect of which default has been made in accordance with the provisions of the Loan Agreement, the Master Agreement or the relevant Security Document as the case may be (including, without limitation interest to the date of payment at the rate specified in Clause 3.4 (Default interest) of the Loan Agreement in respect of which an amount has become due and remains unpaid and all other charges and Expenses (including legal and other costs on a full indemnity basis).

(b) The liability of the Guarantor shall be to pay to the Lender the full amount from time to time owing to the Lender by the Borrowers under the Loan Agreement and/or the other Finance Documents and the Guarantor confirms and agrees (without prejudice to Clause 2.5 (Obligations unaffected)) that the liability of the Guarantor hereunder shall not be discharged or diminished by any failure by any other guarantor to execute its or his/its guarantee or any release by the Lender of any other guarantor or person from its/his obligations thereunder.

2.2 Statements of account conclusive

The Guarantor expressly agrees and admits that abstracts or photocopies of the books of the Lender as well as statements of accounts or certificates signed by an authorised officer of the Lender shall (save for manifest error) be conclusive, binding and full evidence on the Guarantor as to the existence and/or the amount of the at any time Outstanding Indebtedness, under the Loan Agreement and/or the other Finance Documents, the applicable interest rate or Default Rate, or any other rate provided for or referred to in the Loan Agreement or the Master Agreement, the Interest Period, the value of additional securities (to be calculated in accordance with the respective provisions of the Loan Agreement), the payment or non-payment of any amount due under the Loan Agreement and/or the other Finance Documents.

2.3 Continuing guarantee

This Guarantee is to be a continuing guarantee and shall remain in full force and effect until all moneys due or to become due and payable by the Borrowers under the Loan Agreement, the Master Agreement and the Security Documents shall have been paid or satisfied in full, and is in addition to and not in substitution for, and shall not

4

be prejudiced or affected by, any other security or guarantee now or hereafter held by the Lender for the payment of such moneys.

2.4 Liability unaffected

The liability of the Guarantor hereunder shall not be lessened or impaired and the Guarantor shall not be exonerated by any time, indulgence or relief being given by the Lender to the Borrowers, any other guarantor or any other person, by any amendment of or supplement to the Loan Agreement or any of the other Finance Documents or any other document, by the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against the Borrowers, the Guarantor or any other person or by anything done or omitted which but for this provision might operate to exonerate the Guarantor.

2.5 Obligations unaffected

The obligations of the Guarantor hereunder shall not be affected by any legal limitation, disability, incapacity (including, without limitation, any irregular exercise or absence of corporate power or lack of authority of or any breach of duty by any person purporting to act on behalf of the Borrowers, death, unsoundness of mind, bankruptcy, administration, receivership, liquidation and dissolution) or other circumstances relating to the Borrowers (or either of them), any other guarantor or any other person, whether known or not to the Lender, by any invalidity in or irregularity or unenforceability of the obligations of the Borrowers, any other guarantor or any other person under the Loan Agreement or any of the other Finance Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of the Borrowers, any other guarantor, the Lender or any other person.

2.6 Lender’s right to enforce security

The Guarantor hereby waives all rights the Guarantor may have of first requiring the Lender to proceed against or enforce any guarantee or security of, or claim payment from, the Borrowers or any other person before enforcing this Guarantee and no action taken or omitted by the Lender in connection with any other guarantee or security or other means of payment in respect of the Borrowers’ obligations under the Loan Agreement and the Master Agreement shall discharge, reduce, prejudice or affect the liability of the Guarantor under this Guarantee nor shall the Lender be obliged to apply any money or other property received in consequence of any enforcement or realisation of any other guarantee or security or other means of payment in reduction of the liabilities of the Borrowers under the Loan Agreement, the Master Agreement and the other Finance Documents.

2.7 No right of subrogation and indemnity

(a) Until all the Guaranteed Liabilities have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) the Guarantor agrees that, without the prior written consent of the Lender, it will not:

(i) exercise its rights of subrogation, reimbursement and indemnity against the Borrowers (or either of them) or any other person liable;

(ii) exercise any right to object to any payment to the Lender resulting from any counter claim which the Guarantor might have against the Lender;

(iii) exercise any right to object to any payment, as a result of errors or omissions made by the Lender, which caused the Guarantor to lose any right or recourse against the Borrowers (or either of them) or any third party; and

(iv) exercise any other right, benefit or privilege which the Guarantor has under the law and is subject to waiver.

5

The Guarantor shall not have, as regards this Guarantee, any of the rights and defences of a surety.

2.8 Settlements conditional

Any release settlement or discharge between the Lender and the Guarantor shall be conditional upon no security or payment to the Lender by the Borrowers (or either of them) or any other guarantor or any other person being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force or for any other reason whatsoever and the Lender shall be entitled to recover from the Guarantor the value which the Lender has placed upon such security or the amount of any such payment as if such settlement or discharge had not occurred and any such payment has not been made.

2.9 Interest

The Guarantor agrees to pay interest (to the extent that such interest is not paid by the Borrowers) from the date upon which the Borrowers fail to make payment under the Loan Agreement or any of the other Finance Documents (or, if earlier, from the date when the legal liability of the Borrowers to pay interest under the Loan Agreement ceased by reason of provisions or enactments relating to bankruptcy, insolvency, liquidation or otherwise) until payment has been effected in full of all moneys, obligations and liabilities hereby guaranteed, such interest to be payable before and after judgment at the default rate of interest described in Clause 3.4 (Default interest) of the Loan Agreement (the “Default Rate”). Such interest payment shall – unless the demanded amount already includes interest at the Default Rate - be compounded semi-annually in the event of the demanded amount not being paid by the Guarantor within three (3) Banking Days after receipt by the Guarantor of the Lender’s written demand under this Guarantee and shall be payable on demand.

2.10 No security taken by Guarantor

The Guarantor warrants that it has not taken or received, and undertakes that until all the Guaranteed Liabilities of the Borrowers have been paid or discharged in full, it will not take or receive, the benefit of any security from the Borrowers (or any of them) or any other person in respect of its obligations under this Guarantee.

2.11 Continuing security and other matters

This Guarantee shall:

(a) secure the ultimate balance from time to time owing to the Lender by the Borrowers and shall be a continuing security, notwithstanding any settlement of account or other matter whatsoever;

(b) be in addition to any present or future Collateral Instrument, right or remedy held by or available to the Lender; and

(c) not be in any way prejudiced or affected by the existence of any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Lender dealing with, exchanging, varying or failing to perfect or enforce any of the same or giving time for payment or indulgence or compounding with any other person liable.

2.12 Liability unconditional

The liability of the Guarantor shall not be affected nor shall this Guarantee be discharged or reduced by reason of:

(a) the Incapacity or any change in the name, style or constitution of the Borrowers or any other person liable;

6

(b) the Lender granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, the Borrowers or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Borrowers or any other person liable; or

(c) any act or omission which would not have discharged or affected the liability of the Guarantor had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Guarantor.

2.13 Collateral Instruments

The Lender shall not be obliged to make any claim or demand on the Borrowers or to resort to any Collateral Instrument or other means of payment now or hereafter held by or available to them or it before enforcing this Guarantee and no action taken or omitted by the Lender in connection with any such Collateral Instrument or other means of payment shall discharge, reduce, prejudice or affect the liability of the Guarantor under this Guarantee nor shall the Lender be obliged to apply any money or other property received or recovered in consequence of any enforcement or realisation of any such Collateral Instrument or other means of payment in reduction of the Guaranteed Liabilities.

2.14 Waiver of Guarantor's rights

(a) Until all the Guaranteed Liabilities have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) the Guarantor agrees that, without the prior written consent of the Lender, it will not:

(i) exercise its rights of subrogation, reimbursement and indemnity against the Borrowers (or any of them) or any other person liable;

(ii) demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Guarantor from the Borrowers (or any of them) or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;

(iii) take any step to enforce any right against the Borrowers (or any of them) or any other person liable in respect of any Guaranteed Liabilities; or

(iv) claim any set‑off or counterclaim against the Borrowers (or any of them) or any other person liable or claim or prove in competition with the Lender in the liquidation of the Borrowers (or any of them) or any other person liable or have the benefit of, or share in, any payment from or composition with, the Borrowers (or any of them) or any other person liable or any other Collateral Instrument now or hereafter held by the Lender for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by the Lender, it will prove for the whole or any part of its claim in the liquidation of the Borrowers (or any of them) or any other person liable on terms that the benefit of such proof and of all money received by it in respect thereof shall be held on trust for the Lender and applied in or towards discharge of the Guaranteed Liabilities in such manner as the Lender shall deem appropriate.

The Guarantor shall not have, as regards this Guarantee, any of the rights and defences of a surety.

(b) Without prejudice to the generality of any waivers included in the preceding Clauses the Guarantor hereby specifically waives without reservation, absolutely and unconditionally:

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(i) the benefit of discussion and any other rights, benefits or privileges granted to the Guarantor by any applicable law;

(ii) any right to object to any payment to the Lender resulting from any counter claim which the Guarantor might have against the Lender;

(iii) any right to object to any payment, as a result of errors or omissions made by the Lender, which caused the Guarantor to lose any right or recourse against the Borrowers (or any of them) or any third party; and

(vi) any other right, benefit or privilege which the Guarantor has under the law and it is subject to waiver.

2.15 Suspense account

Any money received in connection with this Guarantee (whether before or after any Incapacity of the Borrowers (or any of them) or the Guarantor) may be placed to the credit of a suspense account with a view to preserving the rights of the Lender to prove for the whole of its claims against the Borrowers (or any of them) or any other person liable or may be applied in or towards satisfaction of such of the Guaranteed Liabilities in accordance with the provisions of Clause 11.3 (Application of funds) of the Loan Agreement.

2.16 Settlements conditional

Any release, discharge or settlement between the Guarantor and the Lender shall be conditional upon no security, disposition or payment to the Lender by the Borrowers (or any of them) or any other person liable being void, set aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Lender shall be entitled to enforce this Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made.

2.17 Lender’s right to enforce security

The Guarantor hereby waives all rights the Guarantor may have of first requiring the Lender to proceed against or enforce any guarantee or security of, or claim payment from, the Borrowers, any other guarantor or any other person before enforcing this Guarantee and no action taken or omitted by the Lender in connection with any other guarantee or security or other means of payment in respect of the Borrowers’ obligations under the Loan Agreement and the Master Agreement shall discharge, reduce, prejudice or affect the liability of the Guarantor under this Guarantee.

2.18 Indemnity

In addition to the obligations of the Guarantor under Clause 2.1 (Guarantee to pay and perform) and separate therefrom, the Guarantor irrevocably agrees to indemnify and keep the Lender indemnified forthwith upon demand against (i) any loss of whatsoever kind resulting from the failure by the Borrowers (or either of them) to make when stated to be due any payment due to the Lender or to perform when due any other obligation under or in respect of the Loan Agreement, the Finance Documents or any of them, whether or not the Lender has attempted to enforce any right against the Borrowers (or either of them) and (ii) all costs, charges and Expenses (including, without limitation, legal expenses on a full indemnity basis) which the Lender may incur in proceedings against the Borrowers and/or the Guarantor or any of them.. Without prejudice to the generality of the foregoing, such loss shall include the total amount of all those amounts (to the extent to which the Lender shall not already have received them) as are expressed to fall within the obligations of the Guarantor under this Clause 2.1 (Guarantee to pay and perform).

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2.19 Admission of debt binding

Any admission of debt by the Borrowers (or any of them) made in writing will be binding automatically on the Guarantor.

2.20 Guarantor to deliver up certain property

If, contrary to Clause 2.5 (No security taken by Guarantor) or Clause 2.14 (Waiver of Guarantor's rights), the Guarantor takes or receives the benefit of any security or receives or recovers any money or other property from the Borrowers, such security, money or other property shall be held on trust for the Lender and shall be delivered to the Lender on demand, provided, however, that that any dividends received in the normal course of business by the Guarantor from the Borrowers won’t be held on trust for the Lender unless an Event of Default has occurred.

2.21 Guarantor bound

The Guarantor agrees to be bound by the Guarantee notwithstanding that any other person intended to execute or to be bound by any other guarantee or assurance under or pursuant to the Loan Agreement and/or the Master Agreement may not do so or may not be effectually bound and notwithstanding that such other guarantee or assurance may be determined or be or become invalid or unenforceable against any other person, whether or not the deficiency is known to the Lender.

2.22 Judgements relating to Loan Agreement

This Guarantee shall cover any amount payable by the Borrowers under or in connection with any judgment relating to the Loan Agreement and any other Finance Document.

2.23 No limit on number of demands

The Lender may serve more than one demand under Clause 2.1 (Guarantee to pay and perform).

2.24 Release of Guarantee

This Guarantee shall terminate and be cancelled upon the receipt by the Lender of all amounts due or to become due to it hereunder (i.e. the Outstanding Indebtedness in full) in accordance with the terms hereof, whereupon, the Guarantor shall be fully released from any and all of its obligations hereunder, the Loan Agreement and the other Finance Documents and the Lender shall execute, at the Guarantor’s cost and request, a deed of release of the Guarantor.

3. PAYMENTS

3.1 Payments

All payments to be made by the Guarantor to the Lender under this Guarantee shall be made pursuant to Clause 5.1 (Payments-No set-off or counterclaims) of the Loan Agreement.

3.2 Banking Days

All payments due shall be made on a Banking Day. If the due date for payment falls on a day which is not a Banking Day, that payment due shall be made on the first Banking Day thereafter, provided that this falls in the same calendar month. If it does not, payments shall fall due and be made on the last Banking Day before the said due date. Payment shall be made to the account which the Lender shall designate.

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3.3 No set-off or counterclaim

All payments to be made by the Guarantor under any of the Security Documents shall be made without any set-off or counterclaim whatsoever, and free and clear of, and without withholding or deduction now or hereafter, Taxes or withholdings and any restrictions or conditions resulting in any charge whatsoever imposed, either now or hereafter, by any sovereign state or by any political sub-division or taxing authority of any sovereign state or any other deductions or withholdings (collectively referred to below as “Governmental Withholdings”).

3.4 Grossing up for Taxes

(a) If at any time any law, regulation, regulatory requirement or requirement of any governmental authority, monetary agency, central bank or the like compels the Guarantor to make payment subject to Governmental Withholdings, or any other deduction or withholding, the Guarantor shall in addition pay to the Lender on the due date for payment such additional amounts as may be necessary to ensure that there will be received by the Lender (and retained by it, free from any liability in respect of any Governmental Withholdings or any other deduction or withholding) a net amount equal to the full amount which would have been received had payment not been made subject to such Governmental Withholdings or other deduction or withholding. The Guarantor shall indemnify the Lender against any losses or costs incurred by the Lender by reason of any failure of the Guarantor to make any such Governmental Withholdings or other deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Guarantor shall, not later than 30 days after each deduction, withholding or payment of any Governmental Withholdings, forward to the Lender official receipts and any other documentary receipts and any other documentary evidence reasonably required by the Lender in respect of the payment of any Governmental Withholdings or other deduction or withholding.

(b) For the avoidance of doubt, Clause 3.4(a) does not apply in respect of sums due from the Borrowers to the Swap Bank under or in connection with the Master Agreement as to which sums the relevant provisions of the Master Agreement shall apply.

3.5 Tax credit

If the Lender receives for its own account a repayment or credit in respect of tax on account for which the Guarantor has made an increased payment under this Clause, it shall pay to the Guarantor a sum equal to the repayment or credit received, provided always that:

(a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions;

(b) nothing in this Clause shall oblige the Lender to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; and

(c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Guarantor has made an increased payment under this Clause; and any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Guarantor.

3.6 Currency indemnity

(a) If any sum due from the Borrowers and/or the Guarantor under the Loan Agreement, this Guarantee and any of the other Security Documents or any order or judgement given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under the Loan

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Agreement, this Guarantee or any of the other Security Document respectively or under such order or judgement into another currency (the “second currency”) for the purpose of (i)making or filing a claim or proof against the Borrowers, the Guarantor or any other Security Party, as the case may be, (ii) obtaining an order or judgement in any court or other tribunal or (iii)enforcing any order or judgement given or made in relation to any of the other Security Documents, the Borrowers, the Guarantor and any other Security Party shall (and it is hereby expressly undertaken by the Guarantor to) indemnify and hold the Lender harmless from and against any loss suffered as a result of any difference between (a)the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b)the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgement, claim or proof. Any amount due from the Guarantor under this Clause shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of any of the other Security Documents, and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

(b) For the avoidance of doubt, Clause 3.6(a) does not apply in respect of sums due from the Borrowers to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of the Master Agreement shall apply.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and warranties

The Guarantor represents and warrants that:

(a) Due incorporation: the Guarantor is a corporation duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands, as a Marshall Islands corporation and has power to carry on its business as it is now being lawfully conducted to manage vessels and to own its property and other assets;

(b) Corporate power to guarantee: the Guarantor has power to enter into, execute, deliver, and perform its obligations under, this Guarantee; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Guarantor to give guarantees will be exceeded as a result of this Guarantee;

(c) No conflict with other obligations: the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, this Guarantee by the Guarantor will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Guarantor is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Guarantor is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the Guarantor's Articles of Incorporation or (iv) result in the creation or imposition of or oblige the Guarantor to create any Encumbrance (other than a Permitted Security Interest) on any of the Guarantor's undertakings, assets, rights or revenues;

(d) No litigation: no action, suit, proceeding, litigation, arbitration, tax claim or administrative proceeding or dispute against the Guarantor is presently taking place or pending or to its knowledge threatened nor is there subsisting any judgment or award relating to sums exceeding Dollars Five hundred thousand ($500,000) given against the Guarantor before any court, board of arbitration or other body which, in either case, if adversely determined, would result in a material adverse change in the business or financial condition of the Guarantor;

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(e) No filings required:  it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to this Guarantee and this Guarantee is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

(f) Choice of law: the choice by the Guarantor of English law to govern this Guarantee and the submission by the Guarantor to the non‑exclusive jurisdiction of the English courts is valid and binding;

(g) No immunity:  neither the Guarantor nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

(h) Consents obtained:  every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Guarantor to authorise, or required by the Guarantor in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Guarantee or the performance by the Guarantor of its obligations under this Guarantee has been obtained or made and is in full force and effect and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in connection with, any of the same;

(i) No material adverse change:  there has been no material adverse change in the financial position of the Guarantor from that described by the Guarantor to the Lender in the negotiation of this Guarantee;

(j) No default under other Financial Indebtedness:  the Guarantor is not, to the knowledge of Directors/Officers of the Guarantor, (nor would with the giving of notice or lapse of time be) in breach of or in default under any agreement relating to Financial Indebtedness to which it is a party or by which it may be bound nor any Event of Default relating to the Guarantor (or event which, with the giving of notice and/or lapse of time or other applicable condition might constitute an Event of Default relating to the Guarantor) has occurred and is continuing and nor will such a default or Event of Default (or such event) result from the entry by the Guarantor into this Guarantee or the performance by the Guarantor of any of its obligations under this Guarantee (including, without limitation, obligations under guarantees);

(k) Financial information: all financial and other information, accounts, statements of financial position, exhibits and reports furnished by or on behalf of any Security Party to the Lender in connection with the negotiation and preparation of the Loan Agreement, this Guarantee and each of the Security Documents are true and accurate in all material respects and not misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; there are no other facts the omission of which would make any fact or statement therein misleading and, in the case of accounts and statements of financial position, have been prepared in accordance with generally accepted accounting principles which have been consistently applied;

(l) No Encumbrance: none of the assets of the Guarantor is subject to any Encumbrance except as disclosed in writing to the Lender on or prior to the date of this Guarantee;

(m) Financial condition: the financial condition of any of the Borrowers, the Guarantor and any other Security Party has not suffered any material deterioration since that condition was last disclosed to the Lender;

(n) No immunity: neither any of the Borrowers nor the Guarantor nor any other Security Party nor any of their respective assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

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(o) Payment, no withholdings etc.: all payments made or to be made by the Guarantor under or pursuant to this Guarantee may be free and clear of, and without deduction or withholding for or on account of, any Taxes;

(p) Commercial benefit: the giving of this Guarantee by the Guarantor is to the commercial benefit of the Guarantor in that the Guarantor is a  major shareholder of each of the Borrowers, has close co-operation and mutual assistance with the Borrowers and that by lending its support to the Borrowers through this Guarantee it furthers its own business interests within the scope of its constitutional documents;

(q) No filings: it is not necessary for the legality, validity, enforceability or admissibility in evidence of this Guarantee that this Guarantee or any document relating hereto be registered, filed, recorded or enrolled with any court or authority in any Relevant Jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Guarantee;

(r) No Taxes: no Taxes are imposed by deduction, withholding or otherwise on any payment to be made by any Security Party under the Loan Agreement and/or any of the other Finance Documents or are imposed on or by virtue of the execution or delivery by any Security Party of the Loan Agreement and/or any of other the Finance Documents to which it is or is to be a party or any document or instrument to be executed or delivered hereunder or thereunder;

(s) Binding obligations: this Guarantee constitutes valid and legally binding and enforceable against the Guarantor in accordance with its terms and conditions, and that there are no other agreements or arrangements which may adversely affect or conflict with the Loan Agreement or this Guarantee or the security thereby created;

(t) Pari passu: the obligations imposed on the Guarantor by this Guarantee do and will constitute direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and subordinated Financial Indebtedness of the Guarantor with the exception of any obligations which are mandatorily preferred by law and not by contract;

(u) Choice of law:  the choice of law agreed to, in this Guarantee and the other Finance Documents to which the Guarantor is or is to be a party and the submission to the non/exclusive jurisdiction of the courts agreed in each of this Guarantee and the other Finance Documents to which the Guarantor is or is to be a party are or will be, on execution of thereof, valid and binding on the Guarantor;

(v) Guarantor’s awareness: all the terms and provisions of the Loan Agreement, the Master Agreement and the other Finance Documents have been perused by the Guarantor and the Guarantor is fully familiar with such terms and provisions which have been fully understood by the Guarantor and the Guarantor agrees to all the provisions of the Loan Agreement, the Master Agreement and the other Finance Documents;

(w) Independent legal advice: the Guarantor has read and understood the provisions of this Guarantee and has taken independent legal advice as to the effect hereof and, in particular, the Guarantor understands that failure to comply with this Guarantee may result in the Guarantor's assets being seized and/or bankruptcy of the Guarantor;

(x) No waiver: no oral or written statement has been made by or on behalf of the Lender which could be construed as a waiver of any provisions of this Guarantee or a statement of intention not to enforce the same in accordance with its terms;

(y) No material adverse change:  there has been no material adverse change in the financial position of the Guarantor from that described by the Borrowers to the Lender in the negotiation of the Loan Agreement;

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(z) Holding company: the Guarantor is a direct or indirect holding company of various shipping companies involved in the owning of vessels (including the Borrowers) engaged in international voyages and earning profits in free foreign currency

(aa) No default: there has not occurred and/or is continuing any Event of Default or any event which would constitute an Event of Default with the passage of time or the giving of notice or both; and

(bb) Sanctions: as regards Sanctions:

(i) the Guarantor is not a Sanctions Restricted Person; and

(ii) the Guarantor is in compliance with all Sanctions.

4.2 Additional representations and warranties

The Guarantor further represents and warrants to the Lender that:

(a) No representation or warranty: the Guarantor has not received from the Lender any representation or warranty concerning this Guarantee other than as expressly provided in this Guarantee;

(b) Borrowers’ representations and warranties: all the representations made by the Borrowers in Clause 6 (Representations and warranties) of the Loan Agreement are in every respect true and accurate and are correct and are repeated herein by the Guarantor as if they are made in extenso in this Guarantee;

(c) Representations and warranties true and correct: at the time of entering this Guarantee all above representations and warranties and/or any other information given by the Borrowers (or either of them) and/or the Guarantor and/or the other Security Parties to the Lender are true and accurate; and

(d) Survival: the representations and warranties of the Guarantor set out in Clause 4.1 (Representations and warranties) shall survive the execution of this Guarantee and shall be deemed to be repeated upon the Drawdown Date with respect to the facts and circumstances existing at that time, as if made at that time.

4.3 Repetition of representations and warranties

The representations and warranties in Clauses 4.1 (Representations and warranties) and 4.2 (Additional representations and warranties) shall be deemed to be repeated by the Guarantor on and as of each day from the date of this Guarantee until all moneys due or owing by the Security Parties or any of them under the Loan Agreement, this Guarantee and the other Security Documents have been repaid in full as if made with reference to the facts and circumstances existing on each such day.

5. UNDERTAKINGS

5.1 General undertakings

The Guarantor undertakes that, from the date of this Guarantee and throughout the Security Period up until the release of this Guarantee in accordance with Clause 2.24 (Release of Guarantee), it will comply in full with the following undertakings:

(a) Notice of default:  the Guarantor will promptly inform the Lender of any occurrence of which it becomes aware which might adversely affect its ability to perform its obligations under this Guarantee and of any Event of Default or Potential Event of Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, no Event of Default has occurred and is continuing;

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(b) Notice of litigation etc.:  the Guarantor will send (or procure that there is sent) to the Lender as soon as the same is instituted (or, to the knowledge of the Guarantor, threatened), details of any litigation, arbitration or administrative proceedings against or involving the Guarantor which, if adversely determined, would result in a material adverse change in the business or financial condition of the Guarantor;

(c) Consents and licences:  the Guarantor will obtain or cause to be obtained, maintain in full force and effect and promptly renew from time to time, and will, on Lenders’ reasonable request promptly furnish certified copies to the Lenders of, all such authorisations, approvals, consents and licences as may be required under any applicable law or regulation to enable the Guarantor to perform its obligations under this Guarantee or required for the validity or enforceability of this Guarantee, and the Guarantor shall comply with the terms of the same;

(d) Pari passu: the Guarantor will ensure that its obligations under this Guarantee shall, without prejudice to the provisions of Clause 5.2 (Negative undertakings), at all times rank at least pari passu with all its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

(e) Provision of other information:  the Guarantor will provide (or procure that there is provided) the Lender:

(i) as soon as the same is instituted (or, to the knowledge of the Guarantor, threatened), with details of any litigation, arbitration or administrative proceedings against or involving the Guarantor which, if adversely determined, would result in a material adverse change in the business or financial condition of the Guarantor; and

(ii) with such financial and other information (excluding any information containing confidential pricing information and/or any document which is publicly filed in connection with regulatory requirements) relating to its business, undertaking, assets, liabilities, revenues, financial condition, affairs activities, financial standing, Financial Indebtedness and operations and the performance of the Vessels as the Lender may from time to time reasonably request;

(f) Obligations under Finance Documents: the Guarantor will duly and punctually perform each of the obligations expressed to be assumed by it under the Finance Documents to which it is or is to be a party;

(g) Banking operations: the Guarantor will ensure that all banking operations in connection with the Vessels are carried out through the respective Operating Accounts;

(h) Taxes: pay all Taxes, assessments and other governmental charges when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail;

(i) Know your customer and money laundering compliance: provide the Lender with such documents and evidence as the Lender shall from time to time require, based on law and regulations applicable from time to time and the Lender’s own internal guidelines applicable from time to time to identify the Guarantor, including the ultimate legal and beneficial owner or owners of such entities, and any other persons involved or affected by the transaction(s) contemplated by the Loan Agreement and this Guarantee.

5.2 Negative undertakings

The Guarantor hereby undertakes with the Lender that, from the date of this Guarantee and and throughout the Security Period, it will not, without the prior written consent of the Lender:

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(a) No further Financial Indebtedness: incur any further Financial Indebtedness nor authorise or accept any capital commitments (other than that in the ordinary course of its business, which is likely to have a Material Adverse Effect;

(b) No guarantees: (such consent not to be unreasonably withheld) issue any guarantees or indemnities or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation except (i) pursuant to any Finance Documents to which it is or is to be a party, (ii) except for guarantees or indemnities from time to time required in the ordinary course of business and (iii) except for guarantees granted or to be granted in favour of other lenders in security of obligations of shipowning companies whose vessels’ loans are guaranteed;

(c) No loans: make any loans or grant any credit to any person or agree to do so (save for intra-Group cash-flows or normal trade credit in the ordinary course of business);

(d) No borrowing: incur any Borrowed Money except for Borrowed Money pursuant to any Finance Documents to which it is or is to be a party and in the ordinary course of its business;

(e) No repayment of borrowings: repay or prepay the principal of, or pay interest on or any other sum in connection with any of its Borrowed Money except for Borrowed Money pursuant to any Finance Documents to which it is or is to be a party and in the ordinary course of its business, including repayment of borrowings made as a result of guarantees granted as per (d);

(f) No payments:  except pursuant to the Loan Agreement, this Guarantee and any Finance Documents (or as expressly permitted by the same) pay out any funds to any company or person except in connection with its administration, in the ordinary course of business and except dividends and/or distributions, subject to clause 5.2.(k);

(g) Maintenance of Legal Structure: permit any of the documents defining its constitution to be altered in any material manner whatsoever;

(h) Maintenance of Business Structure: change the nature, organisation and conduct of its business or carry on any business other than the business carried on the date hereof, i.e. being a holding company of various shipping companies involved in the owning of vessels;

(i) No merger: (such consent not to be unreasonably withheld)  merge or consolidate with any other company or person;

(j) No acquisitions: acquire any further assets other than rights arising under contracts entered into by or on behalf of the Guarantor in the ordinary course of its businesses;

(k) No dividends: once an Event of Default has occurred and is continuing, declare or pay any distribution under any name or description upon any of the issued shares or otherwise dispose of any of its present or future assets, undertakings, rights or revenues (to any of the shareholders of the Borrowers (or either of them);

(l) No change of control:  permit any change to be made directly or indirectly in the ownership, beneficial ownership control or management of either Borrower, the Guarantor or either Vessel as a result of which less than 51% of the voting rights in the Guarantor and/or less than 30% of the entire issued and outstanding shares/stock of the Guarantor remain in the ultimate legal and beneficial ownership of the Beneficial Shareholders disclosed to the Lender at the negotiation of the Loan Agreement and confirmed in writing on or before the date hereof without the prior written consent of the Lender (such consent not to be unreasonably withheld).

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5.3 Compliance with Sanctions, laws etc.

The Guarantor:

(a) Compliance with laws etc.: shall comply, in all respects with all laws to which it may be subject, if (except as regards Sanctions, to which Clause 5.3(b) applies, and anti-corruption laws, to which Clauses 5.3(c) failure so to comply has or is reasonably likely to have a Material Adverse Effect;

(b)          Compliance with Sanctions: shall comply in all respects with all Sanctions;

(c)          Compliance with anti-corruption laws:

(i) shall not directly or indirectly use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions; and

(ii) shall conduct its businesses in compliance with applicable anti-corruption laws.

5.4 Additional Documents

The Guarantor hereby further undertakes and agrees with the Lender that throughout the Security Period it will from time to time at the request of the Lender execute and deliver to the Lender or procure the execution and delivery to the Lender of all such documents as shall be deemed desirable at the reasonable discretion of the Lender for giving full effect to this Guarantee, and for perfecting, protecting the value of or enforcing any rights or securities granted to the Lender under this Guarantee and any other documents executed pursuant hereto or thereto and in case that any conditions precedent (with the Lender’s consent) have not been fulfilled prior to the Drawdown Date, such conditions shall be complied with within fifteen (15) Banking Days after the Lender’s written request (unless the Lender agrees otherwise in writing) and failure to comply with this covenant shall be an Event of Default.

5.5 Know your customer and money laundering compliance

The Guarantor hereby undertakes with the Lender that, from the date of this Guarantee and so long as any moneys are owing under the Finance Documents and while all or any part of the Outstanding Indebtedness remains outstanding, it will provide the Lender, or procure the provision of, such documentation and other evidence as the Lender shall from time to time require, based on applicable law and regulations from time to time and the Lender’s own internal guidelines from time to time to identify the Guarantor, including the disclosure in writing of the ultimate legal and beneficial owner or owners of such entities, and any other persons involved or affected by the transaction(s) contemplated by the Loan Agreement in order for the Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

6. SET-OFF

6.1 Right of set-off

In the occurrence of an Event of Default which is continuing, express authority is hereby given by the Guarantor to the Lender without prejudice to any of the rights of the Lender at law, in equity or otherwise, at any time and without notice to the Guarantor:

(a) to apply any credit balance standing upon any account of the Guarantor with any branch of the Lender and in whatever currency in or towards satisfaction of any sum due to the Lender from the Guarantor under this Guarantee and/or any of the other Security Documents;

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(b) in the name of the Guarantor and/or the Lender to do all such acts and execute all such documents as may be necessary or expedient to effect such application; and

(c) to combine and/or consolidate all or any accounts in the name of the Guarantor with the Lender.

For all or any of the above purposes authority is hereby given to the Lender to purchase with the monies standing to the credit of any such account or accounts such other currencies as may be necessary to effect such application. The Lender shall notify the Guarantor upon the exercise of any right of set‑off giving full details in relation thereto.

7. ASSIGNMENT

7.1 Assignment by the Lender

The provisions of Clause 14 (Assignment, Transfer, Participation, Lending Office) of the Loan Agreement shall apply, with necessary adoption (such as construing references to the Borrowers as references to the Guarantor) in relation to the right and ability of the Lender and the procedure for such assignment or transfer or change of Lending Office, to assign its rights and/or obligations under this Guarantee, provided always that the liabilities of the Guarantor under this Guarantee or any other Finance Document shall not be increased as a result of any such assignment, transfer, participation or change of Lending Office and that in the event, the Guarantor’s liabilities (actual or contingent) are increased, notwithstanding this provision, the Guarantor shall not be liable for any such excess.

7.2 Benefit and Burden

This Guarantee shall be binding upon the Guarantor and its successors in title and shall enure for the benefit of the Lender and its successors in title and its assignees, transferees and participants. The Guarantor expressly acknowledges and accepts the provisions of Clause 14 (Assignment, Transfer, Participation, Lending Office) of the Loan Agreement and agrees that any person in favour of whom an assignment or a transfer is made in accordance with that Clause shall be entitled to the benefit of this Guarantee.

7.3 No assignment by the Guarantor

The Guarantor may not assign or transfer any of its rights or obligations under this Guarantee.

7.4 Disclosure of information

The Guarantor does, irrevocably authorise the Lender to give, divulge and reveal from time to time information and details relating to its accounts, the Loan, and any agreement entered into by the Guarantor or information provided by the Guarantor in connection with this Guarantee to:

(a) any public or internationally recognised authorities that are entitled to and have requested to obtain such information; and/or

(b) the Lender’s head offices, branches and affiliates and professional advisors; and/or

(c) any other parties to the Finance Documents; and/or

(d) a rating agency or their professional advisors; and/or

(e) any person with whom a Lender proposes to enter (or considers to enter) into contractual relations in relation to the Loan; and/or

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(f) any other person regarding the funding, re-financing, transfer, assignment, sale, sub-participation, operational arrangement or other transaction in relation to the Loan, including without limitation, for purposes in connection with a securitisation or similar transaction or any enforcement, preservation, assignment, transfer, sale or sub-participation of any of the relevant Lender's rights and obligations,

Provided that, prior to the provision of any information under sub-Clauses (e) and (f) above, such persons therein referred to will be required to sign a confidentiality agreement.

7.5 Documentation

If the Lender assigns, transfers or in any other manner grants participation in respect of all or any part of its rights or benefits or transfers all or any of its obligations as provided in this Clause, the Guarantor undertakes, immediately on being requested to do so by the Lender, to enter into such documents as may be necessary or desirable to transfer to the assignee, transferee or participant all or the relevant part of the interest of the Lender in the Security Documents and all relevant references in this Guarantee to the Lender shall thereafter be construed as a reference to the Lender and/or assignee, transferee or participant  of the Lender to the extent of their respective interests and, in the case of a transfer of all or part of the obligations of the Lender, the Guarantor shall thereafter look only to the assignee, transferee or participant in respect of that proportion of the obligations of the Lender under this Guarantee assumed by such assignee, transferee or participant. The Guarantor shall join in and execute such supplemental or substitute agreements as may be necessary to enable the Lender to assign and/or transfer and/or grant participation in respect of its rights and obligations to another branch or to one or more banks or financial institutions in syndicate or otherwise. Any costs, fees and expenses incurred in relation to any such assignment or transfer shall be borne by the Lender.

7.6 Changes in constitution or reorganisation of the Lender

For the avoidance of doubt and without prejudice to the provisions of Clause 7.1 (Assignment by the Lender), this Guarantee shall remain binding on the Guarantor notwithstanding any change in the constitution of the Lender or its absorption in, or amalgamation with, or the acquisition of all or part of its undertaking or assets by, any other person, or any reconstruction or reorganisation of any kind, to the intent that this Guarantee shall remain valid and effective in all respects in favour of any assignee, transferee or other successor in title of the Lender in the same manner as if such assignee, transferee or other successor in title had been named in this Guarantee as party instead of, or in addition to, the Lender.

8. FURTHER ASSURANCE

The Guarantor hereby undertakes with the Lender that this Guarantee shall both at the date of execution and delivery thereof and for so long as any moneys whatsoever are outstanding under the Loan Agreement and the other Security Documents remain valid and binding upon the Guarantor and the Guarantor will, bearing all expenses, execute, sign, perfect and do any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by this Guarantee.

9. EXPENSES

9.1 General Expenses

The Guarantor shall pay to the Lender on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Lender in connection with:

(a) the negotiation, preparation and execution of this Guarantee; and/or

(b) the preserving or enforcing of, or attempting to preserve or enforce any of its rights under this

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Guarantee.

(c) any variation of, or amendment or supplement to, any of the terms of this Guarantee; and/or

(d) any consent or waiver required from the Lender in relation to this Guarantee, and in each case, regardless of whether the same is actually implemented, completed or granted, as the case may be.

9.2 Stamp duty etc.

The Guarantor shall pay promptly all stamp, documentary and other like duties and taxes to which this Guarantee may be subject or give rise and shall indemnify the Lender on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Guarantor to pay any such duties or taxes.

10. MISCELLANEOUS

10.1 Time of essence

Time is of the essence as regards every obligation of the Guarantor under this Guarantee.

10.2 Severability of provisions

If any provision contained this Guarantee is or subsequently becomes, void, illegal, unenforceable or otherwise invalid in any respect under any applicable law of any jurisdiction whatsoever such provision shall be ineffective as to that jurisdiction only without modifying the remaining provisions hereof or thereof. Where however the provisions of any such applicable law may be waived they are hereby waived by the parties hereto to the full extent permitted by the law to the intent that this Guarantee shall be deemed to be valid binding and enforceable in accordance with its terms.

10.3 Entire agreement

This Guarantee contains the entire agreement of the parties and its provisions supersede the provisions of the Commitment Letter and any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by the Loan Agreement and/or the Guarantee.

10.4 No implied waivers, remedies cumulative

No failure or delay or omission by the Lender to exercise any right, remedy or power vested in the Lender under the Loan Agreement and/or this Guarantee and/or the other Security Documents or by law shall impair such right or power, or be construed as a waiver of, or as an acquiescence in any default by the Guarantor and/or any of the Security Parties nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. In the event of the Lender on any occasion agreeing to waive any such right, remedy or power, or consent to any departure from the strict application of the provisions of the Loan Agreement, this Guarantee or of any of the other Security Documents, such waiver shall not in any way prejudice or affect the powers conferred upon the Lender under this Guarantee and the other Security Documents or the right of the Lender thereafter to act strictly in accordance with the terms of the Loan Agreement, this Guarantee and the other Security Documents. No modification or waiver by the Lender of any provision of the Loan Agreement and/or this Guarantee and/or of any of the other Security Documents nor any consent by the Lender to any departure therefrom by any Security Party shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given. No notice to or demand on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.

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10.5 Amendment

This Guarantee shall not be amended or varied in its terms by any oral agreement or representation or in any other manner other than by an instrument in writing of even date herewith or subsequent hereto executed by or on behalf of the parties hereto.

10.6 Other guarantors

The Guarantor agrees to be bound by this Guarantee notwithstanding that any other person intended to execute or to be bound by any other guarantee or assurance under or pursuant to the Loan Agreement may not do so or may not be effectually bound and notwithstanding that such other guarantee or assurance may be determined or be or become invalid or unenforceable against any other person, whether or not the deficiency is known to the Lender.

10.7 Language

All certificates, instruments and other documents to be delivered under or supplied in connection with this Guarantee shall be in the English language.

10.8 Binding effect

A certificate or determination of the Lender as to any matter provided for in this Guarantee, in the absence of manifest error, shall be conclusive and binding on the Guarantor.

10.9 Survival

Without prejudice to the foregoing, the obligations of the Guarantor under Clauses 2.10 (No security taken by Guarantor), 2.18 (Indemnity), 3.6 (Currency Indemnity), and 9 (Expenses) shall survive any repayment of the Facility made prior to the termination or cancellation of this Guarantee.

10.10 Counterparts

This Guarantee may be executed in several counterparts, each of which, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute but one and the same document.

10.11 Personal Data

(a) Process of personal data: The Guarantor hereby confirms that it has been informed that its personal data and/or the personal data of its director(s), officer(s) and legal representative(s) (together the “personal data”) contained in this Guarantee or the personal data that have been or will be lawfully received by the Lender in relation to this Guarantee will be included at the personal data database maintained by the Lender as processing agent (Υπεύθυνη Επεξεργασίας) and will be processed by the Lender for the purpose of properly serving, supporting and monitoring their current business relationship.

(b) Process of personal data to Teiresias: The Guarantor hereby expressly gives its consent to the communication for process in the meaning of law 2472/97 by the Lender of its personal data contained in this Agreement, the Finance Documents, in the Operating Accounts for onwards communication thereof to an inter-banking database record called “Teiresias” kept and solely used by banks and financial institutions. The Guarantor is entitled at any relevant time throughout the Security Period to revoke its consent given hereunder by written notice addressed to the Lender and the Registrar of “Teiresias A.E.” at 2, Alamanas street, 15125 Maroussi, Athens, Greece.

(a) Duration of the process: The personal data process shall survive the termination of this Guarantee for such period as it is required by the applicable law.

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11. NOTICES AND DEMANDS

11.1 Notices

Every notice, request, demand or other communication under this Guarantee shall:

(a) Notices etc. in writing:  be in writing delivered personally or by first-class prepaid letter (airmail if available), shall be served through a process server or subject to Clause 10.10 (Communications Indemnity), Clause 10.11 (Electronic Communication) and Clause 17.6 (Effect of electronic communication) of the Loan Agreement by facsimile transmission or electronic mail or other means of telecommunication in permanent written form;

(b) Receipt:  be deemed to have been received, subject as otherwise provided in this Guarantee, in the case of a letter, when delivered personally or five (5) days after it has been put in the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day);

(c) Addresses: be sent:

(i) if to be sent to the Guarantor, to:

c/o Top Ships Inc.,

1, Vassilissis Sofias Str. & Meg. Alexandrou Str.,

Maroussi, Attica, Greece,

Facsimile No: +30 210 8128320

Attention: Andreas Louka Legal Advisor

E-mail address: louka@loukapartners.com

(ii) if to be sent to the Lender, to:

ALPHA BANK S.A.

93 Akti Miaouli, Piraeus, Greece

Fax No. +30 210 42 90 268

Attention: The Manager

E-mail: shipdivision@alpha.gr

or to such other person, address, fax number or electronic mail address as is notified by the Guarantor or the Lender (as the case may be) to the other parties to this Guarantee and, in the case of any such change of address, fax number or electronic mail address notified to the Lender, the same shall not become effective until notice of such change is actually received by the Lender and a copy of the notice of such change is signed by the Lender; and

(d)          a written notice includes a notice by facsimile or electronic mail.

11.2 Illegible notices

Clause 11.1 (Notices) does not apply if the recipient of a notice notifies the sender within one hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

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11.3 Valid notices

A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

11.4 Meaning of “notice”

In this Clause 11, “notice” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

11.5 Communication Indemnity

The Guarantor so far as the Guarantee is concerned gives the Lender the authorities, admissions, indemnities, undertakings and the Guarantor undertakes the responsibilities provided for in Clause 10.10 (Communications Indemnity), Clause 10.11 (Electronic Communication) and Clause 17.6 (Effect of electronic communication) of the Loan Agreement as if they are repeated herein in extenso.

12. LAW AND JURISDICTION

12.1 Governing Law

(a) This Guarantee and any non-contractual obligations connected with it shall be governed by, and construed in accordance with, English Law.

(b) For the purposes of enforcement in Greece, it is hereby expressly agreed that English law as the governing law of the Loan Agreement will be proved by an affidavit of a solicitor from an English law firm to be appointed by the Lender and the said affidavit shall constitute full and conclusive evidence binding on the Borrowers but the Borrowers shall be allowed to rebut such evidence save for witness.

12.2 Submission to jurisdiction

(a) For the benefit of the Lender and subject to Clause 12.6 (Right of Security Trustee, but not Guarantor, to bring proceedings in any other jurisdiction), the Guarantor irrevocably and unconditionally submits to the jurisdiction of the courts of England and hereby irrevocably agrees, that that the courts of England shall have exclusive jurisdiction:

(i) to settle any dispute or other matters whatsoever arising under or in connection with or in any way related to this Guarantee or any non-contractual obligations connected with it (including any dispute or other such matter arising in connection with the negotiation, validity, existence or enforceability of this Guarantee or any part thereof, whether the dispute or such other matter arises under the law of England or under the law of some other country, and including claims arising out of tort or delict) (a “Dispute”). The Guarantor irrevocably and unconditionally submits to the jurisdiction of such courts; and

(ii) to grant interim remedies, or other provisional or protective relief.

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(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary and waives any objections to the inconvenience of England as a forum.

12.3 Choice of forum for the exclusive benefit of the Lender

Clause 12.2 (Submission to jurisdiction) is for the exclusive benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions. The Lender reserves the right:

(a) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.

12.4 Process Agent for English Proceedings

Without prejudice to any other mode of service allowed under any relevant law the Guarantor irrevocably designates, appoints and empowers Messrs. Top Properties (London) Limited (attention: Mr. Stylianos Giamanis) at their office for the time being at 247 Gray’s Inn Road, London WC1X8QZ, England (hereinafter called the “Process Agent for English Proceedings”), to receive for it and on its behalf, service of process issued out of the English courts in relation to any proceedings before the English courts in connection with the Guarantee, provided, however, that:

(a) the Guarantor hereby agrees and undertakes to maintain a Process Agent for English Proceedings throughout the Security Period and hereby agrees that in the event that if any Process Agent for English Proceedings is unable for any reason to act as agent for service of process, the Guarantor must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint for this purpose a substitute Process Agent for English Proceedings and the Lender is hereby irrevocably authorised to effect such appointment on Guarantor’s behalf. The appointment of such Process Agent for English Proceedings shall be valid and binding from the date notice of such appointment is given by the Lender to the Guarantor in accordance with Clause 11.1 (Notices); and

(b) the Guarantor hereby agrees that failure by a Process Agent for English Proceedings to notify the Guarantor of the process will not invalidate the proceedings concerned.

12.5 Forum non conveniens and enforcement abroad

The Guarantor hereby:

(a) waives any right and agrees not to apply to the English court or any other Court in any jurisdiction whatsoever or to stay or strike out proceedings commenced in England on the ground that England is an inappropriate forum and/or that there is another more appropriate forum and/or that proceedings have been or will be commenced in any other jurisdiction in connection with any dispute or other matter and/or related matter falling within Clause 12.2 (Submission to jurisdiction), and

(b) agrees that a judgment or order of an English court in a dispute or other matter falling within Clause 12.2 (Submission to jurisdiction) shall be conclusive and binding on the Guarantor and may be enforced against

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it in the courts of any other jurisdiction.

12.6 Right of Lender, but not Guarantor, to bring proceedings in any other jurisdiction

(a) Nothing in this Clause 12.6 limits the right of the Lender to bring proceedings, including third party proceedings, against the Guarantor, or to apply for interim remedies, in connection with this Guarantee in any other court and/or concurrently in more than one jurisdiction. The obtaining by the Lender of judgment in one jurisdiction shall not prevent the Lender from bringing or continuing proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

(b) If the Lender decides that any such proceedings should be commenced in any other country, then the Guarantor hereby waives any objections as to the jurisdiction or any claim as to the inconvenience of the forum and covenants and undertakes to instruct lawyers in that country to accept service of legal process and not to contest the validity of such proceedings as far as the jurisdiction of the Court or courts involved is concerned.

12.7 Process Agent in Greece

Mr. Andreas Louka, an attorney-at-law, c/o Top Ships Inc., of 1, Vassilissis Sofias Str. & Meg. Alexandrou Str. Maroussi, Attica, Greece, is hereby appointed by the Guarantor as agent to accept service (hereinafter “Process Agent for Greek Proceedings”) upon whom any judicial process may be served and any notice, request, demand or other communication under this Guarantee and the Loan Agreement. In the event that the Process Agent for Greek Proceedings (or any substitute process agent notified to the Lender in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Lender), which will be conclusively proved by an affidavit of a process server to the effect that the Process Agent for Greek Proceedings was not found at such address, the authority of the Process Agent for Greek Proceedings as agent to accept service shall be deemed to have ceased and service of documents may be effected in accordance with the procedure provided by the relevant law. In case, however, that such Process Agent is found in any other address, the Lender shall have the right to serve the documents either on the Process Agent at such address or in accordance with the procedure provided by the relevant law.

12.8 Third Party rights

No term of this Guarantee is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Guarantee.

12.9 Meaning of “proceedings”

In this Clause 12 “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

IN WITNESS whereof the parties to this Guarantee have caused this Guarantee to be duly executed as a deed on the date first above written.

[Intentionally left blank]

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EXECUTION PAGE

THE GUARANTOR

SIGNED and DELIVERED as a DEED	)
by Mr. Andreas Louka	)
for and on behalf of	)
TOP SHIPS INC.,	)
of the Marshall Islands	)
its duly appointed attorney-in-fact	)
in the presence of:	)	/s/ Andreas Louka
		Attorney-in-fact

Witness:	/s/ Dimitrios P. Sioufas
Name:	Dimitrios P. Sioufas
Address:	13 Defteras Merarchias Piraeus, Greece
Occupation:	Attorney-at-Law

THE LENDER

SIGNED by	)
Mr. Konstantinos Flokos and	)	/s/ Konstantinos Flokos
Mrs. Chrysanthi Papathanasopoulou	)	Attorney-in-fact
for and on behalf of	)
ALPHA BANK S.A.,	)
of Greece,	)
in the presence of:	)	/s/ Chrysanthi Papathanasopoulou
		Attorney-in-fact

Witness:	/s/ Dimitrios P. Sioufas
Name:	Dimitrios P. Sioufas
Title:	Attorney-at-Law
Address:	13 Defteras Merarchias Street, Piraeus, Greece

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APPENDIX “A”

(Execution form of the Loan Agreement)

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APPENDIX “B”

(Execution form of the Master Agreement)

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EX-4.28

Exhibit 4.28

STANDSTILL AGREEMENT

This Standstill Agreement (this "Agreement") is entered into as of August 20, 2020, by and among TOP Ships Inc. (the "Company"), a Marshall Islands corporation publicly listed on Nasdaq, Family Trading Inc., a Marshall Islands Company ("Family Trading") under the control of the Lax Trust ("Lax Trust") an irrevocable trust established for the benefit of certain family members of Evangelos Pistiolis ("Pistiolis"), the President, Chief Executive Officer and Director of the Company (together the Lax Trust and Family Trading is referred to as the "Series E Holders") and Pistiolis.  The Company, the Series E Holders and Pistiolis are each sometimes referred to in this Agreement as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, on March 29, 2019, the Company entered into a Stock Purchase Agreement with Family Trading for the sale of 27,129 newly issued Series E Perpetual Convertible Preferred Stock issued by TOPS (the "Series E Preferred Shares") at a price of $1,000 per share. The proceeds of the sale were used for the full and final settlement of all amounts due under the Amended and Restated Credit Facility dated September 26, 2017 between Family Trading and the Company;

WHEREAS, the Series E Holders currently hold 11,264 Series E Preferred Shares issued by the Company (the "Series E Preferred Shares") for the benefit of the Lax Trust.

NOW, THEREFORE, in consideration of the respective representations, warranties and agreements contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

STANDSTILL PROVISIONS

Each of the Parties hereto agrees that, for a period beginning on the date of this Agreement and ending on August 20, 2021 (the "Standstill Period"), no Party, nor any of its affiliates or representatives (on such party's behalf) will:

(a)         convert,  exchange or offer to convert, directly or indirectly, any Series E Preferred Shares into the underlying common shares of the Company, and will not sell, transfer or convey any Series E Preferred Shares, in each case except in the instance of a change of control in the Company, whereby a change of control means the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (including any merger or consolidation whether by operation of law or otherwise), of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole or (ii) the consummation of any transaction (including any merger or consolidation whether by operation of law or otherwise), the result of which is that any one Person (or "group", within the meaning of the regulations promulgated by the Commission under Section 13(d) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of more than fifteen percent (15%) of the then outstanding common shares or other equity interests of any surviving entity of any such merger or consolidation;

(b)         directly or indirectly sell, convey, transfer or otherwise dispose of any shares of common stock of the Company beneficially owned as of the date hereof or acquired subsequent to the date hereof during the Standstill Period, except in the instance of a Change of Control of the Company as described above;

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(c)         directly or indirectly enter into any discussions, negotiations, arrangements or understandings or agreements with any other person with respect to any of the foregoing activities or propose any of such activities to any other person;

(d)         advise, assist, encourage, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing activities; or

(e)         disclose any intention, plan or arrangement inconsistent with any of the foregoing.

Each party agrees that, during the Standstill Period, neither it nor any of its affiliates or representatives will:  (i) request the other party or its representatives, directly or indirectly, to amend, waive or consent to any exception of any of the provisions of this Agreement; or (ii) take any action with respect to the other party which involves making a public announcement (other than as expressly permitted by this Agreement) or could reasonably be expected to require such other party to make a public announcement regarding such action or any of the activities referred to in clauses (a) through (e) of the preceding paragraph.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants that the statements in the following sections of this Article II are true and correct as of the date of this Agreement:

Section 2.1  Organization and Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and has all requisite corporate power and authority to own, lease, operate and hold its respective properties and assets and to conduct its respective business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its respective business.

Section 2.2  Authority and Enforceability. The Company has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 2.3  Consents and Approvals; No Violation.  Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the constitutional documents of the Company; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, regional, state, multi-state, municipal or other governmental authority of any nature, including any court, subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any regulatory or taxing authority (any such governmental authority or body, a "Governmental Body"), other than those that have been made or obtained; (iii) cause the Company to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Seller or the Company or their respective assets; or (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit)

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under the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, license, obligation, commitment, purchase order or other agreement, commitment, instrument, permit, concession, or obligation, written or oral (each, a "Contract") to which the Company or any of its assets may be bound.

Section 2.4  No Material Adverse Change. During the Standstill Period: (i) there will not be any material adverse change in the financial position or results of operations of the Company and its subsidiaries, taken as a whole, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), valuation, results of operations, business, assets or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Change").

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SERIES E HOLDERS AND PISTIOLIS

The Series E Holders and Pistiolis represent and warrant to the Company that the statements in the following sections of this Article III are true and correct as of the date of this Agreement:

Section 3.1  Organization, Good Standing. The Series E Holders are each duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands, and have all corporate power and authority to own, lease, operate and hold its properties and assets and to conduct its business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its business.

Section 3.2  Authority and Enforceability. The Series E Holders and Pistiolis each have the full legal right and the Series E Holders have the requisite corporate power and authority, and have taken all action necessary in order to execute, deliver and perform fully its or his obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Series E Holders, and has been duly executed and delivered by Pistiolis, and constitutes the valid and binding obligation of the Series E Holders and Pistiolis, enforceable against it or him in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 3.3  Consents and Approvals; No Violation.  Neither the execution and delivery of this Agreement by the Series E Holders nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Series E Holders' constitutional documents; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, other than those that have been made or obtained; (iii) cause the Series E Holders to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Series E Holders or its assets; or (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any Contract to which the Series E Holders or any of  their assets may be bound.

ARTICLE IV

MISCELLANEOUS

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Section 4.1  Indemnification.  Each Party shall indemnify, defend and hold harmless the other Party, its managers, directors, officers, members, partners, shareholders, employees, attorneys, accountants, agents and representatives and their successors and assigns from and against all liabilities, losses, damages or expenses (including, without limitation, reasonable attorney's fees and disbursements) based upon or arising out of (i) any inaccuracy or breach of any representation or warranty of such indemnifying Party herein, and (ii) any breach of any covenant or agreement of such indemnifying Party herein.

Section 4.2  Survival. The representations, warranties, covenants and agreements of each of the Parties under this Agreement shall survive the date of this Agreement.  If any of the representations, warranties, covenants and agreements of any of the Parties under this Agreement are breached, such breach shall be considered an event of default (an "Event of Default").  Such Event of Default shall not release the Parties from performing their obligations under this Agreement.

Section 4.3  Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 4.4  Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and delivered by hand or by a courier service or shall be sent by facsimile or electronic mail to the address for such Party set forth below:

If to the Company or Pistiolis:	Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str 15124 Maroussi, Greece Attention: Alexandros Tsirikos Facsimile: +30210 8056441 Email: atsirikos@topships.org
If to the Series E Holders:	Dimosthenis Eleftheriadis 11 Kanari Street 106 71 Athens, Greece 011 (30) 210 364 0030 Email: [-]
With a copy (which shall not constitute notice) to:	Seward & Kissel LLP One Battery Park Plaza New York, New York  10004 Attention:  Edward S Horton Email:  horton@sewkis.com

or to such other place and with such other copies as a Party may designate as to itself by written notice to each other Party. All such notices, requests, instructions or other documents shall be deemed to have been delivered (i) in the case of personal delivery or delivery by courier, on the date of such delivery, (ii) in the case of delivery by facsimile transmission or electronic mail, when receipt is acknowledged and (iii) in the case of mailing, on the third business day after the posting thereof.  Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the Party entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

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Section 4.5  Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by each Party to the Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 4.6  Further Assurances.  From and after the date of this Agreement, upon the request of a Party, the other Party will execute and deliver such instruments, documents or 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.

Section 4.7  Termination.  Upon an Event of Default, all the obligations of the Parties under this Agreement shall terminate upon written consent by all Parties.

Section 4.8  Choice of Law. This Agreement shall be construed and interpreted, and the rights of the Parties determined, in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 4.9  Jurisdiction. Each of the Parties (i) irrevocably submits to the co-exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) 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. Each of the Parties consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 4.5 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.10 shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.10  WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 4.11 No Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or other rights of any kind in any client, customer, affiliate, stockholder, member, or partner of any Party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the Parties hereto.

Section 4.12  Counterparts. This Agreement may be executed in two or more counterparts, and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Facsimile or portable document format (PDF) signatures shall be treated as original signatures for all purposes hereunder.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

COMPANY:
TOP SHIPS INC.
By:
	Name:
	Title:

SERIES E HOLDERS:
FAMILY TRADING INC.
By:
	Name:
	Title:

LAX TRUST
By:
	Name:
	Title:

PISTIOLIS
By:
	Name:	Evangelos Pistiolis

EX-4.29

Exhibit 4.29

SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement (this "Agreement") is entered into as of January 6, 2021, by and between Top Ships Inc., a Marshall Islands corporation (the "Seller"), and Zizzy Charter Co., a Marshall Islands corporation (the "Buyer"). The Seller and the Buyer are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, each Seller owns 500, 500 and 500 shares (together the "Shares") of capital stock, no par value, representing 100% of the issued and outstanding shares of capital stock of Trajan Investments Inc., Hadrian Investments Inc. and Julius Caesar Investments Inc. respectively (together the "MR Companies");

WHEREAS, the MR Companies have each entered into three Shipbuilding Contracts (included in Schedule 1), as the same have been amended or supplemented from time to time, with Hyundai Mipo Dockyard Co. Ltd., for the construction and purchase of one 50,000 DWT Class Product / Chemical Tanker per company (the "MR Companies Shipbuilding Contracts");

WHEREAS, Trajan Investments Inc. owns M/T Eco Van Nuys (Hull No. 2789), a 50,000 dwt product/chemical tanker currently under construction at in Hyundai Mipo shipyard of South Korea, with IMO Number 9895927, scheduled for delivery in February 2021;

WHEREAS, Hadrian Investments Inc. owns M/T Eco Santa Monica (Hull No. 2790), a 50,000 dwt product/chemical tanker currently under construction at in Hyundai Mipo shipyard of South Korea, with IMO Number 9895915, scheduled for delivery in February 2021;

WHEREAS, Julius Caesar Investments Inc. owns M/T Eco Venice Beach (Hull No. 2791), a 50,000 dwt product/chemical tanker currently under construction at in Hyundai Mipo shipyard of South Korea, with IMO Number 9895903, scheduled for delivery in March 2021;

WHEREAS, the MR Companies have entered into time-charter agreements (included in Schedule 1), dated May 6, 2020, with Central Tankers Chartering Inc., having its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands for a firm duration of five years at a gross daily rate of $16,200, with a charterer's option to extend for two additional years at $17,200 and $18,200, respectively;

WHEREAS, Eco Oceano Ca Inc is party to a shipbuilding contract for a very high specification scrubber fitted Suezmax tanker currently under construction at Hyundai Samho with expected delivery in February 2022. Upon its delivery from the shipyard the Suezmax tanker will enter into time charter employment with Central Tankers Chartering Inc., as per a Time Charter Party dated July 3, 2020, for a firm duration of five years at a gross daily rate of $32,450, with a charterer's option to extend for two additional years at $33,950 and $35,450, respectively;

WHEREAS, Julius Caesar Inc is a party to a shipbuilding contract for a very high specification scrubber fitted VLCC tanker currently under construction in Hyundai Heavy Industries with expected delivery in January 2022. Upon its delivery from the shipyard the VLCC tanker will enter into time charter employment with Trafigura Inc., as per a fixture recap from Arrow Shipbrokers dated December 16, 2020, for a firm duration of three years at a gross daily rate of $36,000, with a charterer's option to extend for two additional years at $39,000 and $41,500, respectively;

WHEREAS, Legio X Inc is a party to a shipbuilding contract for a very high specification scrubber fitted VLCC tanker currently under construction in Hyundai Heavy Industries with expected delivery in February 2022. Upon its delivery from the shipyard the VLCC tanker will enter into time charter employment with Trafigura Inc., as per a fixture recap from Arrow Shipbrokers dated December 17, 2020, for a firm duration of three years at a gross daily rate of $35,750, with a charterer's option to extend for two additional years at $39,000 and $41,500, respectively;

WHEREAS, the Buyer owns 500, 500 and 500 shares of capital stock, no par value, representing 100% of the issued and outstanding shares of capital stock of Eco Oceano Ca Inc., Julius Caesar Inc. and Legio X Inc. respectively (together the "Crude Carrier Companies" that together with the "MR Companies" are defined as the "Companies");

WHEREAS, the Crude Carrier Companies have entered into three shipbuilding contracts (included in Schedule 1), as the same have been amended or supplemented from time to time, with Hyundai Samho Dockyard Co. Ltd. (for Eco Oceano Ca Inc.)

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and Hyundai Heavy Industries Co. (for Julius Caesar Inc. and Legio X Inc.) for the construction and purchase of one 160,000 DWT Suezmax Tanker and two 300,00 DWT VLCC Tankers respectively (the "Crude Carrier Companies Shipbuilding Contracts" witch together with the "MR Companies Shipbuilding Contracts" are defined as the "Shipbuilding Contracts");

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, all of the issued and outstanding capital stock of the MR Companies (the "Investment Shares"), on the terms and conditions herein contained.

WHEREAS, the disinterested directors of the Board of Directors of the Seller (the "Board") have unanimously determined that this Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of the Seller and the shareholders of the Seller.

NOW, THEREFORE, in consideration of the respective representations, warranties and agreements contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF THE INVESTMENT AND PURCHASED SHARES; CLOSING

Section 1.1  Sale and Purchase of the Investment Shares. At the Closing (as defined below), subject to the terms and conditions herein contained, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Investment Shares, together with all rights and interests associated therewith.

Section 1.2  Consideration. In consideration of the sale, conveyance, transfer, assignment and delivery of the Investment Shares at Closing, the Buyer shall deliver to the Seller a consideration of $41.15 million (the "Consideration") that consists of:

A.         $30.1 million of value from 100% of the shares of Eco Oceano Ca Inc. (i.e. 500 shares of capital stock), 35% of the shares of Julius Caesar Inc. and Legio X Inc. respectively (i.e. 175 shares of capital stock and 175 shares of capital stock respectively) (the "Purchased Shares", which together with the Investment Shares are defined as the "Shares");

B.         $1.2 million in forgiveness of payables that as of today are due to Zizzy;

C.         $10 million of cash payable up to June 30, 2021 to the following bank account:

CREDIT SUISSE AG

ZURICH, 8070, CH

ACCOUNT HOLDER: CENTRAL MARE INC.

ACCOUNT NUMBER:  2193917-92

IBAN (USD) : CH91 0486 6219 3917 9200 0

SWIFT CODE: CRESCHZHXXX

As part of this transaction the Buyer will provide an option to the Seller to obtain finance from the Buyer for up to 10% of the total shipbuilding cost of the Crude Carrier Companies for one year at market terms ("Seller's Option"). The Seller can exercise the Seller's Option until March 31st 2021. Furthermore, an affiliate company to the Buyer will remain the guarantor on the Crude Carrier Companies Shipbuilding Contracts and as such the Seller is not required to provide a guarantee for its respective ownership on the Crude Carrier Companies Shipbuilding Contracts.

Section 1.3  Closing. The consummation of the sale and purchase of the Shares (the "Closing") shall take place at the Representative Office of Top Ships Inc., 1 Vas. Sofias and Meg. Alexandrou Str 15124 Maroussi, Greece, on the date hereof or on such later date as may be mutually agreed upon by the Parties, but in no event later than January 31, 2020 (the "Closing Date").

Section 1.4  Deliverables. On the Closing Date, subject to the terms and conditions herein contained, (i) the Seller shall deliver to the Buyer the Investment Shares free and clear of any and all charges, claims, conditions, encumbrances, equitable interests, liens, mortgages, options, pledges, rights of refusal, security interests or restrictions of any kind, including any restrictions on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, in each case of any nature whatsoever (not including any restrictions on the resale of the Investment Shares under the Securities Act of 1933, as amended (the "Securities Act") or under applicable state securities laws) (collectively, "Liens"), in certificated form, registered in the name of the

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Buyer or its designated nominee (or, if applicable, stock powers duly executed in blank, proper form for transfer), together with any necessary assignment documents in form and substance as reasonably requested by the Buyer; and (ii) the Buyer shall pay the consideration to the Seller as per Section 1.2, with the consideration in shares of clause 1.2.A to be free and clear of all Liens.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE BUYER

The Seller represents and warrants to the Buyer and Buyer represents and warrants to the Seller that the statements in the following sections of this Article II are true and correct as of the date of this Agreement and as of the Closing Date:

Section 2.1  Organization and Good Standing. Each of the Parties and the Companies are duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and have all requisite corporate power and authority to own, lease, operate and hold their respective properties and assets and to conduct their respective business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its respective business. The Parties have delivered to each other complete and correct copies of the Articles of Incorporation, Bylaws or other charter documents ("Constitutional Documents") of the Companies, in each case, as currently in effect, together with copies of all minutes of meetings and resolutions of shareholders and directors of the Companies (the "Companies Corporate Records"). The Companies Corporate Records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and in compliance with the Companies Constitutional Documents. The Companies are not in default under or in violation of its Constitutional Documents.

Section 2.2  Authority and Enforceability. Each of the Parties have the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Parties and constitutes a valid and binding obligation of the Parties, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 2.3  Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Parties nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Constitutional Documents of the Parties or the Companies; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, regional, state, multi-state, municipal or other governmental authority of any nature, including any court, subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any regulatory or taxing authority (any such governmental authority or body, a "Governmental Body"), other than those that have been made or obtained; (iii) cause any of the Parties or the Companies to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to them or the Companies or their respective assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, license, obligation, commitment, purchase order or other agreement, commitment, instrument, permit, concession, or obligation, written or oral (each, a "Contract") to which the Parties or the Companies or any of their respective assets may be bound, except in such cases where the requisite waivers or consents have been obtained; or (v) result in the creation of any Lien upon any of the properties or assets of the Parties or the Companies under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Parties or the Companies or any of their respective assets may be bound or affected.

Section 2.4  No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Parties other than publicly disclosed or, to the knowledge of the other Party, threatened against the Parties, nor is any of the Parties subject to or bound by any outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body, other than publicly disclosed, which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 2.5  No Registration. The Shares exchanged pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Parties shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Parties acknowledge that it is able to fend for themselves, can bear the economic risk of its investments in the Shares, and have such knowledge and experience in financial and business matters renders them capable of evaluating the merits and risks of an investment in the Shares. The Parties understand that, when issued, none of the Shares will be registered pursuant to the

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Securities Act and that all of the Shares will constitute "restricted securities" under the federal securities laws of the United States. Each certificate for Shares shall bear the following legend:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED."

Section 2.6  Capitalization. The Companies are authorized to issue five hundred (500) shares each, without par value, of capital stock. The Shares represent all of the issued and outstanding shares of capital stock of the Companies. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally by the Parties. Other than this Agreement, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange or right of first refusal under any outstanding security or other instruments) by the Parties of the Shares, and there is no obligation on the part of the Parties to grant, extend or enter into any of the foregoing. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Shares or any other equity or voting interests in the Companies. No claim has been made or, to the knowledge of the Parties, threatened against the Parties or the Companies asserting that any person other than the Parties or its sole shareholders are the holders or beneficial owners of the Shares or any other equity or voting interests in the Companies.

Section 2.7  Ownership of the Investment Shares. The Seller is the sole legal owner and holder of, and has good, valid and marketable title to, the Investment Shares to be sold pursuant to this Agreement, free and clear of any Liens. At the Closing, the Seller will transfer, assign and deliver good and marketable title to the Investment Shares to the Buyer, free and clear of all Liens.

Section 2.8  Ownership of the Purchased Shares. The Buyer is the sole legal owner and holder of, and has good, valid and marketable title to, the Purchased Shares to be sold pursuant to this Agreement, free and clear of any Liens. At the Closing, the Buyer will transfer, assign and deliver good and marketable title to the Purchased Shares to the Seller, free and clear of all Liens.

Section 2.9  No Other Business. Since its formation, the Companies have not incurred any liabilities or obligations or conducted any business other than the items listed on Schedule 1 hereto.

Section 2.10  Contracts. The Companies are not a party to any Contract other than the Shipbuilding Contracts and the Time Charters. The Companies have good and valid title to the Shipbuilding Contracts, free and clear of any Liens. The Companies are not in default under the Shipbuilding Contracts, nor does an event exist which, with the giving of notice or lapse of time or both, would constitute such a default. To the Parties knowledge, all other parties to the Shipbuilding Contracts are in compliance with the terms thereof. The Shipbuilding Contracts are in full force and effect and are enforceable against the Companies and the other parties thereto in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense. No consent (including the consent of any Governmental Body) or other action is required in order for the Shipbuilding Contracts to remain in full force and effect, and for the Companies to fully exercise their rights thereunder, following the Closing. The Parties have delivered or made available to each other the true and complete copies, including all amendments and supplements thereof, of the Shipbuilding Contracts.

Section 2.11  No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Parties or the Companies, or, to the knowledge of the Parties, threatened against the Parties or the Companies, nor is any of the Parties or the Companies subject to or bound by any outstanding order, judgment, injunction, award or decree of any Governmental Body, relating to the Parties or the Companies or any of their respective properties or assets or which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 2.12  No Unlawful Payments. Neither the Parties nor the Companies, nor any director, shareholder, officer, agent, employee or other person associated with or acting on behalf of the Parties or the Companies, as applicable, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

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(ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any supplier, customer, licensor, contractor, politician, government employee or other person.

Section 2.13  Full Disclosure. No representation or warranty by the Parties in this Agreement and no statement contained in any document or other writing furnished or to be furnished to the Parties pursuant to the provisions hereof, when considered with all other such documents or writings, contain or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements made herein or therein not misleading.

Section 2.14  Adequate Information. Each of the Parties (i) has sufficient knowledge and experience in business, financial and investment matters so as to be able to evaluate the risks and merits of the sale of the Investment Shares and of protecting its own interests in connection with the sale of the Investment Shares; (ii) is a sophisticated person with respect to the exchange of the Shares; (iii) has adequate information concerning the business and financial condition, prospects and plans of the Companies to make an informed decision regarding the exchange of the Shares; and (iv) has independently and without reliance upon the other Party member, and based on such information as the they have deemed appropriate, made its own analysis and decision to enter into this Agreement. The Parties acknowledges that the no member of the Parties have given to one another any investment advice or opinion on whether the sale or purchase of the Shares is prudent or suitable and no member of the Parties is relying on any representation or warranty by the other member of the Parties except as expressly set forth in this Agreement.

Section 2.15  No General Solicitation. Neither the Parties nor any nominee thereof has offered any Shares by any means of general solicitation or advertising (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by general solicitation or advertising.

Section 2.16  Independent Investigation. Each of the Parties has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Companies and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties of the Parties set forth in Article II hereof and the other information provided by the Parties.

Section 2.17  Exemption from Registration. The Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act.

ARTICLE III

[PURPOSETLY LEFT BLANK]

ARTICLE IV
COVENANTS

Section 4.1  Conduct of Business Pending Closing. The Buyer and the Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Parties shall, or shall cause the Companies to, conduct the business and maintain and preserve the assets of the Companies in the ordinary course of business; (ii) the Parties shall use their reasonable efforts to cause all of the representations and warranties in Article II hereof, to continue to be true and correct; and (iii) the Companies shall not incur any debt, or enter into any other Contract.

Section 4.2  Further Assurances. Each of the Parties shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to each other such certificates, assignments or other instruments of ownership, transfer, assignment and conveyance, in form and substance reasonably satisfactory to the Parties, as shall be necessary to vest in each member of the Parties all of the right, title and interest in and to the Shares undertaken to be sold to the Buyer by the Seller and to the Seller by the Buyer pursuant to this Agreement, free and clear of all Liens, debts, dues and duties of whatsoever nature, and any other document reasonably requested by each member of the Parties in connection with this Agreement.

Section 4.3  Governmental Filings. As promptly as practicable after the execution of this Agreement, each Party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.

Section 4.4  Further Consents. After the Closing Date, the Parties shall obtain any consents or approvals or assist in any filings reasonably required in connection with the transactions contemplated hereby that are requested by each member of the Parties and that have not been previously obtained or made.

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Section 4.5  Public Announcements. Neither Party shall, without the prior approval of the other Party, issue, or permit any of its partners, stockholders, directors, officers, employees, members, managers, agents to issue, any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, except as may be required by law or any Governmental Body to which the relevant Party is accountable.

ARTICLE V
CONDITIONS TO CLOSING

Section 5.1  Conditions to Obligations of Seller. At the Closing, the obligation of the Seller to sell the Investment Shares to the Buyer is subject to the fulfillment at the Closing of the following conditions:

(a)  Settlement of consideration. The consideration has been agreed to be settled as stipulated in clause 1.2 in full on or prior to the Closing Date.

(b)  Accuracy of Buyer Representations and Warranties; Compliance. The representations and warranties of the Buyer contained in Article II of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and Buyer shall have performed and complied in all material respects with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(c)  Legal Investment. On the Closing Date, the purchase and sale of the Investment Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(d)  No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Governmental Body or other person or entity pending or threatened in writing that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

(e)  No Material Adverse Change. Between the date of the execution of this Agreement and the Closing Date, there shall not have been any material adverse change in the condition, financial or otherwise, or the business affairs or assets, of the MR Companies.

Section 5.2  Conditions to Obligations of Buyer. The obligation of the Buyer to purchase the Investment Shares from the Seller is subject to the fulfillment at the Closing of the following conditions:

(a)  Accuracy of Seller Representations and Warranties; Compliance. The representations and warranties of the Seller contained in Article II of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and the Seller shall have performed and complied in all material respects, with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(b)  Legal Investment. On the Closing Date, the purchase and sale of the Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(c)  No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Governmental Body or other person or entity pending or threatened in writing, other than publicly disclosed, that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

(d)  No Material Adverse Change. Between the date of the execution of this Agreement and the Closing Date, there shall not have been any material adverse change in the condition, financial or otherwise, or the business affairs or assets, of the Crude Carrier Companies.

ARTICLE VI
MISCELLANEOUS

Section 6.1  Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)  by the mutual written agreement of the Seller and the Buyer;

(b)  by the Buyer if any of the conditions set forth in Section 5.1 hereof shall have become incapable of fulfillment, by reason other than the Buyer's negligent or willful failure to perform or observe in any material respect any of the

6

covenants or agreements set forth herein to be performed or observed by the Buyer, and such conditions shall not have been waived by the Buyer;

(c)  by the Seller if any of the conditions set forth in Section 5.2 hereof shall have become incapable of fulfillment, by reason other than the Seller's negligent or willful failure to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by the Seller, and such conditions shall not have been waived by the Seller; or

(d)  by either Party by written notice thereof to the other Party, if the Closing contemplated hereby shall not have been consummated on or before January 31, 2020.

Section 6.2  No further Liability. Subject to Section 6.4, if this Agreement is terminated in accordance with Section 6.1 hereof, (i) neither Party shall have any further obligation or liability under this Agreement, other than by reason of a breach or default by a Party hereunder; and (ii) any monies, instruments or documents of any Party held in escrow or transferred to the other Party in connection with the transactions contemplated herein with respect to which the Closing shall not have occurred shall be immediately returned to such Party. For the avoidance of doubt, any such termination shall not have any effect whatsoever on any transactions contemplated herein with respect to which the Closing has occurred.

Section 6.3  Indemnification. Each Party shall indemnify, defend and hold harmless the other Party, its managers, directors, officers, members, partners, shareholders, employees, attorneys, accountants, agents and representatives and their successors and assigns from and against all liabilities, losses, damages or expenses (including, without limitation, reasonable attorney's fees and disbursements) based upon or arising out of (i) any inaccuracy or breach of any representation or warranty of such indemnifying Party herein, and (ii) any breach of any covenant or agreement of such indemnifying Party herein.

Section 6.4  Survival. The representations, warranties, covenants and agreements of each of the Parties under this Agreement shall survive the Closing. Furthermore, Section 6.2 and Section 6.3 hereof shall survive the termination of this Agreement.

Section 6.5  Expenses. Each of the Parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder, except as provided in Section 6.3.

Section 6.6  Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, provided, however, that a party may not assign this Agreement without the prior written consent of the other party.

Section 6.7  Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and delivered by hand or by an courier service or shall be sent by facsimile or electronic mail to the address for such Party set forth below:

If to the Buyer:	Zizzy Charter Co. Kanari 11 10676 Athens, Greece Facsimile: +302108128320 Email: louka@loukapartners.com
If to the Seller:	Top Ships Inc. 1 Vas. Sofias-and Meg Alexandrou Str 15124 Maroussi, Greece Attention: Alexandros Tsirikos Facsimile: +30210 8056441 Email: atsirikos@topships.org
With a copy (which shall not constitute notice) to:	Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Attention: Gary J. Wolfe, Esq. Facsimile: (212) 901-2110 Email: wolfe@sewkis.com

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or to such other place and with such other copies as either Party may designate as to itself by written notice to the other. All such notices, requests, instructions or other documents shall be deemed to have been delivered (i) in the case of personal delivery or delivery by courier, on the date of such delivery, (ii) in the case of delivery by facsimile transmission or electronic mail, when receipt is acknowledged and (iii) in the case of mailing, on the third business day after the posting thereof. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the Party entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

Section 6.8  Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by each Party to the Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 6.9  Headings. Headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.

Section 6.10  Further Assurances. From and after the Closing, upon the request of a Party, the other Party will execute and deliver such instruments, documents or 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.

Section 6.11  Choice of Law. This Agreement shall be construed and interpreted, and the rights of the Parties determined, in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 6.12  Jurisdiction. Each of the Seller and the Buyer (i) irrevocably submits to the co-exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) 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 proceedings in improper.  Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 6.7 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 6.12 shall affect or limit any right to serve process in any other manner permitted by law.

Section 6.13  WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 6.14  Remedies. In addition to any remedies either Party may have in law, each Party shall be entitled to apply to any court of competent jurisdiction (without posting bond or other security) to enjoin any actual or threatened breach or default under this Agreement and shall also be entitled to seek specific performance of this Agreement. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Party at law or in equity or otherwise.

Section 6.15  Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 6.16  No Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or other rights of any kind in any client, customer, affiliate, stockholder, member, or partner of any Party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the Parties hereto.

Section 6.17  Counterparts. This Agreement may be executed in two or more counterparts, and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Facsimile or portable document format (PDF) signatures shall be treated as original signatures for all purposes hereunder.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

BUYER:
ZIZZY CHARTER CO.
By:
Name:	Penelope Platsouka
Title:	Director
SELLER:
TOP SHIPS INC.
By:
Name:	Alexandros Tsirikos
Title:	Director

(Signature Page to Slae and Purchase Agreement)

SCHEDULE 1

1.         Shipbuilding Contracts with Hyundai Mipo, Hyundai Samho and Hyundai Heavy Industries by and among the Companies for the construction of the Vessels; and

2.         Time charter parties, between the MR Companies and Central Tankers Chartering Inc.

3.         Time charter parties, between Julius Caesar Inc. and Central Tankers Chartering Inc.

4.         Recap, between Julius Caesar Inc. and Legio X Inc. and Trafigura.

EX-4.30

Exhibit 4.30

PRIVATE & CONFIDENTIAL

DATED


11 March 2020


JOINT VENTURE AGREEMENT


between


AUGUSTUS ENTERPRISES INC.


and


JUST-C LIMITED


in relation to


CALIFORNIA 19 INC.

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PRIVATE & CONFIDENTIAL

This agreement (the "Agreement") is dated 11 March 2020

Parties

(1) Augustus Enterprises Inc., incorporated and registered in the Republic of the Marshall Islands with registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 ("Augustus");

(2) Just-C Limited, a 100% subsidiary of Gunvor Group Ltd, incorporated and registered in the Republic of Cyprus with registered office at Stasinou 8, Photos Photiades Business Centre, Flat/Office 401, 1060 Nicosia, Cyprus ("Gunvor"); and

(3) California 19 Inc., incorporated and registered in the Republic of the Marshall Islands, with registered office in Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the "JVCo") each a Party and collectively the Parties.

BACKGROUND

(A) The JVCo has been established to acquire, own, maintain and dispose of the Vessel (as defined below).

(B) The Shareholders intend to regulate the relationship between them and to ensure that the conduct and operation of the Business (as defined below) is effected on the terms and subject to the conditions of this Agreement.

Agreed terms

1. Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement.

ABC Rules means, Good Industry Practice, Anti-Bribery and Anti-Money Laundering Laws and Sanctions.

Affiliate means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such specified person.

Agent means with respect to an entity, any director, officer or employee of such entity, any person for whose acts such entity may be vicariously liable, and any External Agent.

Anti-Bribery and Anti-Money Laundering Laws means, to the extent applicable to the JVCo or any Shareholder or any member of their respective Group (as applicable) from time to time any national and international anti-bribery laws, rules and regulations in force from time to time in the jurisdiction of their incorporation, the European Union and its members states, the Marshall

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PRIVATE & CONFIDENTIAL

Islands, Switzerland and the United States of America (including the U.S. Foreign Corrupt Practices Act) and any other national and international laws enacted to implement the OECD Convention and the UNCAC.

Applicable Law means, all civil and common law, statute, subordinate legislation, treaty, regulation, directive, decision, by-law, ordinance, code, order, decree, injunction or judgment of any Governmental Authority or quasi-government, statutory, administrative or regulatory body, court or agency, in each case, to the extent that the same is legally binding upon the relevant person.

Articles means, the new by-laws of the JVCo.

Augustus Director means, any director appointed to the Board by Augustus from time to time, in accordance with this Agreement.

Augustus Shares means, the Shares held by Augustus in the JVCo from time to time. Board means, the board of directors of the JVCo as constituted from time to time.

Board Reserved Matters means, the matters requiring unanimous Board approval as listed in Schedule 2.

Budget has the meaning given in clause 8.1.

Business means, the purchase, ownership and operation of the Vessel (including by entering into the Time Charter and Ship Management Agreement).

Business Day means, a day other than a Saturday, Sunday or public holiday in the Marshall Islands, London, Nicosia, Geneva, Athens and New York when banks are open for business.

Change of Control means, in relation to any Shareholder, a change in identity of the person or persons acting together able to Control that Shareholder.

Clearlake means, Clearlake Shipping Pte. Ltd., a company Controlled by Gunvor Group Ltd, incorporated and registered in Singapore with registered office at 12 Marina Boulevard 35-03 Marina Bay Financial Centre 3, Singapore, 018982.

Completion means, completion in accordance with clause 3.

Completion Date means, the date given in clause 3.1.

Connected Person means, in relation to any person (the "Relevant Person"):

(a) the Relevant Person's spouse or civil partner;

(b) any other person (whether of a different sex or the same sex) with whom the Relevant Person lives as partner in an enduring family relationship;

(c) the Relevant Person's children or step-children;

(d) any children or step-children of a person within paragraph (b) (and who are not children or step-children of the Relevant Person) who live with the Relevant Person and have not attained the age of 18;

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PRIVATE & CONFIDENTIAL

(e) the Relevant Person's parents;

(f) any body corporate;

i. where the Relevant Person is interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least 20% of that share capital; or

ii. in relation to which the Relevant Person is entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body corporate;

(g) a person acting in his capacity as trustee of a trust:

i. the beneficiaries of which include the Relevant Person or a person who by virtue of the other paragraphs of this definition is a Connected Person of the Relevant Person, or

ii. the terms of which confer a power on the trustees that may be exercised for the benefit of the Relevant Person or Connected Person of the Relevant Person, other than a trust for the purposes of an employees' share scheme or a pension scheme;

(h) a person acting in his capacity as partner

i. of the Relevant Person; or

ii. of a person who is a Connected Person of the Relevant Person; or

(i) a firm that is a legal person under the law by which it is governed and in which:

i. the Relevant Person is a partner;

ii. a partner is a Connected Person of the Relevant Person; or

iii. a partner is a firm in which the director is a partner or in which there is a partner who is a Connected Person of the Relevant Person.

Control means, the power (whether by way of ownership of share, proxy, contract, agency or otherwise, and whether directly or indirectly) to:

(A) cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a Shareholders meeting of the ultimate parent company of the relevant entity;

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the ultimate parent company of the relevant entity; or

(C) otherwise secure that the affairs of the relevant entity are conducted in accordance with its wishes.

and "Controlled" shall be construed accordingly.

Deed of Adherence means, a deed of adherence in a form reasonably agreed by the Parties.

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PRIVATE & CONFIDENTIAL

Delivery means, the delivery of the Vessel to JVCo in accordance with the Shipbuilding Contract. Director means, a director on the Board of JVCo from time to time.

Encumbrance means, any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

Entity means, an incorporated entity, a corporation, a partnership, a limited liability partnership a trust or an individual.

Environmental Laws means, to the extent applicable to the JVCo or any Shareholder (as applicable) from time to time any national and international environmental laws, rules and regulations in force.

External Agent means with respect to an entity, any person, other than any director, officer or employee of such entity, that acts for or on behalf of, or provides services for or on behalf of, such entity, in each case, whilst acting in his capacity as such.

First Budget has the meaning given in clause 8.2.

Fundamental Conventions of the International Labour Organisation means:

(a) the Forced Labour Convention, 1930 (no. 29);

(b) the Freedom of Association and Protection of the Right to Organise Convention, 1948 (no. 87);

(c) the Right to Organise and Collective Bargaining Convention, 1949 (no. 98);

(d) the Equal Remuneration Convention, 1951 (no. 100);

(e) the Abolition of Forced Labour Convention, 1957 (no. 105);

(f) the Discrimination (Employment and Occupation) Convention, 1958 (no. 111);

(g) the Minimum Age Convention, 1973 (no. 138); and

(h) the Worst Forms of Child Labour Convention, 1999 (no. 182).

Good Industry Practice means, the exercise of such degree of skill, diligence and prudence and using such practices and methods as, in each case, would reasonably and ordinarily be expected to be used by a skilled and experienced operator engaged in operating a business similar to the Business.

Governmental Authority means:

i. Any supra-national, national, state, municipal or local government;

ii. an instrumentality, board, commission, court or agency, whether civilian or military, of one of the above, however constituted;

iii. a government-owned or government-controlled association and/or non-commercial organisation; or

iv. a public organisation, being an organisation whose members are:

a. countries or territories;

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PRIVATE & CONFIDENTIAL

b. governments of countries or territories; and/or

c. other public international organisations and includes, without limitation, the World Bank, the United Nations, the International Monetary Fund and the OECD.

Gunvor Group Ltd means a company, incorporated and registered in the Republic of Cyprus with registered office at 48 Themistocles Dervis Street, Athienitis Centennial Building, Office 501, 1066, Nicosia, Cyprus.

Gunvor Director means, any director appointed to the Board by Gunvor from time to time, in accordance with this Agreement.

Gunvor Health, Safety, Environmental and Communities Governance Framework means the health, safety, environmental and communities governance framework issued Gunvor Group Ltd dated January 2020 (available at https://gunvorgroup.com/wp-content/uploads/2020/01/gunvor_brochure_hsec_ 2020.pdf), as may be amended from time to time.

Gunvor Shares means, the Shares held by Gunvor in the JVCo from time to time.

Group means, in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company; and each company in a Group is a member of the Group, it being understood that with regard to Augustus, Group shall refer to all entities Controlled by Mr Evangelos Pistiolis and his family, including Top Ships Inc..

HSEC Claims means any action or, proceeding brought against the counterparty in connection with its breach of HSEC Laws and/or HSEC Permits.

HSEC Laws means all applicable health, safety, environment, human rights and communities laws and regulations, in the jurisdiction(s) in which the JVCo is required to comply, including the Fundamental Conventions of the International Labour Organisation.

HSEC Permits means any applicable permit, license, certification and/or other authorization that is required under the relevant HSEC Laws to carry on the JVCo's operation and business.

Holding company and subsidiary means, a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 of England and Wales.

IFRS means, the International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board, the International Accounting Standards (IASs) adopted by the International Accounting Standards Board, the Standing Interpretation Committee interpretations (SICs) and the International Financial reporting Interpretation Committee interpretations (IFRICs) as adopted or issued by the International Financial Reporting Interpretation Committee.

Minimum Valuation

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PRIVATE & CONFIDENTIAL

(a) for the purposes of Clauses 18.1 to 18.8, by reference to the date of service of the Drag Along Notice; and

(b) for the purposes of Clause 18.9, by reference to the date of service of the Vessel Sale Notice,

being, with regard to the Vessel value only, USD 42 million reduced by USD 4,400 for each day until the fifth anniversary of Completion and then reduced by USD 3,000 for each day as from the fifth anniversary of Completion.

OECD means, the Organisation for Economic Cooperation and Development.

OECD Convention means, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

OECD Guidelines means, the OECD Guidelines for Multinational Enterprises.

Pre-Delivery Costs Schedule means, the schedule of pre Delivery costs and expenses incurred by or on behalf of, or to be incurred by or on behalf of, the JVCo, as agreed between the parties and annexed to Schedule 3;

Prohibited Acts means:

a) In the case of JVCo or a member of its Group or any of its Agents; or

b) In the case of a Shareholder or a member of its Group or any other respective Agents, in each case, in relation to their respective affairs,

in business dealings with either the private or public sector, directly or indirectly giving, offering, receiving or agreeing (either themselves or in agreement with others) any payment, gift or other advantage which:

i. would violate any applicable Anti-Bribery and Anti-Money Laundering Laws or Sanctions;

ii. was intended to influence any person to act or reward any person for acting in breach of an expectation of good faith, impartiality or trust for which it would otherwise be forbidden by Anti-Bribery and Anti-Money Laundering Laws for the recipient to accept; or

iii. was made to, or for, a Public Official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business.

Public Official means:

a) an employee, officer or representative of, or any person otherwise acting in an official capacity for or on behalf of, a Governmental Authority;

b) a person holding a legislative, administrative or judicial position of any kind, regardless of whether elected or appointed, at a Governmental Authority;

c) an officer of, or individual who holds a position in, a political party;

d) a publicly declared candidate for political office;

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PRIVATE & CONFIDENTIAL

e) an individual who holds any other official, ceremonial or other appointed or inherited position with a Governmental Authority; or

f) who exercises a public function for or on behalf of a country or territory or for any public agency or public enterprise of that country or territory.

Reserved Matters means, the matters requiring unanimous Shareholder approval listed in Schedule 1.

Restricted Persons means, any person that is in the reasonable opinion of the other Shareholder, is or has been (or any of its Affiliates are or have been) in breach of Anti-Bribery and Anti-Money Laundering Laws or any other applicable Laws and where an association with such person could result in material reputational damage to such Shareholder, any of its Affiliates or any member of its Group.

Respective Proportions means, in relation to each Shareholder, the proportion which the number of Shares held by that Shareholder in the JVCo bears to the total number of issued Shares of the JVCo.

Sanctions means, all Applicable Laws relating to export control and economic sanctions including:

a) United Nations Sanctions imposed pursuant to any United Nations Security Council Resolution;

b) U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury;

c) EU restrictive measures implemented pursuant to any EU Council or Commission Regulation or Decision adopted pursuant to a Common Position in furtherance of the EU's Common Foreign and Security Policy; and

d) Any other applicable sanctions or export control laws and regulations

Shareholders means, Augustus, Gunvor and any other person to whom Shares have been transferred or allotted in accordance with the terms of this Agreement and who has executed a Deed of Adherence, and "Shareholder" shall mean any one of them.

Shares means, all the issued shares (of any class) in the capital of the JVCo from time to time.

Shipbuilding Contract means, the shipbuilding contract relating to the Vessel between the JVCo and Hyundai Mipo Dockyard Co., Ltd. as of 4 December 2018 as amended, restated and /or novated from time to time.

Ship Management Agreement means, the technical and commercial ship management agreement between the JVCo and the Ship Manager in relation to the Vessel in the agreed form.

Ship Manager means, Central Mare Inc., a company incorporated and registered in the Marshall Islands with registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960.

Shortfall

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PRIVATE & CONFIDENTIAL

(a) for the purposes of Clauses 18.1 to 18.8 means the amount (if any) by which the Offer Price would have had to be increased if the price per share offered by the Proposed Purchaser for the Sellers' Shares had been calculated on the basis of the Minimum Valuation net of the liabilities of JVCo (including but not limited to any Shareholder Loans and bank loans); and

(b) for the purposes of Clause 18.9. means, the amount (if any) that the Vessel Offer Price is less than the Minimum Valuation.

Time Charter means, the time charterparty between the JVCo and Clearlake in relation to the Vessel, in the agreed form.

UNCAC means, the UN Convention against Corruption.

Vessel means, the 50,000 DWT class product/chemical tanker with Hull Number 2751 which is currently under construction at Hyundai Mipo shipyard pursuant to the Shipbuilding Contract.

1.2 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.3 A reference to this "agreement" or this "Agreement" or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated in accordance with its terms from time to time.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 A reference to a Party shall include that Party's successors and permitted assigns.

1.7 A reference to writing or written includes faxes and emails.

1.8 Where the words including or includes are used in this agreement, they are deemed to have the words "without limitation" following them.

1.9 Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.10 References to a document in agreed form are to that document in the form agreed by the Parties on or before the execution of this Agreement and signed or initialled by them or on their behalf for identification.

1.11 "$" or "USD" denotes the lawful currency of the United States of America.

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PRIVATE & CONFIDENTIAL

1.12 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

2. Business of the JVCo

2.1 Each Party shall use its reasonable endeavours to promote and develop the Business to the best advantage of the JVCo.

2.2 Unless agreed otherwise by the Parties:

(a) Pending Delivery, Vessel construction supervision shall be carried out by the Ship Manager;

(b) Upon Delivery, JVCo shall time charter the Vessel to Clearlake on the terms of the Time Charter;

(c) Upon Delivery, management of the Vessel shall be carried out by the Ship Manager on the terms of the Ship Management Agreement; and

(d) Following the termination or expiry of the Time Charter, the JVCo's commercial strategy shall be a Board Reserved Matter.

2.3 The Parties shall act in good faith in relation to this agreement and shall exercise their respective rights and powers to ensure, so far as they lawfully can, that the JVCo complies with its obligations under this Agreement and any other agreements to which the JVCo is a party, and that the Business is conducted in accordance with Good Industry Practice and on sound commercial and profit-making principles and in compliance with all Applicable Laws and the ABC Rules.

3. Completion

3.1 Completion shall take place on the date this Agreement is signed by the Parties hereto.

3.2 At Completion, the Parties shall procure that such shareholder and board meetings of the JVCo are held as may be necessary to:

(a) appoint Jan Andersen and Shahb Richyal as Gunvor Directors and to the extent not already effected appoint Alexandros Tsirikos and Andreas Louka as Augustus directors so that there shall be a total of four (4) directors; and

(b) adopt the First Budget.

3.3 Within twenty (20) Business Days from Completion, the Parties shall procure that such shareholder and board meetings of the JVCo are held as may be necessary to at which it shall be resolved that new by-laws in agreed form shall be adopted.

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PRIVATE & CONFIDENTIAL

4. Matters requiring consent of Shareholders and quorum for general meetings

4.1 Subject to clause 10.11, each Party shall procure that the JVCo shall not, without the prior written approval of all Shareholders, carry out any of the Reserved Matters.

4.2 The Board may convene a general meeting of the JVCo at any time. Such a general meeting shall be held at the JVCo's registered office or at such other places as all the Shareholders entitled to receive notice of and attend and vote at such a meeting, may determine.

4.3 At least twenty one (21) Business Days' notice of a general meeting shall be given to each Shareholder, unless the Shareholders approve in writing of a shorter period. Such notice shall be accompanied by an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of any relevant papers to be discussed at the meeting.

4.4 Subject to clause 4.5, the quorum at any general meeting of the JVCo, or adjourned general meeting, shall be seventy five per cent (75%) of the Shares of the JVCo present when the relevant business is transacted. A person may participate in a meeting by telephone or other means whereby such person may at the same time hear and be heard by everybody else present; and persons who participate in this way shall be considered present at the meeting. If a quorum is not present within thirty (30) minutes of the time when the meeting should have begun or if during the meeting there is no longer a quorum, the meeting shall be adjourned to and reconvened to the same time and place on the Business Day falling ten (10) Business Days immediately after the proposed date of the meeting, unless all the Shareholders entitled to receive notice of and attend and vote at such a meeting, agree in writing on another period.

4.5 The quorum at any general meeting of the JVCo, where a Reserved Matter will be discussed, shall be one hundred per cent (100%) of the Shares of the JVCo.

4.6 No business shall be transacted by any general meeting unless a quorum is present at the commencement of the meeting and also when that business is voted on.

4.7 Subject to Clause 10.11, a resolution at a general meeting is passed if more votes are cast for it than against it.

4.8 At a general meeting, every Shareholder present in person (or by proxy) shall have one vote for each Share it holds (or is proxy for); and on a vote on a written members' resolution each Shareholder has one vote for each Share it holds, subject to applicable law. Any chairman of a general meeting shall not in any circumstances be entitled to a casting vote.

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4.9 Notwithstanding any other provision of this Agreement, a Shareholder's written resolution is adopted when each of the Shareholders (or their representatives) has signed one or more copies of it. Once a Shareholder's written resolution has been adopted, it shall be treated as if it had been a decision taken at a general meeting in accordance with this Agreement.

5. Compliance with ABC Rules and HSEC Laws

5.1 Each Shareholder shall in respect of matters relating to JVCo and the Business:

(a) comply with applicable Anti-Bribery and Anti-Money Laundering Laws and Sanctions; and

(b) not take any action, and use its respective reasonable endeavours to procure that none of its respective Affiliates nor any of its or their respective Agents take any action, directly or indirectly, which would (or would reasonably be expected to) cause JVCo or the other Shareholder to be prosecuted and found guilty of, or rendered liable for, any violation of any applicable Anti-Bribery and Anti-Money Laundering Laws or Sanctions.

5.2 A Shareholder or JVCo shall promptly inform the Board if it becomes aware of any breach of any of the obligations referred to in clause 5.1 by it, any of its Affiliates or any of its or their respective Agents.

5.3 JVCo shall and shall procure (to the extent it is able), that its Agents shall:

(a) at all times comply with applicable ABC Rules and shall not undertake or cause to be undertaken any Prohibited Act;

(b) not request any action, inaction or services by any third party that would violate any ABC Rules or cause that third party to undertake or cause to be undertaken any Prohibited Act;

(c) not use any External Agent, representative or consultant unless the External Agent, representative or consultant has been subject to reasonable due diligence to ensure that it has a good business reputation and conducts its business in an ethical fashion and in compliance with the ABC Rules;

(d) not receive, agree or attempt to receive the benefits of or profits from a crime or any Prohibited Act or agree to assist any persons to retain the benefits of or profits from a crime or any Prohibited Act; and

(e) not take any action, directly or indirectly, which would (or would reasonably be expected to) cause the JVCo or the other Shareholder to be prosecuted and found guilty of, or rendered liable for, any violation of any applicable Anti-Bribery and Anti-Money Laundering Laws or Sanctions.

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5.4 JVCo shall use reasonable endeavours to procure that none of their Agents take any action, directly or indirectly, which would (or would reasonably be expected to) cause any such company or Entity or the other Shareholder to be prosecuted and found guilty of, or rendered liable for, any violation of any Anti-Bribery and Anti-Money Laundering Laws or Sanctions.

5.5 The obligation to use reasonable endeavours in respect of Agents referred to in clauses and 5.4 shall include an obligation to inform each Agent of the obligations which apply to them pursuant to this Agreement.

5.6 The JVCo hereby undertakes to the Shareholders that it shall, through its Board, approve a compliance framework in accordance with industry standards within 3 months from the date of this Agreement.

5.7 The JVCo shall not:

i. engage in or carry on any transactions, business or trade or enter into any contract or association with or involving, directly or indirectly, countries, territories, governments, entities, individuals and/or other persons that are the target of Sanctions, including persons acting for or on behalf of or owned or controlled by any person who is the target of Sanctions, and

ii. engage in any activity that would reasonably be expected to cause it to become the target of Sanctions.

5.8 The JVCo shall make and keep books, records and accounts, which accurately and fairly reflect its transactions, acquisitions and dispositions of goods, services and assets, and shall keep such books, records and accounts for a period of at least seven years following their creation.

5.9 Each Shareholder shall be entitled (at its cost) to have access to and to inspect all invoices and accompanying documents issued by, and the books and records of the JVCo in order to verify compliance with this clause 5 provided this right shall be exercised in a manner and at times which shall minimise any disruption to the Business (and may not be exercised at any time that would coincide with a year-end or quarter-end). The JVCo shall co-operate fully and promptly with any such audit or inspection.

5.10 Each Shareholder and the JVCo shall co-operate with any compliance audit or investigation and provide all information and assistance properly requested upon an investigation or inquiry by a Governmental Authority directed to any of them in respect of JVCo and its Business. Any additional costs incurred by each Shareholder in complying with this clause shall be borne by such Shareholder.

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5.11 JVCo shall ensure that no Public Official will be hired or engaged as a consultant in any capacity by them or the JVCo .

5.12 Each Shareholder shall not and shall use reasonable endeavours to procure that its shareholders, directors, or employees or any of its Affiliates will not act in contravention of the OECD Convention, the OECD Guidelines or UNCAC or offer, give or promise any payment or any undue pecuniary or other advantage directly or indirectly to, any employee, officer, official, or representative of any government or to any foreign public official (as defined in the OECD Convention) or to any political party or candidate for political office.

5.13 The JVCo undertakes that it shall:

i. comply with applicable HSEC Laws; and

ii. obtain and ensure compliance with the terms and conditions of all required HSEC Permits; and

iii. ensure that systems are in place to manage personal safety, environmental protection and safeguarding of potentially affected communities; and

iv. respect the human rights and diversity of employees and/or contractors, including non-discrimination, prohibition of child and enforced labour, slavery and human trafficking; and

v. not tolerate any workplace harassment, physical or verbal abuse; and

vi. as a minimum, comply with legal requirements regarding wages, working hours and conditions; and

vii. meet the high-level standards outlined within the UN guiding principles on business and human rights.

6. Dividends

Subject to unanimous decision at a Shareholder general meeting and to the working capital needs of the JVCo, and applicable law, the Shareholders shall procure that all amounts legally available for distribution by the JVCo shall be distributed to the Shareholders by the JVCo as soon as reasonably possible, provided that no dividend shall be passed unless and to the extent there is an operating expense cash balance reserve of $300,000. All such distributions will also be subject to any restriction included in any loans facilitated by financing banks and/or Shareholders.

7. Directors and management

7.1 The Board has responsibility for the supervision and management of the JVCo and its Business, subject to clause 4.

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7.2 Subject to clause 10.10, there shall be four (4) directors on the Board made up of two (2) Augustus Directors and two (2) Gunvor Directors.

7.3 Gunvor may appoint a Gunvor Director, and remove a Gunvor Director whom it has appointed, by giving notice in writing to JVCo and Augustus. Augustus may appoint a Augustus Director, and remove a Augustus Director whom it has appointed, by giving notice in writing to JVCo and Gunvor. The appointment or removal takes effect on the date on which the notice is received by JVCo or, if a later date is given in the notice, on that date.

7.4 The Shareholder removing a Director shall indemnify and keep indemnified the JVCo against any claim connected with the Director's removal from office.

7.5 The Parties intend there to be a meeting of Directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meeting.

7.6 The Parties shall ensure that at least ten (10) Business Days' notice of a meeting of Directors is given to all Directors entitled to receive notice accompanied by an agenda specifying in reasonable detail the matters to be raised.

7.7 A shorter period of notice of a meeting of Directors may be given if at least one (1) Augustus Director and one (1) Gunvor Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of notice.

7.8 The quorum necessary at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is all of the Directors present at the time of the meeting.

7.9 The quorum necessary at any other meeting of Directors (including adjourned meetings) is one (1) Augustus Director and one (1) Gunvor Director present at the time of the meeting.

7.10 No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business.

7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for same time and place on the Business Day falling five (5) Business Days immediately after the proposed date of

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the meeting, unless all the Directors entitled to receive notice of and attend and vote at such a meeting, agree in writing on another period.

7.12 A meeting of Directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Augustus Directors or all the Gunvor Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

7.13 Except for Board Reserved Matters, a board resolution is passed if more votes are cast for it than against it.

7.14 in the case of Board Reserved Matters, a resolution is only passed if all of the Directors have voted in favour of it.

7.15 For the avoidance of doubt any chairman of a Meeting of the Board shall not in any circumstances be entitled to a casting vote.

7.16 Notwithstanding any other provision of this Agreement, a Directors' written resolution is adopted when each of the Directors has signed one or more copies of it. Once a Directors' written resolution is adopted it shall be treated as if it had been a decision taken at a meeting of the Board in accordance with this Agreement.

7.17 Unless otherwise agreed by the Shareholders, each Gunvor Director shall be entitled to receive a remuneration payable directly to them by JVCo in relation to the performance of their duties as a Director from JVCo. It is agreed that the remuneration of the Augustus Directors shall be paid by JVCo to the Ship Manager.

8. Budget

8.1 The Budget is an annual budget for the Vessel which shall include the budget for the purposes of the Ship Management Agreement and all finance, capital expenses and operating costs plus all other non-Vessel related costs of the JVCo (included but not limited to the corporate costs) and which shall be prepared by the Ship Manager. The First Budget shall also include a working capital reserve of one (1) month's operating expenses.

8.2 The Budget for the period from the date of Delivery until 31st December of that year is set out in Schedule 3 and shall be adopted by the Parties at Completion (First Budget).

8.3 Budgets other than the First Budget shall be:

(a) prepared by the Board at least sixty (60) days before each calendar year; and

(b) considered, and if thought fit, adopted and approved unanimously by the Board.

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9. Accounting and Reporting

9.1 Accounting Principles

The JVCo shall prepare its financial statements under US GAAP and procure that these are converted into, reviewed and audited in accordance with IFRS. The Shareholders shall use all reasonable endeavours to ensure that the JVCo meets any Shareholder's reasonable requirements in relation to their own respective audits.

9.2 Reporting to the Shareholders

9.2.1. The JVCo shall supply the Shareholders on an equal and timely basis with:

(a) quarterly management accounts for the JVCo in respect of each quarter within thirty (30) days of the end of such quarter, on a best effort basis, but in no case later than forty five (45) days of the end of such quarter, such accounts to include:

i. a balance sheet, profit and loss account and cashflow statement per US GAAP;

ii. a cashflow forecast for the next three months;

iii. a capital expenditure statement;

iv. Information on operating and capital expenses incurred during the quarter that were not included in the approved Budget.

v. such additional information as the Shareholders shall agree from time to time,

(b) draft annual accounts for the JVCo both under US GAAP, and IFRS, in a form substantially approved by the Auditors, no later than ninety (90) days after the end of the financial year to which they relate and in any event no later than is necessary to allow compliance with Marshall Islands law filing requirements;

(c) annual audited accounts under IFRS of JVCo by no later than 30th of April in each year;

(d) an annual report on the JVCo's (i) compliance with HSEC Laws, and (ii) HSEC Performance, within ninety (90) business days from the end of such year (the "HSEC Annual Report"). The HSEC Annual Report shall communicate on common indicators on Environment, Health and Safety, Community & Society and Human Rights provided by IPIECA's Oil and Gas Industry Guidance on Voluntary Sustainability Reporting (available at www.ipieca.org);

(e) an ABC Rules compliance report in respect of the JVCo for such Financial Year and present this to the Board and the Shareholders within 45 Business Days of the end of each Financial Year; and

(f) monthly information in relation to the cash inflows and outflows of the relevant JVCo earnings account.

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9.3 The JVCo shall promptly notify each shareholder in writing of any material non-compliance with any provision under this clause; and any material HSEC Claims against it.

9.4 Access to information

9.4.1 Subject to clause 20, each Shareholder and its authorised representatives shall be allowed access at all reasonable times to examine (and at its expense to take copies of) the books and records of the JVCo .

9.4.2. Each Shareholder reserves the right to undertake an audit (financial and/or health, safety environmental and communities governance and/or operational risks-related) of the JVCo at its own cost, either by its own internal audit staff or by external advisers. Such Shareholder shall give the JVCo at least two weeks written notice of its intention to carry out such an audit. The JVCo shall co-operate fully and promptly with any such audit or inspection and take into account any recommendations arising from any assessments to be conducted by a Shareholder and implement any remediation requirements.

10. Finance for the JVCo

10.1 The maximum amount each Shareholder is severally committed to contribute to the JVCo during the pre-delivery period shall be such amounts in the Respective Proportions as are necessary to fund the pre-Delivery costs of the JVCo in accordance with the Pre-Delivery Costs Schedule.

10.2 Following the adoption of the First Budget and any subsequent Budget by the Board, the Parties shall contribute to the JVCo in their Respective Proportions and at the times specified therein the amounts required by the Budget at the times requested by the Board, and within five (5) Business Days of such request.

10.3 The Parties agree that, if JVCo requires finance in addition to the Budget, and provided that there are insufficient funds in the earnings account, the JVCo shall be financed, so far as practicable, from an external funding source or sources (parties providing external finance being a "Lender") and on terms to be agreed between the Board, the Parties and any relevant third Parties.

10.4 With regard to clause 10.3 above, the Parties shall seek the required externally sourced finance on the best possible terms available at the time and for a transaction of this type, having in mind:

(a) Interest rate being offered;

(b) the fees and other costs which would apply;

(c) the repayment terms;

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(d) the percentage of the Fair Market Value of the Vessel that would be advanced and the related loan to value covenant required;

(e) the terms of security required by any Lender (it being understood that industry standard terms may require the grant of a first priority mortgage over the Vessel and collateral deed of covenants (if applicable) and an assignment of the Vessel's earning and insurances and on the basis that no parent guarantees shall be provided as part of the security to the Lender); and

(f) the need for the terms of the loan to accommodate the objectives set out in this Agreement.

10.5 For the avoidance of doubt, the final decision as to whether to accept a proposal from a Lender shall constitute a Reserved Matter.

10.6 In the event any Shareholder (Party A) is required to make any payment to any Lender in connection with any form of guarantee issued in favour of such Lender in respect of any lending facility to the JVCo (provided in accordance with this Agreement), the other Shareholder (Indemnifying Party) shall, subject to payment or due demand of the relevant sum having been properly evidenced to the Indemnifying Party, indemnify and keep Party A indemnified in respect of their Respective Proportion of any sum paid or duly demanded to be paid by Party A from time to time under the terms of such guarantee with the intention that each of the Shareholder bears its Respective Proportion of such liability. This indemnity shall not prejudice or replace any right of subrogation that may exist against the JVCo.

10.7 If the Board resolves at any time that JVCo requires further finance in addition to funds available in the earnings account and any financing it has taken out pursuant to clause 10.3 (Additional Funding), the Board shall issue a written notice to each Party (Funding Notice) setting out the amount of the Additional Funding required and the reasons for such Additional Funding. For the avoidance of doubt the Board shall not issue a Funding Notice until such time as all efforts to raise additional funding from external sources have been exhausted.

10.8 Within five (5) Business Days of receiving the Funding Notice, the Parties shall use their reasonable endeavours to determine whether the Additional Funding should be provided and, if so,whether it shall be provided by means of:

(a) loans from the Shareholders in their Respective Proportions;

(b) a subscription for further Shares in the JVCo by the Shareholder in their Respective Proportions;

(c) a mixture of (a) and (b); or

(d) by any other means.

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In default of agreement within such five (5) Business Day period, Additional Funding shall be provided by way of a subscription for further Shares in the JVCo by the Shareholders in their Respective Proportions within twenty (20) Business Days (but subject always to clause 10.9).

10.9 If any Shareholder fails to contribute such sum as is required to the JVCo in its Respective Proportion pursuant to clause 10.8 (Non-Paying Shareholder) within the timescale provided then, the other Shareholder (Paying Shareholder) shall be entitled, but not bound, within a further 30 days to either:

(a) where the contribution is to be made in return for a subscription for further shares, subscribe for the Non-Paying Shareholder's Respective Proportion of the Shares; or

(b) advance an amount equal to the Non-Paying Shareholder's contribution by way of a loan to the JVCo, such loan to be on an arm's length basis; or

(c) upon the expiry of such thirty (30) day period, exercise its right as Paying Shareholder under clause 15.

10.10 Notwithstanding the provisions of this clause 10, the Shareholders shall contribute to the JVCo in their Respective Proportions any loan-to-value shortfall amounts (the "LTV Shortfall Funding") that would be requested by any financing banks from the JVCo in relation to the Vessel financing at the times requested by the Board, and within five (5) Business Days of such request. It is understood and agreed that an LTV Shortfall Funding shall not be regarded as a Reserved Matter.

10.11 If as a result of the application of clause 10.9 (a) and/or 10.9 (c), either Augustus on the one hand or Gunvor on the other hand hold:

(a) less than 20% of the total number of Shares, such Shareholder shall not be entitled to nominate any Director to the Board and shall procure that both its existing Directors resign;

(b) 20% or more but less than 50% of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to one (1) Director to the Board and shall procure that one (1) of its existing Directors resigns;

(c) 50% or more but less than 51% of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to two (2) Directors to the Board;

(d) 51% or more but less than 79.99% of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to three (3) Directors to the Board;

(e) 80% or more of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to four (4) Directors to the Board,

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and the Shareholders shall procure the appointment/resignation of any Directors by means of a meeting of the Shareholders as soon as practicable following such nomination.

10.12 If following the application of clause 10.9 (a) and/or 10.9 (c) Augustus on the one hand, or Gunvor on the other hand own 80% or more of the Shares, Reserved Matters shall be passed if approved by holders representing 80% or more of the Shares.

11. Deadlock

11.1 There is a deadlock if a resolution in respect of any Reserved Matters or Board Reserved Matters is proposed and one of the following applies:

(a) the Board has not passed a resolution or approved a written resolution relating to a Board Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either because the requisite majority has not voted in favour of it or because two or more consecutive Board meetings have been dissolved for lack of a quorum; or

(b) the Shareholders have not passed a resolution or approved a written resolution relating to a Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either because the requisite majority has not voted in favour of it or because two or more consecutive general meetings of the JVCo have been dissolved for lack of a quorum.

11.2 Either Gunvor or Augustus may within five (5) Business Days of the meeting at which the deadlock arises serve notice on the other Shareholder (Deadlock Notice) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to the deadlock.

11.3 On the date of service of the Deadlock Notice, Gunvor and Augustus shall each refer the Reserved Matter or Board Reserved Matter giving rise to the deadlock to their respective Chief Executive Officers of Augustus and Gunvor Group Ltd for resolution. The Parties shall use all reasonable endeavours in good faith to resolve the dispute within fourteen (14) days in a way that is in the best interests of the JVCo.

11.4 For the avoidance of doubt neither Party shall be entitled to serve a Deadlock Notice if a resolution is proposed during a meeting of the Board or the Shareholders in respect of any matter that is not a Reserved Matter or Board Reserved Matter.

12. Resolution of deadlock

12.1 Subject to clause 12.8 if within fourteen (14) days of the service of a Deadlock Notice the Shareholders fail to resolve the dispute to which such Deadlock Notice relates either Shareholder may serve a Deadlock Resolution Notice on the other Shareholder within five (5) Business Days. A Deadlock Resolution Notice is a notice served by a Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in

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cash and not on deferred terms), either to: (i) sell all its Shares in the JVCo to the recipient of the notice; or (ii) to buy all the recipient's Shares in the JVCo.

12.2 The recipient of a Deadlock Resolution Notice may choose to do either of the following, at the price for each Share specified in the Deadlock Resolution Notice, by serving a counter-notice within ten (10) Business Days of receiving the Deadlock Resolution Notice:

(a) buy all the Shares in the JVCo together with any outstanding Shareholder loans of the server of the Deadlock Resolution Notice; or

(b) sell all its Shares in the JVCo together with any outstanding Shareholder loans to the server of the Deadlock Resolution Notice.

12.3 If no counter-notice is served within the period of ten (10) Business Days available, the recipient of the Deadlock Resolution Notice is deemed to have accepted the offer in the Deadlock Resolution Notice at the expiry of that period.

12.4 The service of a counter-notice, or deemed acceptance of the Deadlock Resolution Notice, shall bind the Shareholders to buy and sell the applicable Shares and Shareholder loans (as the case may be) provided that the seller shall warrant that it is selling the applicable Shares and Shareholder loans with full title guarantee and shall provide to the other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares and to enable the other Shareholder to be registered as the holder of such Shares. The closing of the transaction shall take place within thirty (30) days from the date of the counter notice or the date of the deemed acceptance.

12.5 If both Gunvor and Augustus serve a Deadlock Resolution Notice under clause 12.1 only the Deadlock Resolution Notice containing the highest price per share shall be effective.

12.6 If at the end of the ten (10) Business Day period specified in clause 12.2 neither Augustus nor Gunvor has served a Deadlock Resolution Notice, either Shareholder may elect by written notice served on the other Shareholder for the JVCo to be wound up in accordance with clause 17.

12.7 References in this clause to Shares held by a Shareholder in the JVCo are to all the Shares in the JVCo held by that Shareholder and not to some only of those Shares.

12.8 A Shareholder shall not be entitled to serve a Deadlock Resolution Notice pursuant to clause 12.1 in respect of a deadlock which arises in the Lock Up Period (as defined below). However, where a Shareholder is not entitled to serve a Deadlock Resolution Notice pursuant to this clause 12.8 and the Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is marked as a "Deadlock Matter" in Schedule 1 or Schedule 2 such Shareholder shall be entitled to refer the deadlock to arbitration pursuant to clause 37 and the arbitrators shall be asked to make a binding determination on how the deadlock

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should be resolved in the best interests of the JVCo. Where the Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is not marked as "Deadlock Matter" in Schedule 1 or Schedule 2 there shall be no requirements to resolve the deadlock and the relevant resolution shall not be carried.

13. Transfer of shares

13.1 No Party shall create any Encumbrance over, transfer or otherwise dispose of or give any person any rights in or over any Share or interest unless

(a) it is permitted or required under this Agreement; and

(b) in the case of transfer of Shares the transferee also acquires the benefit and burden of any outstanding loan from the transferor to JVCo and procures the release of any guarantee entered into by the transferor.

13.2 No Shareholder may transfer any of its Shares (other than to a Permitted Transferee (as defined below)) for a period of three (3) years from the Completion Date ("Lock Up Period") unless it is otherwise permitted or required to do so under this Agreement. It is also agreed that the JVCo shall not sell the Vessel to any third party during the Lock Up Period, unless approved by both Shareholders as a Reserved Matter.

13.3 A Shareholder may transfer all (but not some) of its Shares to a member of its Group (a "Permitted Transferee") without the consent of the other Shareholder (a "Permitted Transfer") if, at the time of the transfer and in relation to all the Shares being transferred, the transferring Party:

(a) procures that the transferee executes and delivers to the other Parties a Deed of Adherence agreeing to be bound by the terms of this Agreement as if it was a Party to it; and

(b) guarantees all the obligations and any liabilities of the transferee under this Agreement

13.3 In no circumstance is a transfer of Shares to a Restricted Person allowed.

14. Right of First Refusal

14.1 Subject to clauses 13.4 and 14.2, if any Shareholder ("Seller") wishes to transfer some or all of its Shares and any loans advanced by the Seller to JVCo (Shareholder Loans) to a bona fide third party on arm's length terms (Proposed Buyer) following the expiry of the Lock Up Period, the other Shareholder (Continuing Shareholder) shall have a right of first refusal to acquire the Shares and Shareholder Loans for the same price as that offered by the Proposed Buyer by following the procedure in this clause 14.

14.2 The right of first refusal in clause 14.1 shall not apply to a Permitted Transfer.

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14.3 The Seller shall give a notice to the Continuing Shareholder specifying details of the proposed transfer including the name of the Proposed Buyer and the proposed price (a Transfer Notice). The Continuing Shareholder shall have ten (10) Business Days to inform the Seller whether or not they wish to exercise their right of first refusal. If a Continuing Shareholder does wish to so exercise its right, then completion shall occur no later than forty five (45) Business Days thereafter. If a Continuing Shareholder does not wish to exercise its right to do so (or if it does not reply), then the Seller may transfer the Shares and Shareholder Loans not taken up by the Continuing Shareholders to the Proposed Buyer.

15. Compulsory Transfers

15.1 If anything referred to in this clause 15.1 happens to a Shareholder it is a Compulsory Transfer Event in respect of that Shareholder and the provisions of this clause 15 and clause 16 shall apply:

(a) the Shareholder becomes insolvent or is unable to pay its debts within the meaning of the insolvency legislation applicable to that Shareholder and has stopped paying its debts as they fall due;

(b) a step is taken to initiate any process by or under which:

i. the ability of the creditors of the Shareholder to take any action to enforce their debts is suspended, restricted or prevented; or

ii. a person is appointed to manage the affairs, business and assets of the Shareholder on behalf of the Shareholder's creditors; or

iii. the holder of a charge over the business and/or assets of the Shareholder is appointed to control the business and/or assets of the Shareholder.

(c) the Shareholder commits a material breach of this Agreement which if capable of remedy has not been so remedied within 20 Business Days of the other Shareholder requiring such remedy; or

(d) the Paying Shareholder invokes the provision of Clause 10.9(c) due to the failure of the Non-Paying Shareholder to comply therewith; or

(e) the Shareholder is subject to a Change of Control.

15.2 If a Compulsory Transfer Event happens to a Shareholder, (in this clause the Seller), it shall give notice of such event to the other Shareholder (in this clause the Buyer) as soon as possible and, if it does not, it is deemed to have given notice of it on the date on which the Buyer becomes aware of such Compulsory Transfer Event ("Compulsory Transfer Notice").

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15.3 As soon as practicable after service, or deemed service, of the Compulsory Transfer Notice, the Shareholders shall appoint the Valuer to determine (as defined below) the Fair Value of the Seller's Shares in the JVCo ("Sale Shares") in accordance with clause 16.

15.4 The Buyer has the right, within ten (10) Business Days of receiving notification of the Fair Value (as defined below) determined by the Valuer (as defined below) to serve a notice on the Seller either to:

(a) buy all of the Sale Shares at 80% of the Fair Value (as defined below) and acquire the Shareholder Loans at the value of the outstanding principal +accrued but unpaid interests (unless the Compulsory Transfer Event(s) relied on to serve the Compulsory Transfer Notice includes an event under clauses 15.1 (a), (b) or (e) in which case the reference to "80%" shall be replaced with a reference to "100%"); or

(b) sell all of its own Shares to the Seller at 120% of the Fair Value (as defined below) and sell the Shareholder Loans at the value of the outstanding principal +accrued but unpaid interests (unless the Compulsory Transfer Event(s) relied on to serve the Compulsory Transfer Notice include an event under clauses 15.1 (a), (b) or (e) in which case the reference to "120%" shall be replaced with a reference to "100%"). In case of clause 15.1 (a) or (b), no right to sell to an insolvent party exists.

15.5 The service of a notice to buy or sell (as the case may be) under clause 15.4 shall bind the Shareholders to buy and sell the Shares (and, if applicable Shareholder Loans) (as the case may be) and the Seller shall warrant that it is selling the Shares (and Shareholder Loans if applicable) with full title guarantee and shall provide to the other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares (and Shareholder Loans if applicable) and to enable the other Shareholder to be registered as the holder of such Shares (and Shareholder Loans if applicable).

15.6 If at the end of the period specified in clause 15.4 the Buyer has not served a notice to buy the Sale Shares (and Shareholder Loans if applicable) or sell its own Shares (and Shareholder Loans if applicable) pursuant to clause (b) any rights of the Buyer pursuant to clause 15.4 to acquire the Sale Shares (and Shareholder Loans if applicable) or sell its Shares (and Shareholder Loans if applicable) shall lapse.

16. Valuation (only applicable to compulsory transfers)

16.1 The Shareholders shall endeavour to agree on the appointment of an independent valuer (the "Valuer") and to agree the terms of the appointment with the Valuer.

16.2 If the Shareholders are unable to agree on the appointment of a Valuer within fifteen (15) Business Days of either Shareholder serving details of a suggested valuer on the other, either Shareholder shall then be entitled to request an arbitrator to appoint a Valuer of

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repute with international experience in the valuation of shipping companies and agree the Valuer's terms of appointment.

16.3 The Valuer shall be requested to determine the Fair Value within forty five (45) Business Days of his appointment and to notify the Shareholders in writing of his determination.

16.4 All matters under this clause 16 shall be conducted, and the Valuer's decisions shall be written, in the English language.

16.5 The Fair Value for any Sale Share shall be the price per Share determined by the Valuer based on the mean average of the market valuations of the Vessel obtained by the Valuer from each of Clarkson Research Services Ltd, Arrow Research Ltd and Simpson Spence and Young Ltd and the following further bases and assumptions:

(a) valuing each of the Sale Shares as a proportion of the total value of all the issued shares in the capital of the JVCo without any premium or discount being attributable to the percentage of the issued share capital of the JVCo which they represent or for the rights or restrictions applying to the Sale Shares;

(b) if the JVCo is then carrying on business as a going concern, on the assumption that it will continue to do so;

(c) the sale is to be on arms' length terms between a willing buyer and a willing seller;

(d) the Sale Shares are sold free of all Encumbrances;

(e) the sale is taking place on the date the Valuer were requested to determine the Fair Value; and

(f) to take account of any other factors that the Valuer reasonably believe should be taken into account.

16.6 The "Fair Value" for any Sale Share will be the value determined by the Valuer.

16.7 The Shareholders are entitled to make submissions to the Valuer and will provide (or procure that the JVCo provides) the Valuer with such assistance and documents as the Valuer reasonably require for the purpose of reaching a decision, subject to the Valuer agreeing to give such confidentiality undertakings as the Shareholders may reasonably require.

16.8 To the extent not provided for by this clause 16, the Valuer may, in his reasonable discretion, determine such other procedures to assist with the valuation as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their valuation.

16.9 The Valuer shall act as expert and not as arbitrator and his written determination shall be final and binding on the Parties (in the absence of manifest error or fraud).

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16.10 The cost of the Fair Value calculation shall be borne by the JVCo.

17. Termination and liquidation

17.1 Subject to clause 17.2, this Agreement shall terminate:

(a) when only one Shareholder holds all the Shares; or

(b) when a resolution is passed by the Shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo being wound up and its assets being distributed among the JVCo's creditors, Shareholders or other contributors.

17.2 On termination of this Agreement, the following clauses shall continue in force: clause 1 (interpretation); this clause; clause 20 (confidentiality); clause 25 (assignment and other dealings); clause 26 (entire agreement); clause 27 (variation and waiver); clause 28 (costs); clause 29 (no partnership or agency); clause 30 (notices); clause 31 (severance); and clause 36 (governing law and jurisdiction).

17.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

17.4 If this Agreement terminates each Party shall, if requested by the other, procure that the name of the JVCo is changed to avoid confusion with the name of the Party making the request.

17.5 Where, following an event referred to in clause 17.1(b), the JVCo is to be wound up and its assets distributed, the Parties shall agree a suitable basis for dealing with the interests and assets of the JVCo and shall endeavour to ensure that, before dissolution:

(a) all existing contracts of the JVCo are performed to the extent that there are sufficient resources;

(b) the JVCo shall not enter into any new contractual obligations;

(c) the JVCo's assets are distributed as soon as practical.

18. Drag Along

18.1 Provided that the procedures in clauses 13 and 14 have been exhausted, and subject always to clause 13.4, if Augustus on the one hand, or Gunvor on the other hand (provided in each case, the Shareholder holds not less than 50% of the Shares) ('Selling Shareholder") wish to transfer all (but not some only) of its Shares ('Sellers' Shares") (and Shareholder Loans if applicable) to a bona fide purchaser on arm's length terms ('Proposed Buyer"), the Selling Shareholder may require the other Shareholder ('Called

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Shareholder") to sell and transfer all its shares (“Called Shares") (and Shareholder Loans if applicable) to the Proposed Buyer (or as the Proposed Buyer directs) in accordance with the provisions of this clause 18 (“Drag Along Option").

18.2 Subject to clause 18.1, the Selling Shareholder may exercise the Drag Along Option at any time after the third anniversary of the Completion Date and shall only be exercised by the Shareholder wishing to exercise its option giving written notice to that effect to the Called Shareholder (“Drag Along Notice"). The Drag Along Notice shall specify:

(a) that the Called Shareholder is required to transfer all its Called Shares (and Shareholder Loans if applicable) pursuant to this clause 18;

(b) the person to whom the Called Shares (and Shareholder Loans if applicable) are to be transferred;

(c) the purchase price payable for the Called Shares (“Offer Price") which shall, for each Called Share be an amount at least equal to the price per share offered by the Proposed Buyer for the Sellers' Shares;

(d) the value of any Shareholder Loans outstanding and accrued but unpaid interest; and

(e) a date, which is no less than five and no more than forty five (45) Business Days after the date of the Drag Along Notice, on which completion is to take place.

18.3 Where a Drag Along Option is exercised the Selling Shareholder shall, as a condition precedent to the transfer of the Called Shares to the Proposed Buyer, pay or procure the payment of the Shortfall to the Called Shareholder in addition to the Offer Price. For the avoidance of doubt if a Drag Along Option is exercised after the ninth anniversary of Completion the provisions of this Clause shall not apply.

18.4 Once issued, a Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Selling Shareholder has not entered into a definitive agreement to sell the Sellers' Shares to the Proposed Buyer within forty five (45) Business Days of serving the Drag Along Notice. The Selling Shareholders may serve further Drag Along Notices following the lapse of any particular Drag Along Notice.

18.5 No Drag Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out in this clause 18.

18.6 The proposed sale of the Sellers' Shares by the Selling Shareholder to the Proposed Buyer is subject to the rights of pre-emption set out in clauses 13 and 14, but the sale of the Called Shares by the Called Shareholder shall not be subject to those provisions.

18.7 Completion of the exercise of a Drag Along Option shall take place on the date specified in the Drag Along Notice or such later date as agreed by Gunvor, Augustus and the Proposed

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Buyer in writing. At completion: (i) the Proposed Buyer shall pay the Offer Price to the Called Shareholders in cash; (ii) the Selling Shareholders shall pay, or procure the payment of, any Shortfall in cash to the Called Shareholders; (iii) the Called Shareholders shall execute and deliver a transfer of the shares to the Proposed Buyer together with the relevant certificate(s) or an indemnity, in a form reasonably satisfactory to the Proposed Buyer, in respect of any lost certificate, together, in either case, with such other evidence (if any) as the Proposed Buyer may reasonably require to prove good title to the Called Shares or enable it to be registered as the holder of the Called Shares; and (iv) assignment of Shareholder Loans as applicable.

18.8 If a Selling Shareholder is entitled to serve a Drag Along Notice pursuant to clause 18 but has not done so it shall notify the other Shareholder of this at least thirty (30) Business Days before completion of the sale of the Sellers' Shares to the Proposed Buyer is due to take place and following receipt of such notice the other Shareholder shall be entitled by notice in writing within five (5) Business Days to require the Selling Shareholder to serve a Drag Along notice in respect of its Shares in which case the terms of clauses 18.2-18.8 shall apply save that (i) if the Proposed Buyer does not wish to buy all of the Shares which become Called Shares because of this clause 18.8 on the terms set out in clauses 18.2-18.8 it shall not be obliged to so and (unless otherwise agreed by the Called Shareholders) in such case the sale of the Sellers' Shares shall not proceed; and (ii) the Called Shareholder shall not be entitled to receive any Shortfall.

18.9 If, after to the Lock up Period, Augustus on the one hand, or Gunvor on the other hand (provided in each case, the Shareholder holds not less than 50% of the Shares) ("Vessel Selling Shareholder") wish to sell the Vessel to a bona fide purchaser on arm's length terms ("Proposed Vessel Purchaser"), the Vessel Selling Shareholder may, subject at all times to the provisions of Clause 18.10, require the other Shareholder to agree to the sale of the Vessel to the Proposed Vessel Purchaser by serving written notice on the other Shareholder ("Vessel Sale Notice") specifying the identity of the Proposed Vessel Purchaser and the principal terms agreed in relation to the sale including but not limited to the purchase price for the Vessel (the "Vessel Offer Price"). In the event the Vessel Offer Price is less than the Minimum Valuation then as a condition precedent to the sale of the Vessel to the Proposed Vessel Purchaser, the Selling Shareholder shall pay or procure the payment of the Shortfall to the other Shareholder. For the avoidance of doubt, the payment of any Shortfall shall not apply after the ninth anniversary of Completion.

18.10 Following service of a Vessel Sale Notice by the Vessel Selling Shareholder, the other Shareholder shall be granted a right of first refusal to purchase the Vessel on the same terms as set out in the Vessel Sale Notice and shall be entitled within 5 Business Days of the date of the Vessel Sale Notice to serve a written notice on the Vessel Selling Shareholder ("Counter Notice") exercising such right of first refusal following which the other Shareholder shall be obliged to purchase and JVCo shall be obliged to sell the Vessel to the other Shareholder within 45 days of the date of the Counter Notice. If the

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other Shareholder does not wish to exercise its right of first refusal (or if it does not reply), then the Vessel Selling Shareholder may sell the Vessel to the Proposed Vessel Purchaser on the same terms as are set out in the Vessel Sale Notice.

19. Status of agreement

19.1 Each Party shall, to the extent that it is able to do so, exercise all its voting rights and other powers in relation to the JVCo to procure that the provisions of this Agreement are properly and promptly observed and given full force and effect according to the spirit and intention of the Agreement.

19.2 If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Articles, the provisions of this Agreement shall prevail as between the Parties.

19.3 The Parties shall, when necessary, exercise their powers of voting and any other rights and powers they have to amend, waive or suspend a conflicting provision in the Articles to the extent necessary to permit the JVCo and its Business to be administered as provided in this Agreement.

20. Confidentiality

20.1 In this clause Confidential Information means any information which:

(a) a Party may have or acquire at any time in relation to the Business or affairs of JVCo;

(b) a Party may have or acquire at any time in relation to the business or affairs of another Party or any member of another Party's Group, as a consequence of the negotiations relating to this Agreement or any other agreement or document referred to in this Agreement or the performance of the Agreement or any other agreement or document referred to in this Agreement; or

(c) relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).

20.2 Each Party shall at all times keep confidential (and ensure that its employees, agents, subsidiaries and the employees and agents of such subsidiaries, and JVCo (in respect of information specified in clause 20.1(b) and clause 20.1(c)) shall keep confidential) any Confidential Information and shall not use or disclose any such Confidential Information except to professional advisers subject to the same restrictions as are contained in this clause or as required by law or regulatory authority.

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21. Announcements

21.1 Subject to clause 21.2, no Party shall make, or permit any person to make, any public announcement, communication or circular ("announcement") concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed). The Parties shall consult together on the timing, contents and manner of release of any announcement.

21.2 Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the Party required to make the announcement shall promptly notify the other Parties. The Party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

21.3 Augustus and Gunvor shall release an announcement in the agreed form following Completion.

22. Further assurance

Each Party (at its own expense) shall, and shall use all reasonable endeavours to procure that any relevant third party shall, promptly execute and deliver such documents and perform such acts as another Party may reasonably require from time to time for the purpose of giving full effect to this Agreement.

23. Indemnity

Augustus hereby irrevocably undertakes to pay Gunvor an amount equal to Gunvor's Respective Proportion of any US Federal Income Tax which may be or become payable by the JVCo, pursuant to Internal revenue Code (IRC) s887 if, as a consequence of the Augustus inability to provide the JVCo with the necessary ownership statement required under s883 or regulations made thereunder with respect to any non-US investors or intermediaries entities, any of such companies or entities is not able to claim the exemption from the US Federal Income Tax under IRC s883.

Gunvor hereby irrevocably undertakes to pay Augustus an amount equal to Augustus' Respective Proportion of any US Federal Income Tax which may be or become payable by the JVCo, pursuant to Internal revenue Code (IRC) s887 if, as a consequence of the Gunvor's inability to provide the JVCo with the necessary ownership statement required under s883 or regulations made thereunder with respect to any non-US investors or intermediaries entities, any of such companies or entities is not able to claim the exemption from the US Federal Income Tax under IRC s883.

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If a liability arises as a consequence of both Augustus' and Gunvor's inability to provide the JVCo with the necessary ownership statement required pursuant to the above then Augustus and Gunvor shall each be responsible for their own proportion of such US Federal Income Tax.

24. Disputes in relation to the Ship Management Agreement and Time Charter

The Shareholders agree that if the JVCo or Gunvor claims that Ship Manager has committed a breach of the Ship Management Agreement and the Board is unable to agree whether such breach has occurred, or the manner in which any such breach shall be dealt with, then Gunvor shall be entitled to pursue in such manner and using such adviser as it sees fit any claim for breach of the Ship Management Agreement in the name and on behalf and at the expense of the JVCo. In such circumstances Augustus acknowledges that neither it nor the Augustus appointed directors shall be entitled to receive any information containing or referring to any advice (legal or otherwise) received by Gunvor in connection therewith.

The Shareholders agree that if the JVCo or Augustus claims that Clearlake has committed a breach of the Time Charter and the Board is unable to agree whether such breach has occurred, or the manner in which such breach shall be dealt with, then Augustus shall be entitled to pursue in such manner and using such adviser as is sees fit any claim for breach of the Time Charter in the name and on behalf and at the expense of the JVCo. In such circumstance Gunvor acknowledges that neither it nor the Gunvor appointed directors shall be entitled to receive any information containing or referring to any advice (legal or otherwise) received by Augustus in connection therewith.

25. Assignment and other dealings

No Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement (or any other document referred to in it) without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

26. Entire agreement

26.1 This Agreement (together with the documents referred to in it) constitute the entire agreement between the Parties and supersede and extinguish all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.

26.2 Each Party acknowledges that in entering into this Agreement (and any documents referred to in it), it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement (or those documents).

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27. Variation and waiver

27.1 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

27.2 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

27.3 A failure or delay by any person to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

27.4 A person that waives a right or remedy provided under this Agreement or by law in relation to one person, or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

28. Costs

Except as expressly provided in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement (and any documents referred to in it).

29. No partnership or agency

29.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between the Parties or constitute any Party the agent of another Party.

29.2 Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.

30. Notices

30.1 A notice given under this Agreement shall be in writing in the English language (or be accompanied by a properly prepared translation into English) and shall be sent: (i) for the attention of Tsirikos Alexandros, at the address on page one of this Agreement and at fax number: +30 210 805 6441 and at the e-mail address: at@centralshippingmonaco.mc in the case of Augustus; (ii) for the attention of Gia Mai, c/o Gunvor S.A., 80-84 Rue du Rhone, 1204 Geneva, Switzerland, at fax number: +41 22 718 7929 and at the e-mail address gia.mai@gunvorgroup.com in the case of Gunvor; or (iii) to such other address, fax number or person as the relevant Party may notify to the other Parties.

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30.2 A notice shall be delivered personally; or delivered by commercial courier; or sent by fax; or sent by e-mail; or (if the notice is to be served or given outside the country from which it is sent) sent by reputable international overnight courier.

30.3 If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery; or

(b) if delivered by commercial courier, at the time of signature of the courier's delivery receipt; or

(c) if delivered by fax or e-mail, upon confirmed completion of transmission; or

(d) if deemed receipt under the previous paragraphs of this sub-clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of deemed receipt and all references to time are to local time in the place of deemed receipt.

31. Severance

31.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

31.2 If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

32. Agreement survives Completion

This Agreement (other than obligations that have already been fully performed) remains in full force after Completion.

33. Third party rights

33.1 This Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

33.2 The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

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34. Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

35. Inadequacy of damages

Without prejudice to any other rights or remedies that a Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of clause 20 by that Party. Accordingly, the other Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of clause 20 of this Agreement.

36. Governing law and jurisdiction

36.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

36.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

36.3 The number of arbitrators shall be three with one to be appointed by Augustus, another to be appointed by Gunvor and the third to be appointed by the two others so appointed.

36.4 The seat, or legal place, of arbitration shall be London, England.

36.5 The language to be used in the arbitral proceedings shall be English.

This Agreement has been entered into on the date stated at the beginning of it.

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Schedule 1. Reserved Matters for shareholder approval

1.	Altering the name of the JVCo
2.	Altering in any respect the Articles or the rights attaching to any of the Shares (except as provided in clause 20.3).
3.	Increase or reduce the amount of JVCo's issued share capital, grant any option or other interest over or in its share capital, redeem or purchase any of its own shares or otherwise alter, or effect any reorganisation of, its share capital.	DEADLOCK MATTER
4.	Declaring, paying or making any dividend or other distribution.
5.	Any determination under clause 10.7 and any determination in excess of the maximum commitment referred to in Clause 10.1	DEADLOCK MATTER
6.	Making any loan (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits) or granting any credit (other than in the normal course of trading) or giving any guarantee (other than in the normal course of trading) or indemnity	DEADLOCK MATTER
7.	Passing any resolution to wind up JVCo or filing any petition for its winding up or entering into or proposing any arrangement or composition with its creditors.	DEADLOCK MATTER
8.	Applying for an administration order or appointing a receiver or administrator in respect of the JVCo.	DEADLOCK MATTER
9.	Altering the JVCo's registered address.
10.	Deciding on the Directors' entitlement to any remuneration by way of salary, commission, fees or otherwise in relation to the performance of their duties as Directors.
11.	JVCo acquiring or disposing of any undertaking, business, company or securities of a company, or closing down any business operation, in any case having a book or market value greater than USD 250,000 or its equivalent in any other currency (inclusive of VAT).

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12.	JVCo entering into any joint venture, partnership, profit sharing agreement, consolidation, merger, amalgamation, collaboration or major project not included in the First Budget or Budget where the expenditure would exceed USD 250,000 or its equivalent in any other currency (inclusive of VAT) per transaction.
13.	Incorporating any subsidiary of JVCo or establishing any new branch, agency, trading establishment, business or outlet not provided for in the First Budget or Budget.
14.	Amalgamating or merging JVCo with any other company or business undertaking.
15.	Any material change to the scope, nature or geographical area of the Business.
16.	JVCo carrying on any business other than the Business which is not ancillary or incidental to the Business.
17.	Any change to the legal and regulatory status of JVCo.
18.	Any change in the Board structure and size, subject to Clause 10.10 of this Agreement.
19.	Any significant changes to the JVCo's accounting policy or practices.
20.	The appointment or removal of the company Secretary	DEADLOCK MATTER
21.	The entering into, amending or terminating any agreement or arrangement, whether formal or informal, other than time charters, vessel management agreements, pooling or commercial management agreements, between JVCo and: (a)         any Shareholder or any of its directors; or (b)         any Affiliate of a Shareholder or any of its directors; or (c)         any Connected Person of a Shareholder
22.	The entering into, amending or terminating any time charters, vessel	DEADLOCK

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	Management agreements, pooling or commercial management agreements between the JVCo and a third party, a Shareholder or any member of a Shareholder's Group.	MATTER
23.	Applying for the admission to listing or trading on any stock exchange or market of (a) any shares in the capital of the JVCo or any depository receipts representing shares in the capital of the JVCo or (b) debt securities issued by the JVCo
24.	The appointment and removal if the auditors of JVCo.	DEADLOCK MATTER
25.	The adoption of the audited accounts of JVCo.	DEADLOCK MATTER
26.	Accepting a proposal from a Lender pursuant to clause 10.5	DEADLOCK MATTER

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Schedule 2. Board Reserved Matters

1.	Adopting or materially amending the First Budget, any subsequent Budget or any other financial plan of JVCo.	DEADLOCK MATTER
2.	Creating or granting any Encumbrance over the whole or any part of the Business, undertaking, assets or Vessels of the JVCo or over any shares in the JVCo or agreeing to do so.	DEADLOCK MATTER
3.	Save as otherwise set out in this Agreement, incur any borrowings in excess of $1,000,000 in aggregate from time to time or issue any loan capital.	DEADLOCK MATTER
4.	Any borrowings prepayments
5.	The execution of any contract of a long-term onerous or unusual nature or the assumption of any material liability by the JVCo other than in the ordinary course of business of the Company.
6.	The entry into, amendment, termination or waiver under or in respect of any contract or commitment not provided for in the First Budget or any subsequent Budget or any material variation of the same by the JVCo:  a.         with a value in excess of USD 250,000 (exclusive of VAT);  b.         which may incur costs in excess of USD 50,000 per item (exclusive of VAT);  c.         which may not be fulfilled or completed within one year;  d.         which would result in any restriction on the Company carrying on or being engaged in the Business.	DEADLOCK MATTER
7.	Amending the terms of the Shipbuilding Contract, Ship Management Agreement or the Time Charter or waiving any rights of the JVCo thereunder
8.	Any change to the agreed management structure of the JVCo.
9.	JVCo entering into or varying the terms of any transaction, agreement or arrangement (or waiving its rights thereunder) between JVCo and a Shareholder or any of its Affiliates or any of their respective directors
10.	Settling or compromising any legal, arbitration or other proceedings in excess of USD 250,000 or its equivalent in any other currency (other than debt recovery in

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	the ordinary course of business).
11.	Making any agreement with any tax authority or making any claim, disclaimer, surrender, election or consent exceeding USD 250,000 or its equivalent in any other currency for tax purposes in relation to the JVCo or its business.
12.	Granting any rights (by license or otherwise) in or over any intellectual property owned or used by the JVCo.
13.	The granting of any power of attorney or other delegation of powers by any Director or the Board.
14.	In any financial year: a.         incurring, or entering into any commitment to incur, any capital expenditure or operating expenses which is not in the First Budget or Budget in excess of USD 50,000 per item or with a value in excess of USD 250,000 (exclusive of VAT); or b.         entering into any agreement to sell, transfer, lease, license or in any way dispose of any fixed asset or fixed assets without budgetary or specific approval with a book value in excess USD100,000 or 5% of the book value of JVCo	DEADLOCK MATTER
15.	Any step or action which will or is likely to result in the Vessels changing their flag, or the JVCo becoming resident for tax purposes, or otherwise subject to tax, in any jurisdiction other than the Marshall Islands or in the JVCo ceasing to be resident for tax purposes in the Marshall Islands as a consequence of the application of clause 22.	DEADLOCK MATTER
16.	The making of any claim, surrender, election or consent for tax purposes
17.	Any action which may result in the JVCo being grouped for VAT purposes with any other Entity.
18.	Subject to the provisions of clause 18.9, the sale, transfer, lease, license or disposal in any way of the whole or a substantial part of its business undertaking or assets of the JVCo, including but not limited to the Vessel (whether by a single transaction or a series of transactions).
19.	The acquisition or disposal in one transaction or in a series of related transactions of any freehold, leasehold property or fixed assets in excess of USD 250,000 or its equivalent in any other currency.

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20.	The hiring, appointment, dismissal, remuneration and benefits(including bonuses) of any employees of the JVCo having a yearly total remuneration above USD 50,000 or its equivalent in any other currency, as well as any increase in the total remuneration or benefits of any employees in excess of 5%. For the needs of this Agreement, total remuneration shall mean basic salary, bonus, housing allowance, transport allowance, feeding allowance, dressing allowance, entertainment, medical allowance, utility, furniture grant, leave allowance or any other similar allowances.
21.	Entering into any service agreement with any or the variation of the terms thereof
22.	Any matter in which a Director is interested or where he has, or may have, a conflict of interest with the JVCo save as otherwise set out in this Agreement.
23.	The opening or closing of any Company's bank accounts and granting or removing authority to operate the Company's bank accounts.	DEADLOCK MATTER
24.	The factoring or assignment of any Company's debts.

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Schedule 3 Pre Delivery Costs Schedule

Hull 2751

All figures in USD
PRE-DELIVERY PAYMENTS	March 2020
Hyundai Instalment	13,222,540
Pre-delivery cost	500,000
Bank Fees	200,681
Working Capital	166,830
Total	14,090,051

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Schedule 4 First Budget

All figures in USD
CASH FLOW BUDGET OF 1ST CALENDAR	Hull 2751
	M/T Eco
YEAR OF EACH VESSEL'S OPERATION	Yosemite
	Park
TIME CHARTER REVENUE	$5,011,200
Less Brokerage Commissions (address 1.25% + 0.8% Arrow)	-$102,730
OPEX BUDGET AS PER MANAGEMENT AGREEMENT - $5,561 PER DAY	- $1,612,690
Management Fees - $750 PER DAY	-$217,500
JV Legal, Directors fees, Accounting and Audit (estimate)	-$65,000
Minimum Liquidity Build up within 4 months from drawdown	-$500,000
NET CASH FLOW BEFORE SERVICING OF FINANCE	$2,513,280

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Signed by                for and	/s/ Alexanddros Tsirikos
on behalf of AUGUSTUS	…………………….
ENTERPRISES INC.	Alexanddros Tsirikos
	Attorney-in-fact

Signed by                for and	/s/ Shahb Richyal
on behalf of JUST-C LIMITED	…………………….
	Shahb Richyal
	Director

Signed by	/s/ Alexanddros Tsirikos
For and on on behalf of	…………………….
CALIFORNIA 19 INC.	Alexanddros Tsirikos
	Attorney-in-fact

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EX-4.31

Exhibit 4.31

PRIVATE & CONFIDENTIAL

DATED

11 March 2020

JOINT VENTURE AGREEMENT

between

AUGUSTUS ENTEREPRISES INC.

and

JUST-C LIMITED

in relation to

CALIFORNIA 20 INC.

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This agreement (the “Agreement”) is dated 11 March 2020

Parties

(1) Augustus Enterprises Inc., incorporated and registered in the Republic of the Marshall Islands with registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Augustus”);

(2) Just-C Limited, a 100% subsidiary of Gunvor Group Ltd, incorporated and registered in the Republic of Cyprus with registered office at Stasinou 8, Photos Photiades Business Centre, Flat/Office 401, 1060 Nicosia, Cyprus (“Gunvor”); and

(3) California 20 Inc., incorporated and registered in the Republic of the Marshall Islands, with registered office in Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the “JVCo”)

each a Party and collectively the Parties.

BACKGROUND

(A) The JVCo has been established to acquire, own, maintain and dispose of the Vessel (as defined below).

(B) The Shareholders intend to regulate the relationship between them and to ensure that the conduct and operation of the Business (as defined below) is effected on the terms and subject to the conditions of this Agreement.

Agreed terms

1. Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement.

ABC Rules means, Good Industry Practice, Anti-Bribery and Anti-Money Laundering Laws and Sanctions.

Affiliate means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such specified person.

Agent means with respect to an entity, any director, officer or employee of such entity, any person for whose acts such entity may be vicariously liable, and any External Agent.

Anti-Bribery and Anti-Money Laundering Laws means, to the extent applicable to the JVCo or any Shareholder or any member of their respective Group (as applicable) from time to time any national and international anti-bribery laws, rules and regulations in force from time to time in the jurisdiction of their incorporation, the European Union and its members states, the Marshall

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Islands, Switzerland and the United States of America (including the U.S. Foreign Corrupt Practices Act) and any other national and international laws enacted to implement the OECD Convention and the UNCAC.

Applicable Law means, all civil and common law, statute, subordinate legislation, treaty, regulation, directive, decision, by-law, ordinance, code, order, decree, injunction or judgment of any Governmental Authority or quasi-government, statutory, administrative or regulatory body, court or agency, in each case, to the extent that the same is legally binding upon the relevant person.

Articles means, the new by-laws of the JVCo.

Augustus Director means, any director appointed to the Board by Augustus from time to time, in accordance with this Agreement.

Augustus Shares means, the Shares held by Augustus in the JVCo from time to time. Board means, the board of directors of the JVCo as constituted from time to time.

Board Reserved Matters means, the matters requiring unanimous Board approval as listed in Schedule 2.

Budget has the meaning given in clause 8.1.

Business means, the purchase, ownership and operation of the Vessel (including by entering into the Time Charter and Ship Management Agreement).

Business Day means, a day other than a Saturday, Sunday or public holiday in the Marshall Islands, London, Nicosia, Geneva, Athens and New York when banks are open for business.

Change of Control means, in relation to any Shareholder, a change in identity of the person or persons acting together able to Control that Shareholder.

Clearlake means, Clearlake Shipping Pte. Ltd., a company Controlled by Gunvor Group Ltd, incorporated and registered in Singapore with registered office at 12 Marina Boulevard 35-03 Marina Bay Financial Centre 3, Singapore, 018982.

Completion means, completion in accordance with clause 3.

Completion Date means, the date given in clause 3.1.

Connected Person means, in relation to any person (the “Relevant Person”):

(a) the Relevant Person’s spouse or civil partner;

(b) any other person (whether of a different sex or the same sex) with whom the Relevant Person lives as partner in an enduring family relationship;

(c) the Relevant Person’s children or step-children;

(d) any children or step-children of a person within paragraph (b) (and who are not children or step-children of the Relevant Person) who live with the Relevant Person and have not attained the age of 18;

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(e) the Relevant Person’s parents;

(f) any body corporate;

i. where the Relevant Person is interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least 20% of that share capital; or

ii. in relation to which the Relevant Person is entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body corporate;

(g) a person acting in his capacity as trustee of a trust:

i. the beneficiaries of which include the Relevant Person or a person who by virtue of the other paragraphs of this definition is a Connected Person of the Relevant Person, or

ii. the terms of which confer a power on the trustees that may be exercised for the benefit of the Relevant Person or Connected Person of the Relevant Person,

other than a trust for the purposes of an employees’ share scheme or a pension scheme;

(h) a person acting in his capacity as partner

i. of the Relevant Person; or

ii. of a person who is a Connected Person of the Relevant Person; or

(i) a firm that is a legal person under the law by which it is governed and in which:

i.	the Relevant Person is a partner;
ii.	a partner is a Connected Person of the Relevant Person; or
iii.	a partner is a firm in which the director is a partner or in which there is a partner who is a Connected Person of the Relevant Person.

Control means, the power (whether by way of ownership of share, proxy, contract, agency or otherwise, and whether directly or indirectly) to:

(A)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a Shareholders meeting of the ultimate parent company of the relevant entity;
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the ultimate parent company of the relevant entity; or
(C)	otherwise secure that the affairs of the relevant entity are conducted in accordance with its wishes.

and “Controlled” shall be construed accordingly.

Deed of Adherence means, a deed of adherence in a form reasonably agreed by the Parties.

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Delivery means, the delivery of the Vessel to JVCo in accordance with the Shipbuilding Contract. Director means, a director on the Board of JVCo from time to time.

Encumbrance means, any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

Entity means, an incorporated entity, a corporation, a partnership, a limited liability partnership a trust or an individual.

Environmental Laws means, to the extent applicable to the JVCo or any Shareholder (as applicable) from time to time any national and international environmental laws, rules and regulations in force.

External Agent means with respect to an entity, any person, other than any director, officer or employee of such entity, that acts for or on behalf of, or provides services for or on behalf of, such entity, in each case, whilst acting in his capacity as such.

First Budget has the meaning given in clause 8.2.

Fundamental Conventions of the International Labour Organisation means:

(a)	the Forced Labour Convention, 1930 (no. 29);
(b)	the Freedom of Association and Protection of the Right to Organise Convention, 1948 (no. 87);
(c)	the Right to Organise and Collective Bargaining Convention, 1949 (no. 98);
(d)	the Equal Remuneration Convention, 1951 (no. 100);
(e)	the Abolition of Forced Labour Convention, 1957 (no. 105);
(f)	the Discrimination (Employment and Occupation) Convention, 1958 (no. 111);
(g)	the Minimum Age Convention, 1973 (no. 138); and
(h)	the Worst Forms of Child Labour Convention, 1999 (no. 182).

Good Industry Practice means, the exercise of such degree of skill, diligence and prudence and using such practices and methods as, in each case, would reasonably and ordinarily be expected to be used by a skilled and experienced operator engaged in operating a business similar to the Business.

Governmental Authority means:

i.	Any supra-national, national, state, municipal or local government;
ii.	an instrumentality, board, commission, court or agency, whether civilian or military, of one of the above, however constituted;
iii.	a government-owned or government-controlled association and/or non-commercial organisation; or
iv.	a public organisation, being an organisation whose members are:

a. countries or territories;

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b.	governments of countries or territories; and/or
c.	other public international organisations and includes, without limitation, the World Bank, the United Nations, the International Monetary Fund and the OECD.

Gunvor Group Ltd means a company, incorporated and registered in the Republic of Cyprus with registered office at 48 Themistocles Dervis Street, Athienitis Centennial Building, Office 501, 1066, Nicosia, Cyprus.

Gunvor Director means, any director appointed to the Board by Gunvor from time to time, in accordance with this Agreement.

Gunvor Health, Safety, Environmental and Communities Governance Framework means the health, safety, environmental and communities governance framework issued Gunvor Group Ltd dated January 2020 (available at https://gunvorgroup.com/wp-content/uploads/2020/01/gunvor_brochure_hsec_2020.pdf), as may be amended from time to time.

Gunvor Shares means, the Shares held by Gunvor in the JVCo from time to time.

Group means, in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company; and each company in a Group is a member of the Group, it being understood that with regard to Augustus, Group shall refer to all entities Controlled by Mr Evangelos Pistiolis and his family, including Top Ships Inc..

HSEC Claims means any action or, proceeding brought against the counterparty in connection with its breach of HSEC Laws and/or HSEC Permits.

HSEC Laws means all applicable health, safety, environment, human rights and communities laws and regulations, in the jurisdiction(s) in which the JVCo is required to comply, including the Fundamental Conventions of the International Labour Organisation.

HSEC Permits means any applicable permit, license, certification and/or other authorization that is required under the relevant HSEC Laws to carry on the JVCo’s operation and business.

Holding company and subsidiary means, a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 of England and Wales.

IFRS means, the International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board, the International Accounting Standards (IASs) adopted by the International Accounting Standards Board, the Standing Interpretation Committee interpretations (SICs) and the International Financial reporting Interpretation Committee interpretations (IFRICs) as adopted or issued by the International Financial Reporting Interpretation Committee.

Minimum Valuation

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(a)	for the purposes of Clauses 18.1 to 18.8, by reference to the date of service of the Drag Along Notice; and
(b)	for the purposes of Clause 18.9, by reference to the date of service of the Vessel Sale Notice,

being, with regard to the Vessel value only, USD 42 million reduced by USD 4,400 for each day until the fifth anniversary of Completion and then reduced by USD 3,000 for each day as from the fifth anniversary of Completion.

OECD means, the Organisation for Economic Cooperation and Development.

OECD Convention means, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

OECD Guidelines means, the OECD Guidelines for Multinational Enterprises.

Pre-Delivery Costs Schedule means, the schedule of pre Delivery costs and expenses incurred by or on behalf of, or to be incurred by or on behalf of, the JVCo, as agreed between the parties and annexed to Schedule 3;

Prohibited Acts means:

a)	In the case of JVCo or a member of its Group or any of its Agents; or
b)	In the case of a Shareholder or a member of its Group or any other respective Agents, in each case, in relation to their respective affairs,

in business dealings with either the private or public sector, directly or indirectly giving, offering, receiving or agreeing (either themselves or in agreement with others) any payment, gift or other advantage which:

i.	would violate any applicable Anti-Bribery and Anti-Money Laundering Laws or Sanctions;
ii.	was intended to influence any person to act or reward any person for acting in breach of an expectation of good faith, impartiality or trust for which it would otherwise be forbidden by Anti-Bribery and Anti-Money Laundering Laws for the recipient to accept; or
iii.	was made to, or for, a Public Official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business.

Public Official means:

a)	an employee, officer or representative of, or any person otherwise acting in an official capacity for or on behalf of, a Governmental Authority;
b)	a person holding a legislative, administrative or judicial position of any kind, regardless of whether elected or appointed, at a Governmental Authority;
c)	an officer of, or individual who holds a position in, a political party;
d)	a publicly declared candidate for political office;

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e) an individual who holds any other official, ceremonial or other appointed or inherited position with a Governmental Authority; or

f) who exercises a public function for or on behalf of a country or territory or for any public agency or public enterprise of that country or territory.

Reserved Matters means, the matters requiring unanimous Shareholder approval listed in Schedule 1.

Restricted Persons means, any person that is in the reasonable opinion of the other Shareholder, is or has been (or any of its Affiliates are or have been) in breach of Anti-Bribery and Anti-Money Laundering Laws or any other applicable Laws and where an association with such person could result in material reputational damage to such Shareholder, any of its Affiliates or any member of its Group.

Respective Proportions means, in relation to each Shareholder, the proportion which the number of Shares held by that Shareholder in the JVCo bears to the total number of issued Shares of the JVCo.

Sanctions means, all Applicable Laws relating to export control and economic sanctions including:

a)	United Nations Sanctions imposed pursuant to any United Nations Security Council Resolution;
b)	U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury;
c)	EU restrictive measures implemented pursuant to any EU Council or Commission Regulation or Decision adopted pursuant to a Common Position in furtherance of the EU’s Common Foreign and Security Policy; and
d)	Any other applicable sanctions or export control laws and regulations

Shareholders means, Augustus, Gunvor and any other person to whom Shares have been transferred or allotted in accordance with the terms of this Agreement and who has executed a Deed of Adherence, and “Shareholder” shall mean any one of them.

Shares means, all the issued shares (of any class) in the capital of the JVCo from time to time.

Shipbuilding Contract means, the shipbuilding contract relating to the Vessel between the JVCo and Hyundai Mipo Dockyard Co., Ltd. as of 4 December 2018 as amended, restated and /or novated from time to time.

Ship Management Agreement means, the technical and commercial ship management agreement between the JVCo and the Ship Manager in relation to the Vessel in the agreed form.

Ship Manager means, Central Mare Inc., a company incorporated and registered in the Marshall Islands with registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960.

Shortfall

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(a)	for the purposes of Clauses 18.1 to 18.8 means the amount (if any) by which the Offer Price would have had to be increased if the price per share offered by the Proposed Purchaser for the Sellers’ Shares had been calculated on the basis of the Minimum Valuation net of the liabilities of JVCo (including but not limited to any Shareholder Loans and bank loans); and
(b)	for the purposes of Clause 18.9. means, the amount (if any) that the Vessel Offer Price is less than the Minimum Valuation.

Time Charter means, the time charterparty between the JVCo and Clearlake in relation to the Vessel, in the agreed form.

UNCAC means, the UN Convention against Corruption.

Vessel means, the 50,000 DWT class product/chemical tanker with Hull Number 2752 which is currently under construction at Hyundai Mipo shipyard pursuant to the Shipbuilding Contract.

1.2	The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.3	A reference to this “agreement” or this “Agreement” or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated in accordance with its terms from time to time.
1.4	Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.6	A reference to a Party shall include that Party's successors and permitted assigns.
1.7	A reference to writing or written includes faxes and emails.
1.8	Where the words including or includes are used in this agreement, they are deemed to have the words “without limitation” following them.
1.9	Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.10	References to a document in agreed form are to that document in the form agreed by the Parties on or before the execution of this Agreement and signed or initialled by them or on their behalf for identification.
1.11	“$” or “USD” denotes the lawful currency of the United States of America.

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1.12 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

2. Business of the JVCo

2.1	Each Party shall use its reasonable endeavours to promote and develop the Business to the best advantage of the JVCo.
2.2	Unless agreed otherwise by the Parties:

(a) Pending Delivery, Vessel construction supervision shall be carried out by the Ship Manager;

(b)	Upon Delivery, JVCo shall time charter the Vessel to Clearlake on the terms of the Time Charter;
(c)	Upon Delivery, management of the Vessel shall be carried out by the Ship Manager on the terms of the Ship Management Agreement; and
(d)	Following the termination or expiry of the Time Charter, the JVCo’s commercial strategy shall be a Board Reserved Matter.

2.3 The Parties shall act in good faith in relation to this agreement and shall exercise their respective rights and powers to ensure, so far as they lawfully can, that the JVCo complies with its obligations under this Agreement and any other agreements to which the JVCo is a party, and that the Business is conducted in accordance with Good Industry Practice and on sound commercial and profit-making principles and in compliance with all Applicable Laws and the ABC Rules.

3. Completion

3.1	Completion shall take place on the date this Agreement is signed by the Parties hereto.
3.2	At Completion, the Parties shall procure that such shareholder and board meetings of the JVCo are held as may be necessary to:

(a) appoint Jan Andersen and Shahb Richyal as Gunvor Directors and to the extent not already effected appoint Alexandros Tsirikos and Andreas Louka as Augustus directors so that there shall be a total of four (4) directors; and

(b) adopt the First Budget.

3.3 Within twenty (20) Business Days from Completion, the Parties shall procure that such shareholder and board meetings of the JVCo are held as may be necessary to at which it shall be resolved that new by-laws in agreed form shall be adopted.

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4. Matters requiring consent of Shareholders and quorum for general meetings

4.1	Subject to clause 10.11, each Party shall procure that the JVCo shall not, without the prior written approval of all Shareholders, carry out any of the Reserved Matters.
4.2	The Board may convene a general meeting of the JVCo at any time. Such a general meeting shall be held at the JVCo’s registered office or at such other places as all the Shareholders entitled to receive notice of and attend and vote at such a meeting, may determine.
4.3	At least twenty one (21) Business Days’ notice of a general meeting shall be given to each Shareholder, unless the Shareholders approve in writing of a shorter period. Such notice shall be accompanied by an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of any relevant papers to be discussed at the meeting.
4.4	Subject to clause 4.5, the quorum at any general meeting of the JVCo, or adjourned general meeting, shall be seventy five per cent (75%) of the Shares of the JVCo present when the relevant business is transacted. A person may participate in a meeting by telephone or other means whereby such person may at the same time hear and be heard by everybody else present; and persons who participate in this way shall be considered present at the meeting. If a quorum is not present within thirty (30) minutes of the time when the meeting should have begun or if during the meeting there is no longer a quorum, the meeting shall be adjourned to and reconvened to the same time and place on the Business Day falling ten (10) Business Days immediately after the proposed date of the meeting, unless all the Shareholders entitled to receive notice of and attend and vote at such a meeting, agree in writing on another period.
4.5	The quorum at any general meeting of the JVCo, where a Reserved Matter will be discussed, shall be one hundred per cent (100%) of the Shares of the JVCo.
4.6	No business shall be transacted by any general meeting unless a quorum is present at the commencement of the meeting and also when that business is voted on.

4.7	Subject to Clause 10.11, a resolution at a general meeting is passed if more votes are cast for it than against it.
4.8	At a general meeting, every Shareholder present in person (or by proxy) shall have one vote for each Share it holds (or is proxy for); and on a vote on a written members’ resolution each Shareholder has one vote for each Share it holds, subject to applicable law. Any chairman of a general meeting shall not in any circumstances be entitled to a casting vote.

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4.9 Notwithstanding any other provision of this Agreement, a Shareholder’s written resolution is adopted when each of the Shareholders (or their representatives) has signed one or more copies of it. Once a Shareholder’s written resolution has been adopted, it shall be treated as if it had been a decision taken at a general meeting in accordance with this Agreement.

5. Compliance with ABC Rules and HSEC Laws

5.1 Each Shareholder shall in respect of matters relating to JVCo and the Business:

(a) comply with applicable Anti-Bribery and Anti-Money Laundering Laws and Sanctions; and

(b) not take any action, and use its respective reasonable endeavours to procure that none of its respective Affiliates nor any of its or their respective Agents take any action, directly or indirectly, which would (or would reasonably be expected to) cause JVCo or the other Shareholder to be prosecuted and found guilty of, or rendered liable for, any violation of any applicable Anti-Bribery and Anti-Money Laundering Laws or Sanctions.

5.2 A Shareholder or JVCo shall promptly inform the Board if it becomes aware of any breach of any of the obligations referred to in clause 5.1 by it, any of its Affiliates or any of its or their respective Agents.

5.3 JVCo shall and shall procure (to the extent it is able), that its Agents shall:

(a)	at all times comply with applicable ABC Rules and shall not undertake or cause to be undertaken any Prohibited Act;
(b)	not request any action, inaction or services by any third party that would violate any ABC Rules or cause that third party to undertake or cause to be undertaken any Prohibited Act;
(c)	not use any External Agent, representative or consultant unless the External Agent, representative or consultant has been subject to reasonable due diligence to ensure that it has a good business reputation and conducts its business in an ethical fashion and in compliance with the ABC Rules;
(d)	not receive, agree or attempt to receive the benefits of or profits from a crime or any Prohibited Act or agree to assist any persons to retain the benefits of or profits from a crime or any Prohibited Act; and
(e)	not take any action, directly or indirectly, which would (or would reasonably be expected to) cause the JVCo or the other Shareholder to be prosecuted and found guilty of, or rendered liable for, any violation of any applicable Anti-Bribery and Anti-Money Laundering Laws or Sanctions.

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5.4 JVCo shall use reasonable endeavours to procure that none of their Agents take any action, directly or indirectly, which would (or would reasonably be expected to) cause any such company or Entity or the other Shareholder to be prosecuted and found guilty of, or rendered liable for, any violation of any Anti-Bribery and Anti-Money Laundering Laws or Sanctions.

5.5	The obligation to use reasonable endeavours in respect of Agents referred to in clauses 5.1 and 5.4 shall include an obligation to inform each Agent of the obligations which apply to them pursuant to this Agreement.
5.6	The JVCo hereby undertakes to the Shareholders that it shall, through its Board, approve a compliance framework in accordance with industry standards within 3 months from the date of this Agreement.
5.7	The JVCo shall not:

i. engage in or carry on any transactions, business or trade or enter into any contract or association with or involving, directly or indirectly, countries, territories, governments, entities, individuals and/or other persons that are the target of Sanctions, including persons acting for or on behalf of or owned or controlled by any person who is the target of Sanctions, and

ii. engage in any activity that would reasonably be expected to cause it to become the target of Sanctions.

5.8 The JVCo shall make and keep books, records and accounts, which accurately and fairly reflect its transactions, acquisitions and dispositions of goods, services and assets, and shall keep such books, records and accounts for a period of at least seven years following their creation.

5.9 Each Shareholder shall be entitled (at its cost) to have access to and to inspect all invoices and accompanying documents issued by, and the books and records of the JVCo in order to verify compliance with this clause 5 provided this right shall be exercised in a manner and at times which shall minimise any disruption to the Business (and may not be exercised at any time that would coincide with a year-end or quarter-end). The JVCo shall co-operate fully and promptly with any such audit or inspection.

5.10 Each Shareholder and the JVCo shall co-operate with any compliance audit or investigation and provide all information and assistance properly requested upon an investigation or inquiry by a Governmental Authority directed to any of them in respect of JVCo and its Business. Any additional costs incurred by each Shareholder in complying with this clause shall be borne by such Shareholder.

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5.11 JVCo shall ensure that no Public Official will be hired or engaged as a consultant in any capacity by them or the JVCo .

5.12 Each Shareholder shall not and shall use reasonable endeavours to procure that its shareholders, directors, or employees or any of its Affiliates will not act in contravention of the OECD Convention, the OECD Guidelines or UNCAC or offer, give or promise any payment or any undue pecuniary or other advantage directly or indirectly to, any employee, officer, official, or representative of any government or to any foreign public official (as defined in the OECD Convention) or to any political party or candidate for political office.

5.13 The JVCo undertakes that it shall:

i.	comply with applicable HSEC Laws; and
ii.	obtain and ensure compliance with the terms and conditions of all required HSEC Permits; and
iii.	ensure that systems are in place to manage personal safety, environmental protection and safeguarding of potentially affected communities; and
iv.	respect the human rights and diversity of employees and/or contractors, including non-discrimination, prohibition of child and enforced labour, slavery and human trafficking; and
v.	not tolerate any workplace harassment, physical or verbal abuse; and
vi.	as a minimum, comply with legal requirements regarding wages, working hours and conditions; and
vii.	meet the high-level standards outlined within the UN guiding principles on business and human rights.

6. Dividends

Subject to unanimous decision at a Shareholder general meeting and to the working capital needs of the JVCo, and applicable law, the Shareholders shall procure that all amounts legally available for distribution by the JVCo shall be distributed to the Shareholders by the JVCo as soon as reasonably possible, provided that no dividend shall be passed unless and to the extent there is an operating expense cash balance reserve of $300,000. All such distributions will also be subject to any restriction included in any loans facilitated by financing banks and/or Shareholders.

7. Directors and management

7.1 The Board has responsibility for the supervision and management of the JVCo and its Business, subject to clause 4.

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7.2	Subject to clause 10.10, there shall be four (4) directors on the Board made up of two (2) Augustus Directors and two (2) Gunvor Directors.
7.3	Gunvor may appoint a Gunvor Director, and remove a Gunvor Director whom it has appointed, by giving notice in writing to JVCo and Augustus. Augustus may appoint a Augustus Director, and remove a Augustus Director whom it has appointed, by giving notice in writing to JVCo and Gunvor. The appointment or removal takes effect on the date on which the notice is received by JVCo or, if a later date is given in the notice, on that date.
7.4	The Shareholder removing a Director shall indemnify and keep indemnified the JVCo against any claim connected with the Director's removal from office.
7.5	The Parties intend there to be a meeting of Directors at least once every three (3) months.  Participation in such meetings by telephone or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meeting.
7.6	The Parties shall ensure that at least ten (10) Business Days' notice of a meeting of Directors is given to all Directors entitled to receive notice accompanied by an agenda specifying in reasonable detail the matters to be raised.
7.7	A shorter period of notice of a meeting of Directors may be given if at least one (1) Augustus Director and one (1) Gunvor Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of notice.
7.8	The quorum necessary at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is all of the Directors present at the time of the meeting.
7.9	The quorum necessary at any other meeting of Directors (including adjourned meetings) is one (1) Augustus Director and one (1) Gunvor Director present at the time of the meeting.
7.10	No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business.
7.11	The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for same time and place on the Business Day falling five (5) Business Days immediately after the proposed date of

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the meeting, unless all the Directors entitled to receive notice of and attend and vote at such a meeting, agree in writing on another period.

7.12	A meeting of Directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Augustus Directors or all the Gunvor Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.
7.13	Except for Board Reserved Matters, a board resolution is passed if more votes are cast for it than against it.
7.14	in the case of Board Reserved Matters, a resolution is only passed if all of the Directors have voted in favour of it.
7.15	For the avoidance of doubt any chairman of a Meeting of the Board shall not in any circumstances be entitled to a casting vote.
7.16	Notwithstanding any other provision of this Agreement, a Directors’ written resolution is adopted when each of the Directors has signed one or more copies of it. Once a Directors’ written resolution is adopted it shall be treated as if it had been a decision taken at a meeting of the Board in accordance with this Agreement.
7.17	Unless otherwise agreed by the Shareholders, each Gunvor Director shall be entitled to receive a remuneration payable directly to them by JVCo in relation to the performance of their duties as a Director from JVCo. It is agreed that the remuneration of the Augustus Directors shall be paid by JVCo to the Ship Manager.

8. Budget

8.1 The Budget is an annual budget for the Vessel which shall include the budget for the purposes of the Ship Management Agreement and all finance, capital expenses and operating costs plus all other non-Vessel related costs of the JVCo (included but not limited to the corporate costs) and which shall be prepared by the Ship Manager. The First Budget shall also include a working capital reserve of one (1) month’s operating expenses.

8.2 The Budget for the period from the date of Delivery until 31st December of that year is set out in Schedule 3 and shall be adopted by the Parties at Completion (First Budget).

8.3 Budgets other than the First Budget shall be:

(a) prepared by the Board at least sixty (60) days before each calendar year; and

(b) considered, and if thought fit, adopted and approved unanimously by the Board.

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9. Accounting and Reporting

9.1 Accounting Principles

The JVCo shall prepare its financial statements under US GAAP and procure that these are converted into, reviewed and audited in accordance with IFRS. The Shareholders shall use all reasonable endeavours to ensure that the JVCo meets any Shareholder's reasonable requirements in relation to their own respective audits.

9.2 Reporting to the Shareholders

9.2.1. The JVCo shall supply the Shareholders on an equal and timely basis with:

(a) quarterly management accounts for the JVCo in respect of each quarter within thirty (30) days of the end of such quarter, on a best effort basis, but in no case later than forty five (45) days of the end of such quarter, such accounts to include:

i. a balance sheet, profit and loss account and cashflow statement per US GAAP;

ii.	a cashflow forecast for the next three months;
iii.	a capital expenditure statement;
iv.	Information on operating and capital expenses incurred during the quarter that were not included in the approved Budget.
v.	such additional information as the Shareholders shall agree from time to time,

(b) draft annual accounts for the JVCo both under US GAAP, and IFRS, in a form substantially approved by the Auditors, no later than ninety (90) days after the end of the financial year to which they relate and in any event no later than is necessary to allow compliance with Marshall Islands law filing requirements;

(c)

annual audited accounts under IFRS of JVCo by no later than 30th of April in each year;

(d)

an annual report on the JVCo’s (i) compliance with HSEC Laws, and (ii) HSEC Performance, within ninety (90) business days from the end of such year (the “HSEC Annual Report”). The HSEC Annual Report shall communicate on common indicators on Environment, Health and Safety, Community & Society and Human Rights provided by IPIECA’s Oil and Gas Industry Guidance on Voluntary Sustainability Reporting (available at www.ipieca.org);

(e) an ABC Rules compliance report in respect of the JVCo for such Financial Year and present this to the Board and the Shareholders within 45 Business Days of the end of each Financial Year; and

(f) monthly information in relation to the cash inflows and outflows of the relevant JVCo earnings account.

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9.3 The JVCo shall promptly notify each shareholder in writing of any material non-compliance with any provision under this clause; and any material HSEC Claims against it.

9.4 Access to information

9.4.1 Subject to clause 20, each Shareholder and its authorised representatives shall be allowed access at all reasonable times to examine (and at its expense to take copies of) the books and records of the JVCo .

9.4.2. Each Shareholder reserves the right to undertake an audit (financial and/or health, safety environmental and communities governance and/or operational risks-related) of the JVCo at its own cost, either by its own internal audit staff or by external advisers. Such Shareholder shall give the JVCo at least two weeks written notice of its intention to carry out such an audit. The JVCo shall co¬operate fully and promptly with any such audit or inspection and take into account any recommendations arising from any assessments to be conducted by a Shareholder and implement any remediation requirements.

10. Finance for the JVCo

10.1 The maximum amount each Shareholder is severally committed to contribute to the JVCo during the pre-delivery period shall be such amounts in the Respective Proportions as are necessary to fund the pre-Delivery costs of the JVCo in accordance with the Pre-Delivery Costs Schedule.

10.2 Following the adoption of the First Budget and any subsequent Budget by the Board, the Parties shall contribute to the JVCo in their Respective Proportions and at the times specified therein the amounts required by the Budget at the times requested by the Board, and within five (5) Business Days of such request.

10.3 The Parties agree that, if JVCo requires finance in addition to the Budget, and provided that there are insufficient funds in the earnings account, the JVCo shall be financed, so far as practicable, from an external funding source or sources (parties providing external finance being a “Lender”) and on terms to be agreed between the Board, the Parties and any relevant third Parties.

10.4 With regard to clause 10.3 above, the Parties shall seek the required externally sourced finance on the best possible terms available at the time and for a transaction of this type, having in mind:

(a) Interest rate being offered;

(b) the fees and other costs which would apply;

(c) the repayment terms

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(d) the percentage of the Fair Market Value of the Vessel that would be advanced and the related loan to value covenant required;

(e) the terms of security required by any Lender (it being understood that industry standard terms may require the grant of a first priority mortgage over the Vessel and collateral deed of covenants (if applicable) and an assignment of the Vessel’s earning and insurances and on the basis that no parent guarantees shall be provided as part of the security to the Lender); and

(f) the need for the terms of the loan to accommodate the objectives set out in this Agreement.

10.5 For the avoidance of doubt, the final decision as to whether to accept a proposal from a Lender shall constitute a Reserved Matter.

10.6 In the event any Shareholder (Party A) is required to make any payment to any Lender in connection with any form of guarantee issued in favour of such Lender in respect of any lending facility to the JVCo (provided in accordance with this Agreement), the other Shareholder (Indemnifying Party) shall, subject to payment or due demand of the relevant sum having been properly evidenced to the Indemnifying Party, indemnify and keep Party A indemnified in respect of their Respective Proportion of any sum paid or duly demanded to be paid by Party A from time to time under the terms of such guarantee with the intention that each of the Shareholder bears its Respective Proportion of such liability. This indemnity shall not prejudice or replace any right of subrogation that may exist against the JVCo.

10.7 If the Board resolves at any time that JVCo requires further finance in addition to funds available in the earnings account and any financing it has taken out pursuant to clause 10.3 (Additional Funding), the Board shall issue a written notice to each Party (Funding Notice) setting out the amount of the Additional Funding required and the reasons for such Additional Funding. For the avoidance of doubt the Board shall not issue a Funding Notice until such time as all efforts to raise additional funding from external sources have been exhausted.

10.8 Within five (5) Business Days of receiving the Funding Notice, the Parties shall use their reasonable endeavours to determine whether the Additional Funding should be provided and, if so, whether it shall be provided by means of:

(a) loans from the Shareholders in their Respective Proportions;

(b) a subscription for further Shares in the JVCo by the Shareholder in their Respective Proportions;

(c) a mixture of (a) and (b); or

(d) by any other means.

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In default of agreement within such five (5) Business Day period, Additional Funding shall be provided by way of a subscription for further Shares in the JVCo by the Shareholders in their Respective Proportions within twenty (20) Business Days (but subject always to clause 10.9).

10.9 If any Shareholder fails to contribute such sum as is required to the JVCo in its Respective Proportion pursuant to clause 10.8 (Non-Paying Shareholder) within the timescale provided then, the other Shareholder (Paying Shareholder) shall be entitled, but not bound, within a further 30 days to either:

(a) where the contribution is to be made in return for a subscription for further shares, subscribe for the Non-Paying Shareholder's Respective Proportion of the Shares; or

(b) advance an amount equal to the Non-Paying Shareholder’s contribution by way of a loan to the JVCo, such loan to be on an arm’s length basis; or

(c) upon the expiry of such thirty (30) day period, exercise its right as Paying Shareholder under clause 15.

10.10 Notwithstanding the provisions of this clause 10, the Shareholders shall contribute to the JVCo in their Respective Proportions any loan-to-value shortfall amounts (the “LTV Shortfall Funding”) that would be requested by any financing banks from the JVCo in relation to the Vessel financing at the times requested by the Board, and within five (5) Business Days of such request. It is understood and agreed that an LTV Shortfall Funding shall not be regarded as a Reserved Matter.

10.11 If as a result of the application of clause 10.9 (a) and/or 10.9 (c), either Augustus on the one hand or Gunvor on the other hand hold:

(a) less than 20% of the total number of Shares, such Shareholder shall not be entitled to nominate any Director to the Board and shall procure that both its existing Directors resign;

(b) 20% or more but less than 50% of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to one (1) Director to the Board and shall procure that one (1) of its existing Directors resigns;

(c) 50% or more but less than 51% of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to two (2) Directors to the Board;

(d) 51% or more but less than 79.99% of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to three (3) Directors to the Board;

(e) 80% or more of the total number of Shares, such Shareholder shall be entitled to nominate for appointment up to four (4) Directors to the Board,

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and the Shareholders shall procure the appointment/resignation of any Directors by means of a meeting of the Shareholders as soon as practicable following such nomination.

10.12 If following the application of clause 10.9 (a) and/or 10.9 (c) Augustus on the one hand, or Gunvor on the other hand own 80% or more of the Shares, Reserved Matters shall be passed if approved by holders representing 80% or more of the Shares.

11. Deadlock

11.1 There is a deadlock if a resolution in respect of any Reserved Matters or Board Reserved Matters is proposed and one of the following applies:

(a) the Board has not passed a resolution or approved a written resolution relating to a Board Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either because the requisite majority has not voted in favour of it or because two or more consecutive Board meetings have been dissolved for lack of a quorum; or

(b) the Shareholders have not passed a resolution or approved a written resolution relating to a Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either because the requisite majority has not voted in favour of it or because two or more consecutive general meetings of the JVCo have been dissolved for lack of a quorum.

11.2 Either Gunvor or Augustus may within five (5) Business Days of the meeting at which the deadlock arises serve notice on the other Shareholder (Deadlock Notice) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to the deadlock.

11.3 On the date of service of the Deadlock Notice, Gunvor and Augustus shall each refer the Reserved Matter or Board Reserved Matter giving rise to the deadlock to their respective Chief Executive Officers of Augustus Inc. and Gunvor Group Ltd for resolution. The Parties shall use all reasonable endeavours in good faith to resolve the dispute within fourteen (14) days in a way that is in the best interests of the JVCo.

11.4 For the avoidance of doubt neither Party shall be entitled to serve a Deadlock Notice if a resolution is proposed during a meeting of the Board or the Shareholders in respect of any matter that is not a Reserved Matter or Board Reserved Matter.

12. Resolution of deadlock

12.1 Subject to clause 12.8 if within fourteen (14) days of the service of a Deadlock Notice the Shareholders fail to resolve the dispute to which such Deadlock Notice relates either Shareholder may serve a Deadlock Resolution Notice on the other Shareholder within five (5) Business Days. A Deadlock Resolution Notice is a notice served by a Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in

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cash and not on deferred terms), either to: (i) sell all its Shares in the JVCo to the recipient of the notice; or (ii) to buy all the recipient's Shares in the JVCo.

12.2 The recipient of a Deadlock Resolution Notice may choose to do either of the following, at the price for each Share specified in the Deadlock Resolution Notice, by serving a counter-notice within ten (10) Business Days of receiving the Deadlock Resolution Notice:

(a) buy all the Shares in the JVCo together with any outstanding Shareholder loans of the server of the Deadlock Resolution Notice; or

(b) sell all its Shares in the JVCo together with any outstanding Shareholder loans to the server of the Deadlock Resolution Notice.

12.3 If no counter-notice is served within the period of ten (10) Business Days available, the recipient of the Deadlock Resolution Notice is deemed to have accepted the offer in the Deadlock Resolution Notice at the expiry of that period.

12.4 The service of a counter-notice, or deemed acceptance of the Deadlock Resolution Notice, shall bind the Shareholders to buy and sell the applicable Shares and Shareholder loans (as the case may be) provided that the seller shall warrant that it is selling the applicable Shares and Shareholder loans with full title guarantee and shall provide to the other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares and to enable the other Shareholder to be registered as the holder of such Shares. The closing of the transaction shall take place within thirty (30) days from the date of the counter notice or the date of the deemed acceptance.

12.5 If both Gunvor and Augustus serve a Deadlock Resolution Notice under clause 12.1 only the Deadlock Resolution Notice containing the highest price per share shall be effective.

12.6 If at the end of the ten (10) Business Day period specified in clause 12.2 neither Augustus nor Gunvor has served a Deadlock Resolution Notice, either Shareholder may elect by written notice served on the other Shareholder for the JVCo to be wound up in accordance with clause 17.

12.7 References in this clause to Shares held by a Shareholder in the JVCo are to all the Shares in the JVCo held by that Shareholder and not to some only of those Shares.

12.8 A Shareholder shall not be entitled to serve a Deadlock Resolution Notice pursuant to clause 12.1 in respect of a deadlock which arises in the Lock Up Period (as defined below). However, where a Shareholder is not entitled to serve a Deadlock Resolution Notice pursuant to this clause 12.8 and the Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is marked as a “Deadlock Matter” in Schedule 1 or Schedule 2 such Shareholder shall be entitled to refer the deadlock to arbitration pursuant to clause 37 and the arbitrators shall be asked to make a binding determination on how the deadlock

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should be resolved in the best interests of the JVCo. Where the Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is not marked as “Deadlock Matter” in Schedule 1 or Schedule 2 there shall be no requirements to resolve the deadlock and the relevant resolution shall not be carried.

13. Transfer of shares

13.1 No Party shall create any Encumbrance over, transfer or otherwise dispose of or give any person any rights in or over any Share or interest unless

(a) it is permitted or required under this Agreement; and

(b) in the case of transfer of Shares the transferee also acquires the benefit and burden of any outstanding loan from the transferor to JVCo and procures the release of any guarantee entered into by the transferor.

13.2 No Shareholder may transfer any of its Shares (other than to a Permitted Transferee (as defined below)) for a period of three (3) years from the Completion Date (“Lock Up Period”) unless it is otherwise permitted or required to do so under this Agreement. It is also agreed that the JVCo shall not sell the Vessel to any third party during the Lock Up Period, unless approved by both Shareholders as a Reserved Matter.

13.3 A Shareholder may transfer all (but not some) of its Shares to a member of its Group (a “Permitted Transferee”) without the consent of the other Shareholder (a “Permitted Transfer”) if, at the time of the transfer and in relation to all the Shares being transferred, the transferring Party:

(a) procures that the transferee executes and delivers to the other Parties a Deed of Adherence agreeing to be bound by the terms of this Agreement as if it was a Party to it; and

(b) guarantees all the obligations and any liabilities of the transferee under this Agreement

13.4 In no circumstance is a transfer of Shares to a Restricted Person allowed.

14. Right of First Refusal

14.1 Subject to clauses 13.4 and 14.2, if any Shareholder (“Seller”) wishes to transfer some or all of its Shares and any loans advanced by the Seller to JVCo (Shareholder Loans) to a bona fide third party on arm’s length terms (Proposed Buyer) following the expiry of the Lock Up Period, the other Shareholder (Continuing Shareholder) shall have a right of first refusal to acquire the Shares and Shareholder Loans for the same price as that offered by the Proposed Buyer by following the procedure in this clause 14.

14.2 The right of first refusal in clause 14.1 shall not apply to a Permitted Transfer.

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14.3 The Seller shall give a notice to the Continuing Shareholder specifying details of the proposed transfer including the name of the Proposed Buyer and the proposed price (a Transfer Notice). The Continuing Shareholder shall have ten (10) Business Days to inform the Seller whether or not they wish to exercise their right of first refusal. If a Continuing Shareholder does wish to so exercise its right, then completion shall occur no later than forty five (45) Business Days thereafter. If a Continuing Shareholder does not wish to exercise its right to do so (or if it does not reply), then the Seller may transfer the Shares and Shareholder Loans not taken up by the Continuing Shareholders to the Proposed Buyer.

15. Compulsory Transfers

15.1 If anything referred to in this clause 15.1 happens to a Shareholder it is a Compulsory Transfer Event in respect of that Shareholder and the provisions of this clause 15 and clause 16 shall apply:

(a) the Shareholder becomes insolvent or is unable to pay its debts within the meaning of the insolvency legislation applicable to that Shareholder and has stopped paying its debts as they fall due;

(b) a step is taken to initiate any process by or under which:

i. the ability of the creditors of the Shareholder to take any action to enforce their debts is suspended, restricted or prevented; or

ii. a person is appointed to manage the affairs, business and assets of the Shareholder on behalf of the Shareholder's creditors; or

iii. the holder of a charge over the business and/or assets of the Shareholder is appointed to control the business and/or assets of the Shareholder.

(c) the Shareholder commits a material breach of this Agreement which if capable of remedy has not been so remedied within 20 Business Days of the other Shareholder requiring such remedy; or

(d) the Paying Shareholder invokes the provision of Clause 10.9(c) due to the failure of the Non-Paying Shareholder to comply therewith; or

(e) the Shareholder is subject to a Change of Control.

15.2 If a Compulsory Transfer Event happens to a Shareholder, (in this clause the Seller), it shall give notice of such event to the other Shareholder (in this clause the Buyer) as soon as possible and, if it does not, it is deemed to have given notice of it on the date on which the Buyer becomes aware of such Compulsory Transfer Event (“Compulsory Transfer Notice”).

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15.3 As soon as practicable after service, or deemed service, of the Compulsory Transfer Notice, the Shareholders shall appoint the Valuer to determine (as defined below) the Fair Value of the Seller's Shares in the JVCo (“Sale Shares”) in accordance with clause 16.

15.4 The Buyer has the right, within ten (10) Business Days of receiving notification of the Fair Value (as defined below) determined by the Valuer (as defined below) to serve a notice on the Seller either to:

(a) buy all of the Sale Shares at 80% of the Fair Value (as defined below) and acquire the Shareholder Loans at the value of the outstanding principal +accrued but unpaid interests (unless the Compulsory Transfer Event(s) relied on to serve the Compulsory Transfer Notice includes an event under clauses 15.1 (a), (b) or (e) in which case the reference to “80%” shall be replaced with a reference to “100%”); or

(b) sell all of its own Shares to the Seller at 120% of the Fair Value (as defined below) and sell the Shareholder Loans at the value of the outstanding principal +accrued but unpaid interests (unless the Compulsory Transfer Event(s) relied on to serve the Compulsory Transfer Notice include an event under clauses 15.1 (a), (b) or (e) in which case the reference to “120%” shall be replaced with a reference to “100%”). In case of clause 15.1 (a) or (b), no right to sell to an insolvent party exists.

15.5 The service of a notice to buy or sell (as the case may be) under clause 15.4 shall bind the Shareholders to buy and sell the Shares (and, if applicable Shareholder Loans) (as the case may be) and the Seller shall warrant that it is selling the Shares (and Shareholder Loans if applicable) with full title guarantee and shall provide to the other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares (and Shareholder Loans if applicable) and to enable the other Shareholder to be registered as the holder of such Shares (and Shareholder Loans if applicable).

15.6 If at the end of the period specified in clause 15.4 the Buyer has not served a notice to buy the Sale Shares (and Shareholder Loans if applicable) or sell its own Shares (and Shareholder Loans if applicable) pursuant to clause (b) any rights of the Buyer pursuant to clause 15.4 to acquire the Sale Shares (and Shareholder Loans if applicable) or sell its Shares (and Shareholder Loans if applicable) shall lapse.

16. Valuation (only applicable to compulsory transfers)

16.1 The Shareholders shall endeavour to agree on the appointment of an independent valuer (the “Valuer”) and to agree the terms of the appointment with the Valuer.

16.2 If the Shareholders are unable to agree on the appointment of a Valuer within fifteen (15) Business Days of either Shareholder serving details of a suggested valuer on the other, either Shareholder shall then be entitled to request an arbitrator to appoint a Valuer of

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repute with international experience in the valuation of shipping companies and agree the Valuer's terms of appointment.

16.3 The Valuer shall be requested to determine the Fair Value within forty five (45) Business Days of his appointment and to notify the Shareholders in writing of his determination.

16.4 All matters under this clause 16 shall be conducted, and the Valuer’s decisions shall be written, in the English language.

16.5 The Fair Value for any Sale Share shall be the price per Share determined by the Valuer based on the mean average of the market valuations of the Vessel obtained by the Valuer from each of Clarkson Research Services Ltd, Arrow Research Ltd and Simpson Spence and Young Ltd and the following further bases and assumptions:

(a) valuing each of the Sale Shares as a proportion of the total value of all the issued shares in the capital of the JVCo without any premium or discount being attributable to the percentage of the issued share capital of the JVCo which they represent or for the rights or restrictions applying to the Sale Shares;

(b) if the JVCo is then carrying on business as a going concern, on the assumption that it will continue to do so;

(c) the sale is to be on arms' length terms between a willing buyer and a willing seller;

(d) the Sale Shares are sold free of all Encumbrances;

(e) the sale is taking place on the date the Valuer were requested to determine the Fair Value; and

(f) to take account of any other factors that the Valuer reasonably believe should be taken into account.

16.6 The “Fair Value” for any Sale Share will be the value determined by the Valuer.

16.7 The Shareholders are entitled to make submissions to the Valuer and will provide (or procure that the JVCo provides) the Valuer with such assistance and documents as the Valuer reasonably require for the purpose of reaching a decision, subject to the Valuer agreeing to give such confidentiality undertakings as the Shareholders may reasonably require.

16.8 To the extent not provided for by this clause 16, the Valuer may, in his reasonable discretion, determine such other procedures to assist with the valuation as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their valuation.

16.9 The Valuer shall act as expert and not as arbitrator and his written determination shall be final and binding on the Parties (in the absence of manifest error or fraud).

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16.10 The cost of the Fair Value calculation shall be borne by the JVCo.

17. Termination and liquidation

17.1 Subject to clause 17.2, this Agreement shall terminate:

(a) when only one Shareholder holds all the Shares; or

(b) when a resolution is passed by the Shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo being wound up and its assets being distributed among the JVCo's creditors, Shareholders or other contributors.

17.2 On termination of this Agreement, the following clauses shall continue in force: clause 1 (interpretation); this clause; clause 20 (confidentiality); clause 25 (assignment and other dealings); clause 26 (entire agreement); clause 27 (variation and waiver); clause 28 (costs); clause 29 (no partnership or agency); clause 30 (notices); clause 31 (severance); and clause 36 (governing law and jurisdiction).

17.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

17.4 If this Agreement terminates each Party shall, if requested by the other, procure that the name of the JVCo is changed to avoid confusion with the name of the Party making the request.

17.5 Where, following an event referred to in clause 17.1(b), the JVCo is to be wound up and its assets distributed, the Parties shall agree a suitable basis for dealing with the interests and assets of the JVCo and shall endeavour to ensure that, before dissolution:

(a) all existing contracts of the JVCo are performed to the extent that there are sufficient resources;

(b) the JVCo shall not enter into any new contractual obligations;

(c) the JVCo's assets are distributed as soon as practical.

18. Drag Along

18.1 Provided that the procedures in clauses 13 and 14 have been exhausted, and subject always to clause 13.4, if Augustus on the one hand, or Gunvor on the other hand (provided in each case, the Shareholder holds not less than 50% of the Shares) (“Selling Shareholder”) wish to transfer all (but not some only) of its Shares (“Sellers' Shares”) (and Shareholder Loans if applicable) to a bona fide purchaser on arm's length terms (“Proposed Buyer”), the Selling Shareholder may require the other Shareholder (“Called

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Shareholder”) to sell and transfer all its shares (“Called Shares”) (and Shareholder Loans if applicable) to the Proposed Buyer (or as the Proposed Buyer directs) in accordance with the provisions of this clause 18 (“Drag Along Option”).

18.2 Subject to clause 18.1, the Selling Shareholder may exercise the Drag Along Option at any time after the third anniversary of the Completion Date and shall only be exercised by the Shareholder wishing to exercise its option giving written notice to that effect to the Called Shareholder (“Drag Along Notice”). The Drag Along Notice shall specify:

(a) that the Called Shareholder is required to transfer all its Called Shares (and Shareholder Loans if applicable) pursuant to this clause 18;

(b) the person to whom the Called Shares (and Shareholder Loans if applicable) are to be transferred;

(c) the purchase price payable for the Called Shares (“Offer Price”) which shall, for each Called Share be an amount at least equal to the price per share offered by the Proposed Buyer for the Sellers' Shares;

(d) the value of any Shareholder Loans outstanding and accrued but unpaid interest; and

(e) a date, which is no less than five and no more than forty five (45) Business Days after the date of the Drag Along Notice, on which completion is to take place.

18.3 Where a Drag Along Option is exercised the Selling Shareholder shall, as a condition precedent to the transfer of the Called Shares to the Proposed Buyer, pay or procure the payment of the Shortfall to the Called Shareholder in addition to the Offer Price. For the avoidance of doubt if a Drag Along Option is exercised after the ninth anniversary of Completion the provisions of this Clause shall not apply.

18.4 Once issued, a Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Selling Shareholder has not entered into a definitive agreement to sell the Sellers' Shares to the Proposed Buyer within forty five (45) Business Days of serving the Drag Along Notice. The Selling Shareholders may serve further Drag Along Notices following the lapse of any particular Drag Along Notice.

18.5 No Drag Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out in this clause 18.

18.6 The proposed sale of the Sellers' Shares by the Selling Shareholder to the Proposed Buyer is subject to the rights of pre-emption set out in clauses 13 and 14, but the sale of the Called Shares by the Called Shareholder shall not be subject to those provisions.

18.7 Completion of the exercise of a Drag Along Option shall take place on the date specified in the Drag Along Notice or such later date as agreed by Gunvor, Augustus and the Proposed

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Buyer in writing. At completion: (i) the Proposed Buyer shall pay the Offer Price to the Called Shareholders in cash; (ii) the Selling Shareholders shall pay, or procure the payment of, any Shortfall in cash to the Called Shareholders; (iii) the Called Shareholders shall execute and deliver a transfer of the shares to the Proposed Buyer together with the relevant certificate(s) or an indemnity, in a form reasonably satisfactory to the Proposed Buyer, in respect of any lost certificate, together, in either case, with such other evidence (if any) as the Proposed Buyer may reasonably require to prove good title to the Called Shares or enable it to be registered as the holder of the Called Shares; and (iv) assignment of Shareholder Loans as applicable.

18.8 If a Selling Shareholder is entitled to serve a Drag Along Notice pursuant to clause 18 but has not done so it shall notify the other Shareholder of this at least thirty (30) Business Days before completion of the sale of the Sellers’ Shares to the Proposed Buyer is due to take place and following receipt of such notice the other Shareholder shall be entitled by notice in writing within five (5) Business Days to require the Selling Shareholder to serve a Drag Along notice in respect of its Shares in which case the terms of clauses 18.2-18.8 shall apply save that (i) if the Proposed Buyer does not wish to buy all of the Shares which become Called Shares because of this clause 18.8 on the terms set out in clauses 18.2¬18.8 it shall not be obliged to so and (unless otherwise agreed by the Called Shareholders) in such case the sale of the Sellers’ Shares shall not proceed; and (ii) the Called Shareholder shall not be entitled to receive any Shortfall.

18.9 If, after to the Lock up Period, Augustus on the one hand, or Gunvor on the other hand (provided in each case, the Shareholder holds not less than 50% of the Shares) (“Vessel Selling Shareholder”) wish to sell the Vessel to a bona fide purchaser on arm's length terms (“Proposed Vessel Purchaser”), the Vessel Selling Shareholder may, subject at all times to the provisions of Clause 18.10, require the other Shareholder to agree to the sale of the Vessel to the Proposed Vessel Purchaser by serving written notice on the other Shareholder (“Vessel Sale Notice”) specifying the identity of the Proposed Vessel Purchaser and the principal terms agreed in relation to the sale including but not limited to the purchase price for the Vessel (the “Vessel Offer Price”). In the event the Vessel Offer Price is less than the Minimum Valuation then as a condition precedent to the sale of the Vessel to the Proposed Vessel Purchaser, the Selling Shareholder shall pay or procure the payment of the Shortfall to the other Shareholder. For the avoidance of doubt, the payment of any Shortfall shall not apply after the ninth anniversary of Completion.

18.10 Following service of a Vessel Sale Notice by the Vessel Selling Shareholder, the other Shareholder shall be granted a right of first refusal to purchase the Vessel on the same terms as set out in the Vessel Sale Notice and shall be entitled within 5 Business Days of the date of the Vessel Sale Notice to serve a written notice on the Vessel Selling Shareholder (“Counter Notice”) exercising such right of first refusal following which the other Shareholder shall be obliged to purchase and JVCo shall be obliged to sell the Vessel to the other Shareholder within 45 days of the date of the Counter Notice. If the

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other Shareholder does not wish to exercise its right of first refusal (or if it does not reply), then the Vessel Selling Shareholder may sell the Vessel to the Proposed Vessel Purchaser on the same terms as are set out in the Vessel Sale Notice.

19. Status of agreement

19.1 Each Party shall, to the extent that it is able to do so, exercise all its voting rights and other powers in relation to the JVCo to procure that the provisions of this Agreement are properly and promptly observed and given full force and effect according to the spirit and intention of the Agreement.

19.2 If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Articles, the provisions of this Agreement shall prevail as between the Parties.

19.3 The Parties shall, when necessary, exercise their powers of voting and any other rights and powers they have to amend, waive or suspend a conflicting provision in the Articles to the extent necessary to permit the JVCo and its Business to be administered as provided in this Agreement.

20. Confidentiality

20.1 In this clause Confidential Information means any information which:

(a) a Party may have or acquire at any time in relation to the Business or affairs of JVCo;

(b) a Party may have or acquire at any time in relation to the business or affairs of another Party or any member of another Party's Group, as a consequence of the negotiations relating to this Agreement or any other agreement or document referred to in this Agreement or the performance of the Agreement or any other agreement or document referred to in this Agreement; or

(c) relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).

20.2 Each Party shall at all times keep confidential (and ensure that its employees, agents, subsidiaries and the employees and agents of such subsidiaries, and JVCo (in respect of information specified in clause 20.1(b) and clause 20.1(c)) shall keep confidential) any Confidential Information and shall not use or disclose any such Confidential Information except to professional advisers subject to the same restrictions as are contained in this clause or as required by law or regulatory authority1.

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21. Announcements

21.1 Subject to clause 21.2, no Party shall make, or permit any person to make, any public announcement, communication or circular (“announcement”) concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed). The Parties shall consult together on the timing, contents and manner of release of any announcement.

21.2 Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the Party required to make the announcement shall promptly notify the other Parties. The Party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

21.3 Augustus and Gunvor shall release an announcement in the agreed form following Completion.

22. Further assurance

Each Party (at its own expense) shall, and shall use all reasonable endeavours to procure that any relevant third party shall, promptly execute and deliver such documents and perform such acts as another Party may reasonably require from time to time for the purpose of giving full effect to this Agreement.

23. Indemnity

Augustus hereby irrevocably undertakes to pay Gunvor an amount equal to Gunvor’s Respective Proportion of any US Federal Income Tax which may be or become payable by the JVCo, pursuant to Internal revenue Code (IRC) s887 if, as a consequence of the Augustus inability to provide the JVCo with the necessary ownership statement required under s883 or regulations made thereunder with respect to any non-US investors or intermediaries entities, any of such companies or entities is not able to claim the exemption from the US Federal Income Tax under IRC s883.

Gunvor hereby irrevocably undertakes to pay Augustus an amount equal to Augustus’ Respective Proportion of any US Federal Income Tax which may be or become payable by the JVCo, pursuant to Internal revenue Code (IRC) s887 if, as a consequence of the Gunvor’s inability to provide the JVCo with the necessary ownership statement required under s883 or regulations made thereunder with respect to any non-US investors or intermediaries entities, any of such companies or entities is not able to claim the exemption from the US Federal Income Tax under IRC s883.

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If a liability arises as a consequence of both Augustus’ and Gunvor’s inability to provide the JVCo with the necessary ownership statement required pursuant to the above then Augustus and

Gunvor shall each be responsible for their own proportion of such US Federal Income Tax.

24. Disputes in relation to the Ship Management Agreement and Time Charter

The Shareholders agree that if the JVCo or Gunvor claims that Ship Manager has committed a breach of the Ship Management Agreement and the Board is unable to agree whether such breach has occurred, or the manner in which any such breach shall be dealt with, then Gunvor shall be entitled to pursue in such manner and using such adviser as it sees fit any claim for breach of the Ship Management Agreement in the name and on behalf and at the expense of the JVCo. In such circumstances Augustus acknowledges that neither it nor the Augustus appointed directors shall be entitled to receive any information containing or referring to any advice (legal or otherwise) received by Gunvor in connection therewith.

The Shareholders agree that if the JVCo or Augustus claims that Clearlake has committed a breach of the Time Charter and the Board is unable to agree whether such breach has occurred, or the manner in which such breach shall be dealt with, then Augustus shall be entitled to pursue in such manner and using such adviser as is sees fit any claim for breach of the Time Charter in the name and on behalf and at the expense of the JVCo. In such circumstance Gunvor acknowledges that neither it nor the Gunvor appointed directors shall be entitled to receive any information containing or referring to any advice (legal or otherwise) received by Augustus in connection therewith.

25. Assignment and other dealings

No Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement (or any other document referred to in it) without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

26. Entire agreement

26.1 This Agreement (together with the documents referred to in it) constitute the entire agreement between the Parties and supersede and extinguish all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.

26.2 Each Party acknowledges that in entering into this Agreement (and any documents referred to in it), it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement (or those documents).

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27. Variation and waiver

27.1 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

27.2 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

27.3 A failure or delay by any person to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

27.4 A person that waives a right or remedy provided under this Agreement or by law in relation to one person, or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

28. Costs

Except as expressly provided in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement (and any documents referred to in it).

29. No partnership or agency

29.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between the Parties or constitute any Party the agent of another Party.

29.2 Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.

30. Notices

30.1 A notice given under this Agreement shall be in writing in the English language (or be accompanied by a properly prepared translation into English) and shall be sent: (i) for the attention of Tsirikos Alexandros, at the address on page one of this Agreement and at fax number: +30 210 805 6441 and at the e-mail address: at@centralshippingmonaco.mc in the case of Augustus; (ii) for the attention of Gia Mai, c/o Gunvor S.A., 80-84 Rue du Rhone, 1204 Geneva, Switzerland, at fax number: +41 22 718 7929 and at the e-mail address gia.mai@gunvorgroup.com in the case of Gunvor; or (iii) to such other address, fax number or person as the relevant Party may notify to the other Parties.

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30.2 A notice shall be delivered personally; or delivered by commercial courier; or sent by fax; or sent by e-mail; or (if the notice is to be served or given outside the country from which it is sent) sent by reputable international overnight courier.

30.3 If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery; or

(b) if delivered by commercial courier, at the time of signature of the courier's delivery receipt; or

(c) if delivered by fax or e-mail, upon confirmed completion of transmission; or

(d) if deemed receipt under the previous paragraphs of this sub-clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of deemed receipt and all references to time are to local time in the place of deemed receipt.

31. Severance

31.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

31.2 If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

32. Agreement survives Completion

This Agreement (other than obligations that have already been fully performed) remains in full force after Completion.

33. Third party rights

33.1 This Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

33.2 The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

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34. Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

35. Inadequacy of damages

Without prejudice to any other rights or remedies that a Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of clause 20 by that Party. Accordingly, the other Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of clause 20 of this Agreement.

36. Governing law and jurisdiction

36.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

36.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

36.3 The number of arbitrators shall be three with one to be appointed by Augustus, another to be appointed by Gunvor and the third to be appointed by the two others so appointed.

36.4 The seat, or legal place, of arbitration shall be London, England. 36.5 The language to be used in the arbitral proceedings shall be English.

This Agreement has been entered into on the date stated at the beginning of it.

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Schedule 1. Reserved Matters for shareholder approval

1.	Altering the name of the JVCo
2.	Altering in any respect the Articles or the rights attaching to any of the Shares (except as provided in clause 20.3).
3.	Increase or reduce the amount of JVCo’s issued share capital, grant any option or other interest over or in its share capital, redeem or purchase any of its own shares or otherwise alter, or effect any reorganisation of, its share capital.	DEADLOCK MATTER
4.	Declaring, paying or making any dividend or other distribution.
5.	Any determination under clause 10.7 and any determination in excess of the maximum commitment referred to in Clause 10.1	DEADLOCK MATTER
6.	Making any loan (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits) or granting any credit (other than in the normal course of trading) or giving any guarantee (other than in the normal course of trading) or indemnity	DEADLOCK MATTER
7.	Passing any resolution to wind up JVCo or filing any petition for its winding up or entering into or proposing any arrangement or composition with its creditors.	DEADLOCK MATTER
8.	Applying for an administration order or appointing a receiver or administrator in respect of the JVCo.	DEADLOCK MATTER
9.	Altering the JVCo’s registered address.
10.	Deciding on the Directors’ entitlement to any remuneration by way of salary, commission, fees or otherwise in relation to the performance of their duties as Directors.
11.	JVCo acquiring or disposing of any undertaking, business, company or securities of a company, or closing down any business operation, in any case having a book or market value greater than USD 250,000 or its equivalent in any other currency (inclusive of VAT).

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12.	JVCo entering into any joint venture, partnership, profit sharing agreement, consolidation, merger, amalgamation, collaboration or major project not included in the First Budget or Budget where the expenditure would exceed USD 250,000 or its equivalent in any other currency (inclusive of VAT) per transaction.
13.	Incorporating any subsidiary of JVCo or establishing any new branch, agency, trading establishment, business or outlet not provided for in the First Budget or Budget.
14.	Amalgamating or merging JVCo with any other company or business undertaking.
15.	Any material change to the scope, nature or geographical area of the Business.
16.	JVCo carrying on any business other than the Business which is not ancillary or incidental to the Business.
17.	Any change to the legal and regulatory status of JVCo.
18.	Any change in the Board structure and size, subject to Clause 10.10 of this Agreement.
19.	Any significant changes to the JVCo’s accounting policy or practices.
20.	The appointment or removal of the company Secretary	DEADLOCK MATTER
21.	The entering into, amending or terminating any agreement or arrangement, whether formal or informal, other than time charters, vessel management agreements, pooling or commercial management agreements, between JVCo and: (a)     any Shareholder or any of its directors; or (b)     any Affiliate of a Shareholder or any of its directors; or (c)     any Connected Person of a Shareholder
22.	The entering into, amending or terminating any time charters, vessel	DEADLOCK

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	management agreements, pooling  or commercial management agreements between the JVCo and a third party, a Shareholder or any member of a Shareholder’s Group.	MATTER
23.	Applying for the admission to listing or trading on any stock exchange or market of (a) any shares in the capital of the JVCo or any depository receipts representing shares in the capital of the JVCo or (b) debt securities issued by the JVCo.
24.	The appointment and removal if the auditors of JVCo.	DEADLOCK MATTER
25.	The adoption of the audited accounts of JVCo.	DEADLOCK MATTER
26.	Accepting a proposal from a Lender pursuant to clause 10.5	DEADLOCK MATTER

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Schedule 2. Board Reserved Matters

1.	Adopting or materially amending the First Budget, any subsequent Budget or any other financial plan of JVCo.	DEADLOCK MATTER
2.	Creating or granting any Encumbrance over the whole or any part of the Business, undertaking, assets or Vessels of the JVCo or over any shares in the JVCo or agreeing to do so.	DEADLOCK MATTER
3.	Save as otherwise set out in this Agreement, incur any borrowings in excess of $1,000,000 in aggregate from time to time or issue any loan capital.	DEADLOCK MATTER
4.	Any borrowings prepayments
5.	The execution of any contract of a long-term onerous or unusual nature or the assumption of any material liability by the JVCo other than in the ordinary course of business of the Company.
6.	The entry into, amendment, termination or waiver under or in respect of any contract or commitment not provided for in the First Budget or any subsequent Budget or any material variation of the same by the JVCo: a.     with a value in excess of USD 250,000 (exclusive of VAT); b.     which may incur costs in excess of USD 50,000 per item (exclusive of VAT); c.     which may not be fulfilled or completed within one year; d.     which would result in any restriction on the Company carrying on or being engaged in the Business.	DEADLOCK MATTER
7.	Amending the terms of the Shipbuilding Contract, Ship Management Agreement or the Time Charter or waiving any rights of the JVCo thereunder
8.	Any change to the agreed management structure of the JVCo.
9.	JVCo entering into or varying the terms of any transaction, agreement or arrangement (or waiving its rights thereunder) between JVCo and a Shareholder or any of its Affiliates or any of their respective directors
10.	Settling or compromising any legal, arbitration or other proceedings in excess of USD 250,000 or its equivalent in any other currency (other than debt recovery in

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	the ordinary course of business).
11.	Making any agreement with any tax authority or making any claim, disclaimer, surrender, election or consent exceeding USD 250,000 or its equivalent in any other currency for tax purposes in relation to the JVCo or its business.
12.	Granting any rights (by license or otherwise) in or over any intellectual property owned or used by the JVCo.
13.	The granting of any power of attorney or other delegation of powers by any Director or the Board.
14.	In any financial year: a. incurring, or entering into any commitment to incur, any capital expenditure or operating expenses which is not in the First Budget or Budget in excess of USD 50,000 per item or with a value in excess of USD 250,000 (exclusive of VAT); or b. entering into any agreement to sell, transfer, lease, license or in any way dispose of any fixed asset or fixed assets without budgetary or specific approval with a book value in excess USD100,000 or 5% of the book value of JVCo	DEADLOCK MATTER
15.	Any step or action which will or is likely to result in the Vessels changing their flag, or the JVCo becoming resident for tax purposes, or otherwise subject to tax, in any jurisdiction other than the Marshall Islands or in the JVCo ceasing to be resident for tax purposes in the Marshall Islands as a consequence of the application of clause 22.	DEADLOCK MATTER
16.	The making of any claim, surrender, election or consent for tax purposes
17.	Any action which may result in the JVCo being grouped for VAT purposes with any other Entity.
18	Subject to the provisions of clause 18.9, the sale, transfer, lease, license or disposal in any way of the whole or a substantial part of its business undertaking or assets of the JVCo, including but not limited to the Vessel (whether by a single transaction or a series of transactions).
19.	The acquisition or disposal in one transaction or in a series of related transactions of any freehold, leasehold property or fixed assets in excess of USD 250,000 or its equivalent in any other currency.

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20.	The hiring, appointment, dismissal, remuneration and benefits (including bonuses) of any employees of the JVCo having a yearly total remuneration above USD 50,000 or its equivalent in any other currency, as well as any increase in the total remuneration or benefits of any employees in excess of 5%. For the needs of this Agreement, total remuneration shall mean basic salary, bonus, housing allowance, transport allowance, feeding allowance, dressing allowance, entertainment, medical allowance, utility, furniture grant, leave  allowance or any other similar allowances.
21.	Entering into any service agreement with any or the variation of the terms thereof
22.	Any matter in which a Director is interested or where he has, or may have, a conflict of interest with the JVCo save as otherwise set out in this Agreement.
23.	The opening or closing of any Company’s bank accounts and granting or removing authority to operate the Company’s bank accounts.	DEADLOCK MATTER
24.	The factoring or assignment of any Company’s debts.

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Schedule 3 Pre Delivery Costs Schedule

Hull 2751

All figures in USD
PRE-DELIVERY PAYMENTS	March 2020
Hyundai Instalment	15,101,290
Pre-delivery cost	500,000
Bank Fees	206,872
Working Capital	166,830
Total	15,974,992

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Schedule 4 First Budget

All figures in USD
CASH FLOW BUDGET FOR 2020	Hull 2752 M/T Eco Joshua Park
TIME CHARTER REVENUE	$4,819,800
Less Brokerage Commissions (address 1.25% + 0.8% Arrow)	-$98,806
OPEX BUDGET AS PER MANAGEMENT AGREEMENT - $5,561 PER DAY	- $1,562,641
Management Fees - $750 PER DAY	-$210,750
JV Legal, Directors fees, Accounting and Audit (estimate)	-$65,000
Minimum Liquidity Build up within 4 months from drawdown	-$500,000
NET CASH FLOW BEFORE SERVICING OF FINANCE	$2,382,603

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Signed by              for and on behalf of AUGUSTUS ENTERPRISES INC.	/s/ Alexandros Tsirikos ……………………………….. ALEXANDROS TSIRIKOS Attorney-in-fact
Signed by             for and on behalf of JUST-C LIMITED	………………………………..
Signed by             for and on behalf of CALIFORNIA 29 INC.	/s/ Alexandros Tsirikos ………………………………. ALEXANDROS TSIRIKOS Attorney-in-fact

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Signed by             for and on behalf of AUGUSTUS ENTERPRISES INC.	…………………………… Director
Signed by             for and on behalf of JUST-C LIMITED	/s/ Shahb Richyaz …………………………… Director
Signed by             for and on behalf of CALIFORNIA 29 INC.	…………………………… Director

4

EX-4.32

Exhibit 4.32

EX-4.33

Exhibit 4.33

ADDITIONAL CLAUSES

to the Barecon 2001 Bareboat Charter dated 03 November 2020, between

MIF II no. 7 K/S as owners and

South California Inc. as bareboat charterers

in respect of

M.T. “Eco Bel Air”

32. DEFINITIONS

32.1 In this Charter, unless the context otherwise requires, the following expressions shall have the following meanings:

32.1.1 “Approved Valuers” means Maersk Broker K.S., Arrow Sale & Purchase (UK) Limited, Clarksons Platou, Braemar ACM Shipbroking, Howe Robinson Partners, Fearnleys or any other reputable valuers agreed by the Owners and Charterers in writing from time to time;

32.1.2 “Assignment” means a general assignment of charter, charter hire, requisition compensation and insurances between (i) the Charterers as assignor and (ii) the Owners as assignee, by which any and all right, title, interest, and benefit of the Owners under this Charter, insurances etc. shall be assigned to the Owners upon the terms and conditions satisfactory to the Owners;

32.1.3 “Banking Day” means days on which banks are open for transaction of business of the nature required by this Charter in the currency stipulated for the Hire in Clause 38 (Charter Hire), in New York, London, Copenhagen, Hong Kong, Shanghai, Hamburg and Athens;

32.1.4 “Buyers” means MIF II no. 7 K/S, entering into the MOA (hereinafter defined) of even date herewith with the Seller (hereinafter defined);

32.1.5 “Change of Control” means the occurrence of any of the following:

(i) The Guarantor ceases to own, directly or indirectly, one hundred per cent. (100%) of the issued share capital and voting rights of the Charterers; or

(ii) Evangelos Pistiolis ceases to control more than fifty point one per cent. (50.1%) of the voting rights of the Guarantor.

32.1.6 “Charterers” means the bareboat charterers described in Box 4 of this Charter;

32.1.7 “Charter Hire” has the meaning given to it in Clause 38 of this Charter;

32.1.8 “Charter Period” has the meaning given to it in Clause 37 of this Charter;

32.1.9 “Delivery Date” has the meaning given to it in Clause 33.3;

32.1.10 “Event of Default” has the meaning given to it in Clause 46.1 of this Charter;

32.1.11 “FATCA” means;-

(i)  sections 1471 to 1474 of the USA Internal Revenue Code of 1986 as amended (if any) and any rules and regulations in respect thereof;

(ii) any treaty, law or regulation of any country or between/among countries, or an intergovernmental agreement between the USA and any other country, both of which shall be in respect of implementation of any law or regulation referred to in (i) above or this (ii).

32.1.12 “FATCA Deduction” means a deduction or withholding from a payment under this Charter required by FATCA;

32.1.13 “FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

32.1.14 “Guarantor” means Top Ships Inc.

32.1.15 “Lenders” means any lender or lenders as may be nominated by the Owners;

32.1.16 “Managers” means a third party commercial and/or technical management provider, appointed by the Charterers and acceptable to the Owners and/or the Lender;

32.1.17 “Managers’ Undertakings” means the written undertakings of the Managers whereby, throughout the Charter Period unless otherwise agreed by the Owners, providing inter alia that:

(a) they will remain the commercial or technical managers of the Vessel (as the case may be);

(b) they will not, without the prior written consent of the Owners, subcontract or delegate the commercial or technical management of the Vessel (as the case may be) to any unaffiliated with the Manager third party;

(c) the interests of the Managers in the Insurances will be assigned to the Owners with first priority; and

(d) (following the occurrence of an Event of Default) all claims of the Managers against the Charterers shall be subordinated to the claims of the Owners under this Charter.

32.1.18 “Market Value” means, in respect of the Vessel, at a relevant date, the arithmetic mean of two (2) valuations addressed to the Owners prepared by one (1) Approved Valuer selected by the Owners and one (1) Approved Valuer selected by the Charterers and at the cost and expense of the Charterers:

(i) on a date no earlier than thirty (30) days previously;

(ii) on an “as is where is” basis without physical inspection of that Vessel; and

(iii) on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment.

32.1.19 “MOA” means the memorandum of agreement in respect of the Vessel of even date herewith entered into between the Sellers as sellers and the Buyers as buyers (as may be amended from time to time);

32.1.20 “Mortgagee” means the Lender or any such other mortgagee under any Financial Instrument as set out in accordance with Clause 12(b) or any future mortgagee chosen at the discretion of the Owners from time to time, in accordance with Clause 48.2;

32.1.21 “Owners” means the owners described in Box 3;

32.1.22 “Party” or “Parties” means each of the parties to this Charter or all of them;

32.1.23 “Quiet Enjoyment Agreement” means the quiet enjoyment agreement between (i) the Owners, (ii) the Charterers and (iii) BP Shipping Ltd or any additional agreement to be entered into between the Owners, the Charterers, the new sub-charterers, and the Owners financiers as a result of the Owners’ financing arrangements, cf. Clauses 12 and 48;

32.1.24 “Sellers” means South California Inc., as sellers under the MOA;

32.1.25 “Sellers’ Credit” means the sellers’ credit entered into between the Owners and the Charterer on the date of this Charter and as further described in the Sellers’ Credit Agreement;

32.1.26 “Sellers’ Credit Agreement” means the Sellers’ Credit Agreement attached hereto as an appendix;

32.1.27 “Termination Date” means the date specified as the date on which the chartering of the Vessel is to terminate in a notice served by the Owners pursuant to Clause 47.1;

32.1.28 “Termination Sum” means the Owners’ losses as a result of the early termination of this Charter and which is to he calculated as being the aggregate of:

(i) All Charter Hire due and payable but unpaid under this Charter up to and including the Termination Date together with interest (as stipulated in Clause 38.6 of this Charter) accrued thereon from the due date therefor to the date of receipt by the Owners of the Termination Sum;

(ii) If the Termination Date falls on a Payment Date (Charter Hire), the relevant amount shown under the column headed “Agreed termination amount”, and if the Termination Date falls on any other date during the Charter Period, the amount shown under the column headed “Agreed termination amount” for the Payment Date (Charter Hire) falling immediately after such date:

Payment Date no.:	Agreed termination amount:
0	USD 9,750,000
1	USD 9,525,000
2	USD 9,300,000
3	USD 9,075,000
4	USD 8,850,000
5	USD 8,625,000
6	USD 8,400,000
7	USD 8,175,000
8	USD 7,950,000
9	USD 7,725,000
10	USD 7,500,000
11	USD 7,275,000
12	USD 7,050,000
13	USD 6,875,000
14	USD 6,700,000
15	USD 6,525,000
16	USD 6,350,000
17	USD 6,175,000
18	USD 6,000,000
19	USD 5,825,000
20	USD 5,650,000
21	USD 5,475,000
22	USD 5,300,000
23	USD 5,125,000
24	USD 4,950,000
25	USD 4,800,000
26	USD 4,650,000
27	USD 4,500,000
28	USD 4,350,000
29	USD 4,200,000
30	USD 4,050,000
31	USD 3,900,000
32	USD 3,750,000
33	USD 3,600,000

34	USD 3,450,000
35	USD 3,300,000
36	USD 3,150,000
37	USD 3,000,000
38	USD 2,850,000
39	USD 2,700,000
40	USD 2,550,000
41	USD 2,400,000
42	USD 2,250,000
43	USD 2,100,000
44	USD 1,950,000
45	USD 1,800,000
46	USD 1,650,000
47	USD 1,500,000
48	USD 1,350,000
49	USD 1,250,000
50	USD 1,150,000
51	USD 1,050,000
52	USD 950,000
53	USD 850,000
54	USD 750,000
55	USD 650,000
56	USD 550,000
57	USD 450,000
58	USD 350,000
59	USD 250,000
60	USD 150,000

(It being noted by the Parties that the Agreed termination amount is a reasonable compensation of the Owners, and that the Owners have no mitigation obligations in relation to such amount);

(iii) any sums (other than Charter Hire) due and payable but unpaid under this Charter together with interest accrued thereon up to and including to the date of receipt by the Owners of the Termination Sum; and

(iv) all proven costs and expenses incurred by the Owners as a consequence of an Event of Default and this Charter having terminated prior to the expiry of the agreed Charter Period (including, but not limited to, expenses incurred in recovering possession of, and in moving, laying-up, insuring and maintaining the Vessel and in carrying out any works or modifications required to cause the Vessel to conform with the provisions of this Charter).

32.1.29 “Total Loss” means a situation as defined in Clause 13(d) or a Compulso Acquisition (as defined in Clause 25(b));

32.2 The headings in this Charter are for convenience only and shall not affect the interpretation of any of the provisions herein.

33. MOA AND TIME FOR DELIVERY

33.1 The Owners’ obligations to charter the Vessel to the Charterers hereunder are conditional upon delivery of the Vessel to the Owners by the Sellers pursuant to the MOA.

33.2 Subject to the Vessel being delivered to and taken over by the Owners pursuant to the MOA, the Charterers shall forthwith be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery by the Sellers to the Owners pursuant to the MOA.

33.3 The date of delivery for the purpose of this Charter shall be the date (the “Delivery Date”) when the Vessel is in fact delivered by the Sellers to the Owners pursuant to the MOA, whether that be before or after the scheduled date under the MOA, and the Owners shall be under no responsibility for any delay whatsoever in delivery of the Vessel to the Charterers under this Charter.

33.4 Without prejudice to the provisions of Clause 33.3 above, the Owners and the Charterers shall on the Delivery Date sign a Protocol of Delivery and Acceptance evidencing delivery of the Vessel hereunder. The condition of the Vessel at/or prior to the time of delivery hereunder, shall be as is where is.

34. CANCELLING BY TOTAL LOSS

Should the MOA become null and void or should the Vessel become a Total Loss prior to its delivery under the MOA, this Charter shall be cancelled forthwith and be considered null and void and neither the Owners nor the Charterers shall be entitled to claim any compensation of any sort from the other party except that, in the case of this Charter becoming null and void by reason of the Total Loss of the Vessel, the Charterers shall reimburse the Owners, for actual documented disbursement up to a total maximum of USD 25,000 such as bank charges, any break cost, interest swap unwind cost, if any or interest payable by the Owners to the Lender and legal costs promptly after payment of the insurance proceeds.

35. TERMS OF DELIVERY

35.1 The Charterers acknowledge and agree that the Owners make no representation or warranty, express or implied (and whether statutory or otherwise) as to seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use of the Vessel or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Delivery of the Vessel to the Charterers or (as the case may be) deemed delivery of the Vessel under this Charter shall be conclusive proof that, for the purposes of the obligations and liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and without defect or inherent vice whether or not discoverable by the Charterers.

35.2 Subject to Clause 35.4 below, the Charterers hereby waive all their rights in respect of any condition, term, representation, or warranty express or implied (and whether statutory or otherwise) on the part of the Owners and all their claims against the Owners howsoever and when so ever the same may arise at any time in respect of the Vessel (except to the extent of any failure of the Owners to maintain title to the Vessel or any failure of the Owner to maintain compliant corporate status or any breach of the Owners under this Charter) or their rights therein or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness or otherwise of the Vessel), save for any failure of the Owners to maintain legal title to the Vessel or failure of the Owner to maintain compliant corporate status.

35.3 The Charterers agree that the Owners shall be under no obligation to supply any substitute vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

35.4 Nothing contained in this Clause shall be construed as a waiver of any rights or remedies of the Charterers at law or in equity against the Owners in respect of (a) any fraudulent or wilful misconduct of the Owners or (b) any failure on the part of the Owners to comply with any of the terms of this Charter.

36. CONDITIONS PRECEDENT

Notwithstanding anything to the contrary in this Charter, the obligations of the Owners to charter the Vessel to the Charterers under this Charter are subject to and conditional upon the following 36.1, 36.2, 36.3, 36.4, 36.5, 36.6, 36.7, 36.8, 36.9, 36.10, 36.11, 36.12 and 36.13, whilst the obligations of the Charterers to take the Vessel on charter from the Owners under this Charter are subject to and conditional upon the following 36.1 and 36.2 being true and accurate at the Delivery Date:

36.1 No Event of Default;

36.2 each of the representations and warranties contained in Clause 43 of this Charter being true and correct in all material respects on the Delivery Date by reference to the facts and circumstances then existing;

36.3 the Owners and the Sellers having executed and delivered in agreed form the MOA;

36.4 the Owners having received the director’s certified copies of the constitutional documents of the Charterers, together with duly executed, notarized and legalized (or apostilled) original powers of attorney;

36.5 all approvals, authorisations and consents required by any government or other authority for the Parties to enter into and perform their respective obligations under this Charter or such other documents to which they are a party relating to this Charter;

36.6 the Owners having received evidence that the Vessel is insured in accordance with the provisions of this Charter and that all requirements of Clauses 13 and 45 of this Charter in respect of such insurances having been complied with, including, but not limited to, the Owners having received copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Vessel and evidencing that the Mortgagee’s interest in the insurance policies has been noted in accordance with the form of notices provided by the Owners;

36.7 the Owners having received (i) the duly executed Assignment, (i) duly signed notices and acknowledgements/LOUs under the Assignment and (iii) the signed Quiet Enjoyment Agreement;

36.8 the Charterers to provide a Manager’s Undertaking;

36.9 the Charterers having provided evidence of the Market Value of the Vessel, cf. Clause 44.16;

36.10 the Charterers having provided evidence that the cash balance of the operating account of the Vessel no less than USD 500,000 and the Owners having received evidence of the operating account being pledged to the Owners or the Owners assignees, cf. Clause 44.17;

36.11 the Charterers having provided evidence that the Guarantor and its subsidiaries have Free Liquid Assets at a level of at least USD 4,000,000, cf. Clause 44.19,

36.12 the Charterers having received the director’s certified copies of the constitutional documents of the Owners, together with duly executed, notarized and legalized (or apostilled) original powers of attorney; and

36.13 the Charterers having provided a notarised and legalised irrevocable power of attorney, unlimited in time, to the Owners, authorising the Owners, without the need to seek the Charterers’ prior consent, to delete the Vessel from the Marshall Islands Ship Registry upon termination of the Charter (draft of such power of attorney to be e-mailed to the Owners for pre-approval no later than four (4) Banking Days after the date of this Charter).

36.14 If the conditions precedent set out in this Clause 36 have not been satisfied to the satisfaction of the Parties by 15 December 2020, this Charter and all other transaction documents shall, unless otherwise agreed between the Parties, be null and void and of no further effect and without any liability on either Party.

37. CHARTER PERIOD

Subject to the terms of this Charter, the period of chartering of the Vessel hereunder (the “Charter Period”) is sixty (60) months.

38. CHARTER HIRE

38.1 The Charterers shall throughout the Charter Period pay charter hire (“Charter Hire”) to the Owners, calculated at the daily rate of:

(i) USD 16,750 per day pro rata for the first 24 months of the Charter Period;

(ii) USD 14,000 per day pro rata for months 25 — 48 of the Charter Period; and

(iii) USD 10,000 per day pro rata for months 49 — 60 of the Charter Period.

38.2 Charter Hire shall be paid continuously throughout the Charter Period from (and including) the first day of the Charter Period through (and including) the last day of the Charter Period. The Charterers shall pay hire due to the Owners in accordance with the terms of this Charter. The Charter Hire shall be payable monthly in advance, on each of the below described payment dates.

38.2.1 The first Payment Date shall be the Delivery Date covering on a pro rata basis the remaining number of days in that month, and the second and subsequent Payment Dates shall be on 5th in every calendar month thereafter (each such date being hereinafter called each the “Payment Date” and collectively the “Payment Dates”).

38.2.2 The amount of Charter Hire due on each of the Payment Dates shall be the amount calculated by multiplying the daily rate by the number of days from and including the relevant Payment Date through and including the day immediately preceding the next following Payment Date or, in the case at the last Payment Date, through and including the last day of the Charter Period.

38.3 Notwithstanding anything to the contrary contained in this Charter, all payments due by the Charterers hereunder (whether by way of hire or otherwise) shall be made as follows:-

38.3.1 (in the case of Charter Hire) on the relevant Payment Date or (in the case of other sums) on their respective due dates or within 3 Banking Days of demand (as the case may be);

38.3.2 in United States Dollars in funds with the same day value and free and clear of any bank charges to the account of the Owners, BIC/SWIFT: DABADKKK, IBAN: DK75  3000 3238 0053 02. For the avoidance of doubt, the fund must be arrived and credited to the bank account specified above by 15:00 CET of the relevant Payment Day or to such other bank as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days’ prior written notice; and

38.3.3 if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the next following Banking Day; provided that if such Banking Day falls within the next calendar month, in which event the immediately preceding Banking Day shall be such payment date.

38.4 All payments under this Charter shall be made without any set-off or counterclaim whatsoever and free and clear of and without withholding or deduction for, or on account of, any present or future income, bank charges (save for ones imposed by any receiving bank of the Owners or its assignee), freight, stamp and other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature imposed on such payments as a result of Charterers operation including any Permanent Establishment Tax directly attributable to Charterers operation of the Vessel (e.g. storage etc.), but excluding for the avoidance of doubt income tax or other taxes on the income or gains of the Owners. If the Charterers are so required to make any withholding or deduction from any payment due to Owners, the sum due from the Charterers in respect of such payment will be increased to the extent necessary to ensure that, after making such withholding or deduction, the Owners receive a net sum equal to the amount which they would have received had no such withholding or deduction been required to be made. The Charterers shall not be liable to the Owners for any taxes, including tonnage taxes that are directly attributable to the DIS jurisdiction chosen by the Owners.

38.5 This Charter is construed to be on “hell and high water” terms. The Charterers’ obligation to pay hire in accordance with the requirements of this Clause 38 shall be absolute, irrespective of any contingency or circumstance whatsoever, including without limitation:

38.5.1 any set-off, counterclaim, recoupment, defence or other right which the Charterers may have against the Owners or any other person for any reason whatsoever;

38.5.2 any unavailability of the Vessel for any reason (other than defects in the Owners’ title not caused by breach of the Charterers’ obligations or as result of a default set out in Clause 28(b)), including (but not limited to) any other defect in the condition, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country or any damage to the Vessel;

38.5.3 any damage to or loss to the Vessel (including a Total Loss, subject to the terms of this Charter). However, for the avoidance of doubt, should the Vessel be Total Loss, Charter Hire shall continuously be payable unless and until the insurance proceeds for a Total Loss in the amount required under this Charter shall have been paid to the Owners (or their assignees) in full;

a Compulsory Acquisition (as defined in Clause 25), destruction, capture, seizure, judicial attachment or arrest, forfeiture or marshal’s or other sale of the Vessel;

38.5.4 save for in relation to this Charter, any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release, or surrender of, or other dealing in, any security for any such indebtedness or obligation;

38.5.5 any libel, attachment, arrest, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever (other than arrest or detention by the Mortgagee or other creditors of the Owners, and/or any other aforementioned situations which are caused by or resulted from or as a consequence of a breach of any provision of this Charter by the Owners including but not limited to Clause 28(b));

38.5.6 any insolvency, bankruptcy, court reorganisation, court arrangement of debt, dissolution, liquidation or similar court proceedings by or against the Charterers; or

38.5.7 any circumstance which, but for this provision, might operate to exonerate the Charterers from liability, whether in whole or in part, under this Charter, unless due to the Owners’ breach, whether or not the Charterers shall have notice or knowledge of any of the foregoing, and the Charterers hereby waive any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate or cancel this Charter except in accordance with the express terms hereof, the terms of this Charter prevailing over any relevant statute or law, to the extent permitted by such statute or law. The Charterers shall not seek to recover all or any part of the Charter Hire or other payment made by the Charterers hereunder from the Owners for any reason whatsoever, except in the case otherwise expressly prescribed in this Charter.

38.6 In the event of failure by the Charterers to pay on the Payment Date (pursuant to Clause 38.2.1 here above), or in the case of a sum payable on demand, within three Banking Days of receipt of the demand thereof, any hire or other amount payable by them under this Charter, the Charterers shall pay to the Owners, on demand, overdue interest on such hire outstanding or such other amount due, from (and including) the fourth (4th) day from the date of such failure to the date of actual payment (both before and after any relevant judgment or winding up of the Charterers), at the rate of 3-months Libor + 7 pct. per annum as per box 24; provided that (i) this Sub-clause 38.6 shall not give indulgence generally to the Charterers’ obligations to make payments punctually on the respective due dates and (ii) such overdue interest shall accrue any sum from the day next following the day on which such sum becomes due if and after any Event of Default occurs. Overdue interest payable by the Charterers as aforesaid shall be compounded quarterly and be payable on demand.

38.7 Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty five (365) day year.

39. INDEMNITY

39.1 Subject to the terms of this Charter, the Charterers agree at all times to indemnify the Owners and hold them harmless and keep the Owners indemnified and held harmless against:

39.1.1 Any costs, charges, or expenses which the Charterers have agreed to pay under this Charter and which shall be claimed or assessed against or paid by the Owners;

39.1.2 any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period;

39.1.3 All losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature (collectively the “Losses”) suffered or incurred by the Owners (save for any general corporate income tax assessed on the Owners) and arising, directly or indirectly during the tenor of this Charter or otherwise in relation to the Charter in any manner (except if caused by gross negligence or wilful misconduct of the Owners in breach of the terms hereof), out of the chartering, sub-chartering, navigation, (including crew’s conduct or omission), possession, custody, control, use, transportation, loading or discharging cargoes, operation, management, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, return or storage of or loss of or damage to the Vessel, lay-up or anchoring of the Vessel or otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to any and all claims in tort or in contract by any sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;

39.1.4 All Losses suffered or incurred by the Owners during the tenure of this Charter or otherwise in relation to the Charter in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom unless the same has been caused by or resulted from any gross negligence or wilful misconduct of the Owners in breach of the terms hereof;

39.1.5 All Losses suffered or incurred by the Owners, and/or its respective officers or members of the management board as a consequence of or in relation to any violation by the Charterers or any sub-charterer of (i) any term of this Charter or (ii) any laws pursuant to which the Vessel and/or her trading or operations shall be subject from time to time; provided always that the Charterers shall be entitled to take, in the name of the Owners, such reasonable action as the Charterers see fit to defend or avoid any Losses or to recover the same from any third party but subject to the Charterers first ensuring that the Owners are indemnified and secured against all Losses thereby incurred or to be incurred.

39.2 All moneys payable by the Charterers under this Clause 39 must be paid within 10 Banking Days from demand.

39.3 The Charterers shall (i) assume and bear the entire risk of oil pollution liabilities and all other claims whatsoever including, without limitation, Environmental Claims and Environmental Liabilities, in connection with the Vessel and her cargo, (ii) defend, indemnify and hold harmless the Owners, and other indemnitees from and against any claims, demands, penalties, fines, liabilities, debts, obligations, responsibilities, settlements, damages, costs (including, without limitation, legal fees and costs) or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way relating to Materials of Environmental Concern in, transported, stored or carried upon or forming a part of or discharged from the Vessel or the cargoes, or any Environmental Laws, Environmental Approvals, Environmental Claims or Environmental Liabilities related to the Vessel or her cargoes.

In this Charter,

“Environmental Approvals” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

“Environmental Claim” means, with respect to any person, any notice, claim, demand or similar communication (written or oral) by any other person alleging potential liability for investigatory costs, clean-up costs, governmental response costs, natural resources damages, property damages, personal injuries, fines or penalties arising out of, based on or resulting from:

(a)          the presence, or release into the environment, of any Material of Environmental Concern at any location, whether in navigable or ground water or on or under land and whether or not owned by such person; or

(b)          circumstances forming the basis of any violation or alleged violation, of any Environmental Law or Environmental Approval.

“Environmental Laws” means any laws, regulations, conventions and agreements relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land water or subsurface strata, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements (having the force of law) relating to emissions, discharges or releases of Material of Environmental Concern, or otherwise in relation to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

“Environmental Liabilities” means liability for investigatory costs, clean-up costs, governmental response costs, natural resources damages, property damages, fish or marine creatures damages, marine products damages, personal injuries, death, fines, penalties, defence costs or any other claims whatsoever, monetary or non-monetary, arising out of, based on or resulting from:

(a)          the presence, or release into the environment, of any Material of Environmental Concern at any location, whether in navigable or ground water or on or under land; or

(b)          circumstances forming the basis of any violation of any Environmental Law or Environmental Approval.

“Materials of Environmental Concerns” means and includes chemicals, pollutants, contaminants, wastes, toxic substances, oil, petroleum and petroleum products and distillates and all hazardous substances.

39.4 The indemnities and assumptions of liability under this Clause shall continue in full force and effect notwithstanding the termination of the chartering of the Vessel hereunder, whether by the Owners’ exercise of its rights of termination under Clause 47, by expiration of time, by operation of law, or by the Charterers’ exercise of its rights hereunder.

40. BWTS

40.1 The Charterers (as charterers under this Charter and as Sellers under the MOA) warrant that the Vessel is equipped with a BWTS that is and will continue to be IMO and USCG approved throughout the duration of the Charter, and that any necessary upgrades or changes to the system, to ensure that it is well functioning and IMO and USCG approved, will be performed at their time and for their account.

41. N/A

42. FLAG

42.1 The Vessel shall upon the Delivery Date be registered in the name of the Owners in the Danish International Register of Shipping (DIS).

42.2 Charterers may undertake their own bareboat registration of the Vessel in the Marshall Islands International Registries (IRI).

42.3 A ll costs and expenses arising in connection with the registration of the Vessel in the name of the Owners in the Danish International Register of Shipping (DIS), and all costs and expenses for the registration of the mortgage(s) against the Vessel (set out in box 28) shall be borne by the Owners. All costs and expenses arising in connection with the bareboat registration of the Vessel with the Marshall Islands International Registries (IRI) shall be borne by the Charterers.

42.1 Annual tonnage tax of the Vessel arising from the Charterers’ operation of the Vessel shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand always provided such tax is not related to the DIS jurisdiction chosen by the Owners.

43. REPRESENTATIONS AND WARRANTIES

43.1 The Charterers and the Guarantor acknowledge that the Owners have entered into this Charter in full reliance on the following representations and warranties are true and accurate;

43.1.1 The Charterers and the Guarantor represent and warrant that at the date of this Charter:

43.1.2 The Charterers are duly incorporated and validly existing under the laws of Marshall Islands as a limited liability company;

43.1.3 This Charter constitutes the legal, valid and binding obligations of the Charterers and the Guarantor, and is fully enforceable in accordance with its terms;

43.1.4 The Charterers and the Guarantor have the power to enter into and perform their obligations under this Charter and the related contracts;

43.1.5 The entry into and performance by the Charterers and the Guarantor of this Charter does not violate in any material respect (i) any existing law or regulation of any governmental or official authority or body, or (ii) the constitutional documents of the Charterers or the Guarantor, or (iii) any material agreement, contract or other undertaking to which the Charterers or the Guarantor are a party or which is binding on the Charterers or the Guarantor or any of their assets;

43.1.6 All consents, licences, approvals and authorisations required by the Charterers and the Guarantor in connection with the entry into, performance, validity and enforceability of this Charter have been obtained and are, or will prior to the Delivery Date be, in full force and effect;

43.1.7 No Event of Default (as defined in Clause 46 hereof) has occurred and is continuing.

44. UNDERTAKINGS

44.1 The Charterers and the Guarantor undertake and agree that throughout the Charter Period they will provide to the Owners the following;

44.1.1 (i) the annual financial statements of the Charterer and the Guarantor (including profit and loss statement, balance sheet and in the case of the Guarantor accompanying notes to the financial statements), (ii) the audited consolidated annual financial statements of the Guarantor as soon as practicable and in no event later than 120 days after the end of their financial year prepared in accordance with generally accepted accounting principles in the United States, commencing with financial year ending on 31 December 2020; and (iii) the semi-annual financial statements reviewed by auditors (in case of the Guarantor) of the Charterers and the Guarantor, within 90 days of each period as well as management accounts for the same period within 60 days;

44.1.2 information as to business affairs and financial condition as the Owners reasonably consider necessary;

44.1.3 copies of all class records, class certificates and survey reports relative to the Vessel upon the Owners’ request.

44.2 At all times ensure compliance with all laws, codes and regulations, decrees, rulings, applicable to the Vessel and her operation and management including but not limited to rules relating to international sanctions, and further including but not limited to international conventions such as the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code, and procure and ensure such compliance by any sub-charterers or company performing ship management services in respect of the Vessel on behalf of the Charterers;

44.3 At all times, in respect of the Vessel, make such voyage declarations as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover;

44.4 Obtain and promptly renew from time to time, and will, whenever so required, (if the Owners require so on reasonable ground) promptly furnish certified copies to the Owners of, all such authorisations, approvals, consents and licences as may be required under any applicable law or regulation to enable the Charterers to perform their obligations under this Charter or required for the validity or enforceability of this Charter, and the Charterers to comply with the terms of the same;

44.5 not sub-charter the Vessel on a bareboat basis without the prior written consent of the Owners which shall not be unreasonably withheld subject to the execution of assignment in accordance with Clause 48;

44.6 Promptly notify the Owners in writing of any Event of Default;

44.7 immediately notify the Owners of:

(i) ally accident to the Vessel involving repairs where the costs will or is likely to exceed USD 500,000 (or the equivalent in any other currency);

(ii) any overdue requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, complied with immediately;

(iii) any exercise of arrest or lien on the Vessel or its earnings or its insurances which has not been lifted within 10 days;

(iv) any occurrence of an event as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(v) any claim for a material breach of the ISM Code or the ISPS Code being made against the Charterers, the Managers or otherwise in connection with the Vessel; and

(vi) any detention of the Vessel by port state control or other public authorities.

44.7.1 immediately on becoming aware, notify the Owners in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the Safety Management Certificate of the Vessel or of its Document of Compliance or the Document of Compliance of the Managers;

44.7.2 immediately on becoming aware, notify the Owners in writing of “major non-conformity”, each as those terms are defined in the Guidelines in the application of the IMO International Safety Management Code issued by the International Chamber of Shipping and International Shipping Federation;

44.7.3 pay and discharge when due (save for those that are the subject of clause 17(b)):

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel or its earnings or its insurances;

(ii) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessel or its earnings or its insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel or its earnings or its insurances,

44.8 give not less than thirty (30) days prior notice should the Vessel operate outside of the Trading Limits in Box 20 and always subject to Owners’ prior written approval;

44.9 (i) procure that the Vessel remains subject to a safety management system in accordance with the ISM Code; (ii) procure that a valid and current Safety Management Certificate is maintained for the Vessel; (iii) if not itself, procure that the Managers maintain a valid and current Document of Compliance; and (iv) immediately on becoming aware, notify the Owners in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the Safety Management Certificate of the Vessel or of its Document of Compliance or the Document of Compliance of the Managers;

44.10 (if requested by the Owners on reasonable ground) procure that the classification society sends to the Owners, copies of all class records held by such classification society in relation to the Vessel;

44.11 not employ the Vessel nor allow its employment in the event of hostilities in any part of the world (whether war is declared or not) in any zone which is declared a war zone by any government or by the war risk insurers of the Vessel unless the Charterers have (at their own expense) effected any special, additional or modified insurance cover which shall be necessary or customary for first class ship owners within the territorial waters of such country at such time;

44.12 give the Owners, at their own cost, the right to perform inspections of the Vessel at any times and to attend dry dockings provided that the Owners shall not or interfere in the day-to-day operations of the Charterers, or cause delay to the operation of the Vessel;

44.13 to keep the Vessel and to cause the same to be kept in such condition as will entitle the Vessel to the highest classification and rating for vessels of the same age and type in DNV GL or another classification society of like standing reasonably acceptable to the Owners, and annually (or so often as the Owners shall reasonably require) to furnish to the Owners a certificate or certificates (or certified Photostat copy or copies thereof) by such classification society or such other evidence as the Owners may require that such classification is properly maintained;

44.14 not to do or permit to be done any act or thing whereby any insurance or protection and indemnity cover relating to the Vessel may become void or voidable either in whole or in part;

44.15 throughout the currency of this Charter, to ensure that the Vessel has all applicable certificates pursuant to any applicable provision of any relevant country’s law or regulation. In the event the Vessel trades in the United States, this includes (but is not limited to) certificates issued pursuant to:

- Section 1016 (a) of the U.S. Oil Pollution Act 1990;

- Section 108 (a) of the U.S. Comprehensive Environmental Response, Compensation and Liability Act 1980, as amended;

- Part 138 of U.S. Coast Guard Regulations 33 CFR; and

- Section 311(p) of the US Federal Water Pollution Control Act, as amended (Title 33 US Code, Section 1321(p));

44.16 ensure that the Market Value of the Vessel will be tested at the following instances:

(i) every 12 months, the first being on the date of this Charter; and

(ii) upon the occurrence of an Event of Default which is continuing, at any time at the request of the Owners,

and in each case above the Charterers shall bear the fees and expenses of the Approved Valuers or reimburse the same to the Owners (as the case may be);

44.17 ensure that the cash balance of the operating account of the Vessel, which account is to be pledged to the Owners or the Owners assignees, is never less than USD 500,000 and evidence thereof must be submitted to the Owners at least every six months and otherwise upon the Owners’ request;

44.18 ensure that, upon the occurrence of an Event of Default which is continuing, the Charterers do not make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital;

44.19 The Guarantor undertakes and agrees that throughout the Charter Period it will maintain its and its subsidiaries Free Liquid Assets at a level of at least USD 4,000,000, with compliance with such requirement to be tested by reference to the most recent annual or half-yearly financial statements which are delivered pursuant to Clause 44.1.1. Simultaneously with the provision of such financial statements, the Guarantor will deliver a compliance certificate to the Owners setting out computations as to their compliance with this Clause 44.19. Each such compliance certificate shall be signed by the Head of Treasury, CFO or CEO of the Guarantor. For the purpose of this clause, “Free Liquid Assets” means, at any time, any unrestricted Cash and Cash Equivalent of the Guarantor which is not subject to any security interest adjusted to include any Cash held under any minimum liquidity requirements and debt service accounts.

44.20 Notwithstanding anything whether printed or typed herein to the contrary:

44.20.1 the Owners shall not be required to establish or maintain financial security or responsibility in respect of oil or other pollution damage to enable the Vessel lawfully to enter, remain in or leave any port, place, territorial or contiguous waters of any country, state or territory in performance of this Charter;

44.20.2 the Charterers shall indemnify the Owners and hold them harmless in respect of any loss, damage, liability or expense (including but not limited to the costs of any delay incurred by the Vessel as a result of any failure by the Charterers promptly to give alternative voyage orders) whatsoever and howsoever arising which the Owners may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters; and

44.20.3 the Owners shall not be liable for any loss, damage, liability or expense whatsoever and howsoever arising which the Charterers and/or the holders of any bill of lading issued pursuant to this Charter may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters.

44.21 FATCA

44.21.1 The Charterers hereby undertake and shall ensure that neither the Charterers shall become a foreign financial institution as defined in section 1471(d)(4) of the USA Internal Revenue Code of 1986 as amended (if any).

44.21.2 The Charterers shall, upon the request of the Owners and following such request within 20 Banking Days from the date of this Charter, confirm to the Owners whether the Charterers are FATCA Exempt Party or not and supply to the Owners such forms, documentation and other information relating to its status under FATCA as the Owners reasonably request for the purposes of the compliance with FATCA and/or any other law, regulation, or exchange of information regime.

44.21.3 If the Charterers confirm to the Owners pursuant the above Paragraph that it is or was a FATCA Exempt Party but it will cease or has ceased to be a FATCA Exempt Party, the Charterers shall notify the Owners promptly of the same.

45. INSURANCES, TOTAL LOSS

45.1 The Charterers undertake to the Owners that throughout the Charter Period:

45.1.1 All insurances to be effected by the Charterers pursuant to this Charter shall be effected and maintained by the Charterers;

(i) in the joint names of the Owners and the Charterers as named co-assured, or otherwise as the Owners and the Charterers may agree;

(ii) in an amount of hull and machinery, marine and war risks cover of no less than 120% of the Market Value of the Vessel as determined in accordance with Clause 44.16 (or such other amount as may be agreed from time to time between the Charterers and the Owners) with first class insurers (as minimum “A” rated (S&P));

(iii) the Charterers shall enter and at all times maintain the entry of the Vessel in a first class reputable P&I club (being a member of IG) for full coverage against all protection and indemnity risks, in accordance with the rules of such association or clubs, (including freight, demurrage and defence) and pollution liability risk for protection and indemnity risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry with a member club of the International Group of Protection and Indemnity Clubs and in the international marine insurance market and for an amount of not less than $1,000,000,000; and

(iv) the Charterers shall obtain, or cause to be obtained, all policies and entries made in compliance with the provisions of this Clause from reputable brokers, underwriters, insurance companies or protection and Indemnity clubs, associations and managers, as the case may be.

45.1.2 all such insurances shall be renewed by the Charterers before the relevant policies or contracts expire and the brokers and/or the insurers shall promptly confirm in writing to the Owners as and when each such renewal is effected and, in the event of any renewal not being effected by the Charterers as aforesaid, shall notify the Owners forthwith;

45.1.3 the Charterers shall pay punctually all premiums, calls, contributions or other sums payable in respect of all such insurances;

45.1.4 the Charterers shall arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association;

45.1.5 the Charterers shall procure that the policies and/or entries in respect of the insurances against marine and war risks are, in each case, endorsed with the interest of the Owners;

45.1.6 any claim under the Vessels’ insurances for Total Loss or major casualty (in excess of USD 1 million) shall only be settled, compromised or abandoned with prior approval of the Owners; and

45.1.7 the Charterers shall procure that proforma copies of all insurance policies and certificates of entry are furnished to the Owners.

45.2 For the purposes of this Clause, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such total loss as may arise during a requisition for hire (unless the Vessel is released and returned to the possession of the Owners or the Charterer within (a) one hundred and eighty (180) days after any hijacking or theft and (b) Ninety (90) days after the capture or seizure, arrest, detention, condemnation, confiscation or forfeiture in question).

Notwithstanding anything to the contrary contained in this Charter, the Vessel shall be kept insured throughout the Charter Period in respect of hull and machinery, P & I and War Risk. Each of the total insured value (except for P & I) shall be valued policy at least equal at all times to the “Minimum Insured Value”, being the amounts of no less than 120% of the Market Value of the Vessel as determined in accordance with Clause 44.16 (or such other amount as may be agreed from time to time between the Charterers and the Owners) with first class insurers (as minimum “A” rated (S&P)).

If the Vessel shall become a Total Loss or be subject to Compulsory Acquisition, payment of Charter Hire and all other sums payable under the Charter shall continue to be made by the Charterers until the Owners receive the full Minimum Insured Value, and the Charterers shall:

(i) on the earlier of (a) the date of receipt of the insurance proceeds, and (b) 120 days from the occurrence of the Total Loss (the “Date of Loss”) pay to the Owners (i) the Minimum Insured Value, and (ii) hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid together with interest thereon as set out in Clause 45.2 .

(ii) For the purpose of ascertaining the Date of Loss:

(A) an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it is acknowledged by the insurers to have occurred;

(B) a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date that notice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total loss but prior to the giving of such notice there

shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; and

(C) Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25(b) hereof.

All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 45, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the Mortgagees as assignees thereof) and applied (together with any additional cash deposits held by the Owners pursuant to Clause 44.17(ii) by the Owners (or, as the case may be, the Mortgagees):

FIRSTLY, in payment of all of the Owners’ costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the aggregate of the Relevant Minimum Insured Value, and THIRDLY, in payment of any surplus to the Charterers by way of compensation for early termination.

For the purposes of this Sub-clause, the expression “Relevant Minimum Insured Value” shall mean the applicable Minimum Insured Value less 85% of any hire that was paid after the date the Vessel has become a Total Loss.

It being noted for the avoidance of doubt that provided Owners have been satisfied by payment of “FIRSTLY” and “SECONDLY” then the Sellers’ Credit amount shall be repaid to the Charterers.

45.2.1 The provisions of Clauses 13 and 45 shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and/or the Charterers for their own account and benefit.

45.2.2 The Charterers shall advise the Owners with whom such insurances will be placed and upon what main terms they will be effected as soon as practically possible and latest two Banking Days prior to the Delivery Date if requested by the Owners in writing;

45.2.3 the Charterers shall not do any act or permit or suffer any act to be done whereby any insurance required as aforesaid shall or may be suspended, impaired or become defective;

45.2.4 without prejudice to the Charterers’ obligation to keep the Vessel in repair regardless of whether insurance proceeds shall have first been received, the Charterers shall apply all such sums receivable in respect of the insurances as are paid to the Charterers in the insurances referred to in this Clause 45 for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance moneys shall have been received.

45.3 The Charterers shall not make any material alteration to any of the insurances referred to in this Clause 45 without prior written approval by the Owners.

45.4 As security for their due and punctual performance under this Charter, the Charterers hereby:

45.4.1 assign to the Owners and/or the Mortgagee as Owners may direct (the “Insurance Assignment”) all of their rights, title and interests in and to all policies and contracts of insurance (which expression includes all entries of the Vessel in protection and indemnity or war risks associations) which are from time to time taken out or entered into by the Charterers in respect of the Vessel pursuant to this Charter and (where the context permits) all benefits thereof, including all claims of any nature and returns of premium;

45.5 The Charterers acknowledge that the Owners may assign all of their rights and benefits assigned by the Insurance Assignment to the Mortgagee as security for the due and punctual performance by the Owners of all their obligations owed to the Mortgagee under any loan agreement between the Owners and the Mortgagee.

45.6 In the case of the Total Loss of the Vessel and upon receipt by the Owners of the Total Loss insurance proceeds at least equivalent to the applicable Minimum Insured Value prescribed above, the Owners shall have option to abandon the Vessel to the insurers.

45.7 In the event of the Total Loss of the Vessel, the Charterers shall, all at the costs expenses and procurement of the Charterers take all procedures and do tasks (i) that are required by (a) the applicable law, rule, regulation of any country or jurisdiction relevant to the Total Loss and/or any consequence thereof, (b) class rules and (c) the insurers of the Vessel or any term or condition of the insurance contract in respect of the Vessel, and (ii) that are reasonably required, in term of sound maritime practice, by the Owners.

46. EVENTS OF DEFAULT

46.1 The following event and the events referred to in Clause 28(a) shall be an “Event of Default” for the purposes of this Charter:

46.1.1 If the Charterers shall at any time fail to observe or perform any of their obligations under this Charter and the same constitutes a material breach of this Charter, and such material breach is either not remediable or is remediable but is not remedied within five (5) Banking Days in case of any payment default and ten (10) Banking Days for all other types of defaults of receipt by the Charterers of written notice from the date when such breach occurred and the Owners requesting remedial action;

46.1.2 If any representation or warranty of the Charterers in connection with this Charter or in any document or certificate furnished to the Owners in connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made or deemed made, and if capable of remedy, such default continues unremedied for a period of ten (10) Banking Days when made or deemed made after receipt by the Charterers of a written notice from the Owners requesting remedial action; or

46.1.3 If the Charterers are declared bankrupt or insolvent or an order is made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the Charterers (otherwise than for the purpose of reconstruction or amalgamation pre-approved by the Owners), or a petition shall be presented (and not withdrawn or stayed within thirty (30) days), or an order shall be made or an effective resolution shall be passed for the administration or winding-up of the Charterers, or if an administrative or other receiver shall be appointed of the whole or any substantial part of the property, undertaking or assets of the Charterers or if an administrator of the Charterers shall be appointed or if anything analogous to any of the foregoing shall occur under the laws of the place of the Charterers’ incorporation, or if the Charterers default on any payment obligation exceeding USD 2,000,000 under any promissory notes, other note, bill, or check at the clearing house and such claim is not disputed in good faith before a court or in arbitration;

46.1.4 If the Charterers stops payments generally, or cease to carry on, or suspend all or a substantial part of their business (or threaten any of the foregoing), or be unable to pay their debts, or admit in writing their inability to pay their debts, as they become due or otherwise become or be adjudicated insolvent;

46.1.5 If any Charterers’ Default under Clause 28(a) occurs;

46.1.6 If any judgment or order is made the effect whereof would be to render ineffective or invalid this Charter for the reason attributable to the Charterers;

46.1.7 If there is a Change of Control; or

46.1.8 If any of the following occurs in relation to any financial indebtedness of the Charterers or the Guarantor:

(i) any financial indebtedness of the Charterers or the Guarantor becomes due and payable prior to its stated maturity date as a consequence of any event of default; or

(ii) a lease, hire purchase agreement or charter creating any financial indebtedness of the Charterers or Guarantor is terminated by the lessor or owner as a consequence of any termination event; or

(iii) any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange facility, or any swap or other derivative contract or transaction relating to any financial indebtedness of the Charterers or Guarantor ceases to be available as a result of any event of default or cash cover is required in respect of such a facility as a result of any event of default; or

(iv) any security interest securing any financial indebtedness of the Charterers or Guarantor becomes enforceable,

Provided that no Event of Default will occur under this Clause 46.1.8 if the aggregate amount of financial indebtedness of the Charterers falling within paragraphs (i) to (iv) above is less than USD 1,000,000 (or its equivalent in any other currency or currencies).

47. OWNERS’ RIGHTS ON TERMINATION

47.1 At any time after an Event of Default shall have occurred and be continuing under this Charter, the Owners may, by five (5) Banking Days written notice to the Charterers immediately, or on such date as the Owners shall specify, terminate the Charter (unless the Event of Default has been rectified), whereupon the Vessel shall be redelivered to the Owners in accordance with Clause 29 and 49.

47.2 If pursuant to Clause 47.1 hereof the Owners give notice to terminate this Charter, the Charterers shall pay to the Owners the Termination Sum on the date of such termination (the “Termination Date”) or such later date as the Owners shall specify.

48. ASSIGNMENT OF BAREBOAT CHARTER

48.1 The Charterers shall not be entitled to assign, novate, or transfer this Charter without the prior written consent of the Owners. The Charterers shall not permit the Vessel to be operated (not including time charter) or managed by (except for technical management) anyone other than the Charterers, or the Charterers’ affiliate company, without a prior written consent from Owners.

48.2 The Owners shall have the right to assign its right to receive Charter Hire and other moneys hereunder, to any Mortgagee as security for the Owners’ obligations to such Mortgagee, and the Owners shall also have the right to mortgage the Vessel as security for the Mortgagee. In respect of any such assignment as aforesaid, the Charterers hereby grant their consent and will at the cost of the Owners execute such documents as set out in Box 28 as may be reasonably necessary to effectuate such consent.

49. REDELIVERY

49.1 The Survey referred to in Clause 7 shall take place at the port or place of redelivery hereunder, as approved by both the Owners and the Charterers, at or about the time of redelivery. Without prejudice to the provisions of Clause 15 and Box 16, the Vessel shall be redelivered by the Charterers:

49.1.1 with her class maintained without any conditions or recommendation;

49.1.2 free of damage affecting the Vessel’s class;

49.1.3 with all the Vessel’s classification records, trading, national and international certificates, updated as may be applicable and valid and un-extended for a minimum period of six (6) months after the time of redelivery and without conditions or recommendations (see also Clause 10 above);

49.1.4 with all the Vessel’s survey cycles up to date including any scheduled special survey;

49.1.5 having on board any and all documents which is the Owner’s property (i.e. including notes, memoranda, records, instruction book or manuals whether delivered by the Sellers under the MOA or the Vessel’s shipyard and whether in hard-copy or in electronic format), and the Vessel’s log books, and any management reports the Vessel. The Vessel’s planned maintenance history from the time Managers assumed responsibility for the Vessel is to be retained on board throughout the Charter Period, and a hard copy of the basic history will be left on board on re-delivery of the Vessel as the property of the Owners;

49.1.6 in the same structure, operational state, condition and class as delivered, with reference to Clause 33.4 of this Charter, fair wear and tear (not affecting class) excepted; and

49.1.7 ensure that the Vessel is not subject to or in violation of the requirement of the Arab Boycott League in relation to trading with Israel.

49.2 Without prejudice to the foregoing, the Charterers shall, if requested by the Owners, assign to the Owners at the redelivery all and any such rights as they may have under the Charterers’ insurances for the Vessel in respect of damage to the Vessel, whether or not then known, other than any rights to be reimbursed by insurers for costs previously incurred by the Charterers.

49.3 The Owners shall, during a period of thirty (30) days prior to the Redelivery Date, be entitled at their own risk and expense, to place two representatives on board the Vessel (which may include two sea staff and one superintendent) for familiarisation purposes, subject to signing of Charterers’ standard indemnity letter in reasonable terms.

49.4 In connection with the redelivery of the Vessel, the Vessel shall not be dry-docked unless required by class. The Owners shall have the right to appoint a Classification approved diver to undertake an underwater inspection at a convenient port with due consultation between the Owners and the Charterers, and the Charterers shall, prior to the redelivery of the Vessel, make the Vessel available for such divers’ inspection at suitable place at their cost and time. However, the costs invoiced by the underwater inspector/divers shall be borne by the Owners.

49.5 With reference to Clause 7, should the parties appoint more than one surveyor, and they disagree on the condition of the Vessel, the matter shall be referred to a class surveyor of the Vessel’s classification society, whose decision shall be final and binding on the parties hereto. The Charterers shall at their time and expense make all such repairs and do all work found to be necessary before redelivery. Notwithstanding the foregoing, the Owners shall at any time during such extended period have the right to require the Vessel to be redelivered, and any such redelivery shall be without prejudice to Owners’ right to claim damages or exercise any rights over any security as aforesaid. The Owners shall at the time of redelivery take over and pay for all bunkers and clean and unused bulk lubrication oils in the Vessel at the Charterers’ net paid prices as evidenced by vouchers. The Owners shall, without pay, take over all spare spares and equipment, provisions, paints, ropes and other consumables on board.

49.6 The Charterers shall, at the time of redelivery, issue a certificate of undertaking in form reasonably acceptable to the Owners confirming that all crew members as of the date of the redelivery have been fully paid and have no claim against the Vessel or the Charterers or any other person following their employment on board the Vessel.

49.7 All officer and crew bedding to be clean, and cabins and public rooms to be left clean and cleared at time of Redelivery.

50. DRYDOCKING

50.1 Charterers undertake to act as prudent shipowner in regards to the Vessel’s special survey drydocking, and to conduct such drydocking to the standard of a first class international shipowner. Charterers will pay particular attention to the condition of the ballast tanks as well as to apply new anti-fouling paint to the Vessel’s hull. The anti-fouling paint must be from a first class international paint manufacturer, equivalent to the Vessel’s current anti-fouling paint, and be applied for sixty (60) months operation/lifetime according to the selected paint maker scheme. The paint maker will guarantee sixty (60) months lifetime of the anti-fouling scheme to be applied and the guarantee shall cover the Owners.

50.2 The Charterers must, prior to any drydocking, share the drydocking specification with the Owners for their comments and observations.

51. COMMUNICATIONS

Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address or facsimile number appearing below (or at such other address, telex number or facsimile number as such party may hereafter specify for such purposes to the other by notice in writing):

51.1.1 In the case of the Owners:

Lars B. Christensen, lars.b.christensen@navigarecapiytal.com

Stig Enslev, stig.enslev@navigarecapital.com

Navigare Operations Department, operations@navigarecapital.com

51.1.2 In the case of the Charterers:

Alexandros Tsirikos, atsirikos@topships.org
Vangelis Ikonomou, vi@centralmare.com
Andreas Louka, louka@loukapartners.com

A written notice includes a notice by email. A notice received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place.

All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

52. ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) COMMITMENT

52.1 The Charterers recognize the importance of good ESG behaviour and will make best endeavours to ensure that the Vessel is operated in compliance with:

(a) UN Global Compact;

(b) UN Guiding Principles on Business and Human rights;

(c) ILO Declaration on Fundamental Principles and Rights at Work; and

(d) ITF employment conditions or better.

53. ANTI-BRIBERY

53.1 The Owners and the Charterers each undertakes and warrants to the other Party that neither it nor any member of its group of companies, nor any agent, consultant or other intermediary acting on behalf of it or its group of companies, shall, directly or indirectly, in relation to this Charter, give, promise or attempt to give, or approve or authorize the giving of, anything of value, including by transferring all or part of the remuneration payable under this Charter to:

(a) Any employee, officer or director of or any person representing the other party or its group of companies;

(b) Any other person, including any public official;

(c) A political party or a labour union controlled by any government or political party, or;

(d) A charitable or other organization, or an officer, director or employee thereof, or any person acting directly or indirectly on behalf of same.

53.2 For the purpose of (i) securing any improper advantage for it or its group of companies; (ii) inducing or influencing that public official improperly to take any action or refrain from taking any action in order for either party or its group of companies to obtain or retain business, or to secure the direction of business to either party or its group of companies, or (iii) inducing or influencing that public official to use his/her influence with any government or public international organization, or any department, agency or other instrumentality thereof, for any such purpose.

54. INTERNATIONAL SANCTIONS

54.1 In this Charter, each Party shall comply with all foreign trade control and export control legislation, regulations and sanctions applicable to the transactions that are the subject of this Charter or any of the Parties, including without limitation those imposed by the United Nations (“UN”), the United States of America (“US”), the United Kingdom (“UK”) or the European Union (“EU”) or any of its member states (“Foreign Trade Controls”).

55. PERFORMANCE GUARANTEE

55.1 The Guarantor, as a primary obligor and not as a surety only, hereby unconditionally and irrevocably guarantees to the Owners the due and punctual performance by the Charterers of all of its obligations under this Charter.

55.2 The Guarantor undertakes that no substantial change is made to the general nature of the business of the Guarantor from that carried on at the date of this Charter.

55.3 The Guarantor undertakes to maintain its status as an SEC reporting entity and have its shares traded on NASDAQ or over the counter for a period of two years. If the Guarantor is delisted from NASDAQ, they will continue to provide the Owners with the written information as required under Clause 44.1.1 in a form similar to that of a NASDAQ listed entity.

56. MISCELLANEOUS

56.1 If at any time any provision of this Charter becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions of this Charter shall not be affected or impaired in any way.

56.2 No failure or delay by the Owners or the Charterers in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein are cumulative and not exclusive of any rights or remedies which the Owners or the Charterers would otherwise have.

56.3 The rights conferred on the Owners or the Charterers by this Charter shall be continuing, notwithstanding any intermediate repayment or settlement of account or any other matter or thing, and shall be without prejudice and in addition to any security now or in the future held by the Owners or the Charterers for or in respect of amounts due under this Charter and shall not merge with or prejudice or be prejudiced by any such security or any other contractual or legal rights of Owners or the Charterers nor be affected by any irregularity, defect or informality or by any release, exchange or variation of any such security.

56.4 Save as otherwise provided in this Charter, The Owners’ or the Charterers’ rights under this Charter shall not be affected by any change in the constitution of the Owners or the Charterers or by the liquidation, bankruptcy or insolvency of the Owners or the Charterers.

56.5 All the covenants and agreements of each party in this Charter shall bind them and their successors and permitted assignees and shall inure to the benefit of the other party and its successors, transferees and assignees.

56.6 No variation or amendment of this Charter shall be valid unless in writing and signed on behalf of the Charterers and the Owners.

56.7 The terms of this Charter shall be for the benefit of the parties hereto, including indemnitees referred to in Clause 39 and enforceable by both the parties hereto and by the said other indemnities.

56.8 This Charter (Barecon 2001 and these Additional Clauses) and the Sellers’ Credit Agreement constitute an entire agreement of this bareboat charter and shall prevail over any previous communications, memorandum, term sheet and other documents signed or exchanged between the parties hereto before signing of this Charter.

For and on behalf of the Owners MIF II no. 7 K/S		For and on behalf of the Charterers South California Inc.
/s/ Lars B. Christensen		/s/ Andreas M. Louka
Name:	Lars B. Christensen	Name:	Andreas M. Louka
Title:	Attorney-in-fact	Title:	Attorney-in-fact

For and on behalf of the Guarantor Top Ships Inc.
/s/ Evangelos Pistiolis
Name:	Evangelos Pistiolis
Title:	CEO

EX-4.34

Exhibit 4.34

MIF II no. 7 K/S

as owner of the vessel Eco Bel Air with IMO no. 9794056

and

Evangelos Pistolis
as personal guarantor

Personal guarantee and indemnity in respect of the Vessel "ECO BEL AIR"

This guarantee (the “Guarantee”)

Dated: 03 November 2020

Between:

(1) MIF II no. 7 K/S a company incorporated under the laws of Denmark whose registered office is at Strandvejen 70, 2900 Hellerup, Denmark (the “Owner”); and

(2) Evangelos Pistolis resident of Monaco and holder of Greek passport with number AN2560652 (the “Guarantor”),

(each a “Party” and together the “Parties”).

Recitals:

(A) Pursuant to the terms of the the memorandum of agreement dated 03 November 2020, made between South California Inc. as sellers and the Owners as buyers, the Owners have acquired the vessel ECO BEL AIR with IMO number 9794056 (the “Vessel”).

(B) Pursuant to the terms of the Barecon 2001 Bareboat Charter Party dated 03 November 2020 and the Additional Clauses to the Barecon 2001 Bareboat Charter dated 03 November 2020, as same may be amended and/or supplemented from time to time. (Hereinafter collectively called the “Charter”) the Owners have agreed to charter the Vessel to South California Inc. (the “Charterers”) as charterers.

It is agreed as follows:

Words and expressions defined in the Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1 Personal Guarantee

1.1 The Guarantor, as a primary obligor and not as a surety only, fully, irrevocably and unconditionally guarantees the due and punctual performance of the obligations of the Charterers under and pursuant to the terms and provisions of the Charter save for the payment of the Minimum Insured Value pursuant to Clause 45 of the Charter and Provided that the Owners may only (i) make a demand on the Guarantor under or in connection with this Guarantee if at the time the demand is made (A) a notice has been served on the Charterers by the Owners pursuant to clause 47.1 of the Charter, (B) a demand has been served on Top Ships Inc. (the “Corporate Guarantor”) under or in connection with the guarantee contained in Clause 55 of the Charter and (C) and, such demands have not resulted in the Owners fully recovering all amounts due and payable in connection with the Charter within a period of maximum 120 days from serving of the notice set out under (A) above (and the Guarantor’s obligation to satisfy a demand complying with this clause will arise at such time).

1.2 In case of a Total Loss of the Vessel, as set out in Clause 45 of the Charter, the Guarantor guarantees payment of any amounts due under Clause 45 of the Charter up to an amount equal to all Charter Hire due and payable but unpaid under the Charter and a further amount equivalent to all future Charter Hire that would have accrued from the Date of Loss up to the end of the Charter Period (without double counting), but for such Total Loss of the Vessel. The Owners may only make a demand on the Guarantor under this Clause 1.2 if all amounts due and payable under Clause 45 of the Charter have not been paid to the Owner 200 days after the Date of Loss and any amounts recovered under this clause shall reduce any remaining amount payable under clause 45 of the Charter.

2 Indemnity

The Guarantor as principal obligor and as a separate and independent obligation and liability from his obligations and liabilities under clause 1 agrees to indemnify and keep indemnified the Owners in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Owners arising out of, or in connection with, the payment obligations (save for the payment of the Minimum Insured Value pursuant to Clause 45 of the Charter) and liabilities of the Charterers due, owing or incurred under the Charter not being recoverable for any reason or any failure of the Charterers to perform or discharge any of its obligations or liabilities in respect of its obligations.

3 Third Party Rights

A person who is not a party to this Guarantee cannot enforce, or enjoy the benefit of, any term of this Guarantee under the Contracts (Rights of Third Parties) Act 1999.

4 Transfer

Nor the Owners or the Guarantor may assign any of their rights or obligations, as the case may be, under this Guarantee or enter into any transaction which would result in any of those rights or obligations passing to another person.

5 Waivers, amendments and consents

Any amendment to this Guarantee shall be in writing and signed by or on behalf of each Party.

Any waiver of any right or consent given under this Guarantee is only effective if it is in writing and signed by the waiving or consenting Party. No delay or failure to exercise any right under this Guarantee shall operate as a waiver of that right.

6 Severance

The invalidity, unenforceability or illegality of any provision (or part of a provision) of this Guarantee under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

7 Notices

7.1 Any notice or other communication to be given under this Guarantee shall be in writing in the English language and shall be delivered personally or sent by pre-paid first class post or by email:

(a) in the case of the Guarantor to:

Evangelos Pistolis
Parc Saint Roman, 7,
Avenue de Saint Roman,
MC98000 Monaco,
Principauté de Monaco

Email: pa@centralshippingmonaco.mc

(b) in the case of the Owners to:

MIF II no. 7 K/S
Strandvejen 70,
DK-2900 Hellerup,
Denmark

Email: lars.b.christensen@navigarecapital.com and
operations@navigarecapital.com

8 Counterparts

This Guarantee may be executed in any number of counterparts each of which when executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

9 Governing Law and Jurisdiction

9.1 This Guarantee shall be governed by and construed in accordance with English law.

9.2 Any dispute arising out of or in connection with this Guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoints its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoints its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties hereto agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$ 50,000 (or such sum as

the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

This Guarantee has been entered into on the day and the year stated at the beginning of this Guarantee.

BY ENTERING INTO THIS GUARANTEE YOU MIGHT BECOME LIABLE IN ACCORDANCE WITH THE TERMS OF THIS GUARANTEE INSTEAD OF OR AS WELL AS THE CHARTERER.

YOU SHOULD SEEK INDEPENDENT LEGAL ADVICE BEFORE ENTERING INTO THIS GUARANTEE.

Signed as a deed by Evangelos Pistolis:

Evangelos Pistolis

in the presence of:

[SIGNATURE OF WITNESS]

[NAME, ADDRESS AND OCCUPATION OF WITNESS]

Signed for and on behalf of MIF II no. 7 K/S:

Lars Bagge Christensen

EX-4.35

Exhibit 4.35

EX-4.36

Exhibit 4.36

ADDITIONAL CLAUSES


to the Barecon 2001 Bareboat Charter dated 03 November 2020, between


MIF II no. 8 K/S as owners and


Malibu Warrior Inc. as bareboat charterers


in respect of


M.T. “Eco Beverly Hills”

32 DEFINITIONS

32.1 In this Charter, unless the context otherwise requires, the following expressions shall have the following meanings:

32.1.1 “Approved Valuers” means Maersk Broker K.S., Arrow Sale & Purchase (UK) Limited, Clarksons Platou, Braemar ACM Shipbroking, Howe Robinson Partners, Fearnleys or any other reputable valuers agreed by the Owners and Charterers in writing from time to time;

32.1.2 “Assignment” means a general assignment of charter, charter hire, requisition compensation and insurances between (i) the Charterers as assignor and (ii) the Owners as assignee, by which any and all right, title, interest, and benefit of the Owners under this Charter, insurances etc. shall be assigned to the Owners upon the terms and conditions satisfactory to the Owners;

32.1.3 “Banking Day” means days on which banks are open for transaction of business of the nature required by this Charter in the currency stipulated for the Hire in Clause 38 (Charter Hire), in New York, London, Copenhagen, Hong Kong, Shanghai, Hamburg and Athens;

32.1.4 “Buyers” means MIF II no. 8 K/S, entering into the MOA (hereinafter defined) of even date herewith with the Seller (hereinafter defined);

32.1.5 “Change of Control” means the occurrence of any of the following:

(i) The Guarantor ceases to own, directly or indirectly, one hundred per cent. (100%) of the issued share capital and voting rights of the Charterers; or

(ii) Evangelos Pistiolis ceases to control more than fifty point one per cent. (50.1%) of the voting rights of the Guarantor.

32.1.6 “Charterers” means the bareboat charterers described in Box 4 of this Charter; 32.1.7 “Charter Hire” has the meaning given to it in Clause 38 of this Charter;

32.1.8 “Charter Period” has the meaning given to it in Clause 37 of this Charter; 32.1.9 “Delivery Date” has the meaning given to it in Clause 33.3;

32.1.10 “Event of Default” has the meaning given to it in Clause 46.1 of this Charter; 32.1.11 “FATCA” means;-

(i) sections 1471 to 1474 of the USA Internal Revenue Code of 1986 as amended (if any) and any rules and regulations in respect thereof;

(ii) any treaty, law or regulation of any country or between/among countries, or an intergovernmental agreement between the USA and any other country, both of which shall be in respect of implementation of any law or regulation referred to in (i) above or this (ii).

32.1.12 “FATCA Deduction” means a deduction or withholding from a payment under this Charter required by FATCA;

32.1.13 “FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

32.1.14 “Guarantor” means Top Ships Inc.

32.1.15 “Lenders” means any lender or lenders as may be nominated by the Owners;

32.1.16 “Managers” means a third party commercial and/or technical management provider, appointed by the Charterers and acceptable to the Owners and/or the Lender;

32.1.17 “Managers' Undertakings” means the written undertakings of the Managers whereby, throughout the Charter Period unless otherwise agreed by the Owners, providing inter alia that:

(a) they will remain the commercial or technical managers of the Vessel (as the case may be);

(b) they will not, without the prior written consent of the Owners, subcontract or delegate the commercial or technical management of the Vessel (as the case may be) to any unaffiliated with the Manager third party;

(c) the interests of the Managers in the Insurances will be assigned to the Owners with first priority; and

(d) (following the occurrence of an Event of Default) all claims of the Managers against the Charterers shall be subordinated to the claims of the Owners under this Charter.

32.1.18 “Market Value” means, in respect of the Vessel, at a relevant date, the arithmetic mean of two (2) valuations addressed to the Owners prepared by one (1) Approved Valuer selected by the Owners and one (1) Approved Valuer selected by the Charterers and at the cost and expense of the Charterers:

(i) on a date no earlier than thirty (30) days previously;

(ii) on an “as is where is” basis without physical inspection of that Vessel; and

(iii) on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment.

32.1.19 “MOA” means the memorandum of agreement in respect of the Vessel of even date herewith entered into between the Sellers as sellers and the Buyers as buyers (as may be amended from time to time);

32.1.20 “Mortgagee” means the Lender or any such other mortgagee under any Financial Instrument as set out in accordance with Clause 12(b) or any future mortgagee chosen at the discretion of the Owners from time to time, in accordance with Clause 48.2;

32.1.21 “Owners” means the owners described in Box 3;

32.1.22 “Party” or “Parties” means each of the parties to this Charter or all of them;

32.1.23 “Quiet Enjoyment Agreement” means the quiet enjoyment agreement between (i) the Owners, (ii) the Charterers and (iii) BP Shipping Ltd or any additional agreement to be entered into between the Owners, the Charterers, the new sub-charterers, and the Owners financiers as a result of the Owners’ financing arrangements, cf. Clauses 12 and 48;

32.1.24 “Sellers” means Malibu Warrior Inc., as sellers under the MOA;

32.1.25 “Sellers’ Credit” means the sellers’ credit entered into between the Owners and the Charterer on the date of this Charter and as further described in the Sellers’ Credit Agreement;

32.1.26 “Sellers’ Credit Agreement” means the Sellers’ Credit Agreement attached hereto as an appendix;

32.1.27 “Termination Date” means the date specified as the date on which the chartering of the Vessel is to terminate in a notice served by the Owners pursuant to Clause 47.1;

32.1.28 “Termination Sum” means the Owners’ losses as a result of the early termination of this Charter and which is to be calculated as being the aggregate of:

(i) All Charter Hire due and payable but unpaid under this Charter up to and including the Termination Date together with interest (as stipulated in Clause 38.6 of this Charter) accrued thereon from the due date therefor to the date of receipt by the Owners of the Termination Sum;

(ii) If the Termination Date falls on a Payment Date (Charter Hire), the relevant amount shown under the column headed “Agreed termination amount”, and if the Termination Date falls on any other date during the Charter Period, the amount shown under the column headed “Agreed termination amount” for the Payment Date (Charter Hire) falling immediately after such date:

Payment Date no.:	Agreed termination amount:
0	USD 9,750,000
1	USD 9,525,000
2	USD 9,300,000
3	USD 9,075,000
4	USD 8,850,000
5	USD 8,625,000
6	USD 8,400,000
7	USD 8,175,000
8	USD 7,950,000
9	USD 7,725,000
10	USD 7,500,000
11	USD 7,275,000
12	USD 7,050,000
13	USD 6,875,000
14	USD 6,700,000
15	USD 6,525,000
16	USD 6,350,000
17	USD 6,175,000
18	USD 6,000,000
19	USD 5,825,000
20	USD 5,650,000
21	USD 5,475,000
22	USD 5,300,000
23	USD 5,125,000
24	USD 4,950,000
25	USD 4,800,000
26	USD 4,650,000
27	USD 4,500,000
28	USD 4,350,000
29	USD 4,200,000
30	USD 4,050,000
31	USD 3,900,000
32	USD 3,750,000
33	USD 3,600,000

34	USD 3,450,000
35	USD 3,300,000
36	USD 3,150,000
37	USD 3,000,000
38	USD 2,850,000
39	USD 2,700,000
40	USD 2,550,000
41	USD 2,400,000
42	USD 2,250,000
43	USD 2,100,000
44	USD 1,950,000
45	USD 1,800,000
46	USD 1,650,000
47	USD 1,500,000
48	USD 1,350,000
49	USD 1,250,000
50	USD 1,150,000
51	USD 1,050,000
52	USD 950,000
53	USD 850,000
54	USD 750,000
55	USD 650,000
56	USD 550,000
57	USD 450,000
58	USD 350,000
59	USD 250,000
60	USD 150,000

(It being noted by the Parties that the Agreed termination amount is a reasonable compensation of the Owners, and that the Owners have no mitigation obligations in relation to such amount);

(iii) any sums (other than Charter Hire) due and payable but unpaid under this Charter together with interest accrued thereon up to and including to the date of receipt by the Owners of the Termination Sum; and

(iv) all proven costs and expenses incurred by the Owners as a consequence of an
Event of Default and this Charter having terminated prior to the expiry of the agreed Charter Period (including, but not limited to, expenses incurred in recovering possession of, and in moving, laying-up, insuring and maintaining the Vessel and in carrying out any works or modifications required to cause the Vessel to conform with the provisions of this Charter).

32.1.29 “Total Loss” means a situation as defined in Clause 13(d) or a Compulsory Acquisition (as defined in Clause 25(b));

32.2 The headings in this Charter are for convenience only and shall not affect the interpretation of any of the provisions herein.

33. MOA AND TIME FOR DELIVERY

33.1 The Owners' obligations to charter the Vessel to the Charterers hereunder are conditional upon delivery of the Vessel to the Owners by the Sellers pursuant to the MOA.

33.2 Subject to the Vessel being delivered to and taken over by the Owners pursuant to the MOA, the Charterers shall forthwith be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery by the Sellers to the Owners pursuant to the MOA.

33.3 The date of delivery for the purpose of this Charter shall be the date (the “Delivery Date”) when the Vessel is in fact delivered by the Sellers to the Owners pursuant to the MOA, whether that be before or after the scheduled date under the MOA, and the Owners shall be under no responsibility for any delay whatsoever in delivery of the Vessel to the Charterers under this Charter.

33.4 Without prejudice to the provisions of Clause 33.3 above, the Owners and the Charterers shall on the Delivery Date sign a Protocol of Delivery and Acceptance evidencing delivery of the Vessel hereunder. The condition of the Vessel at/or prior to the time of delivery hereunder, shall be as is where is.

34. CANCELLING BY TOTAL LOSS

Should the MOA become null and void or should the Vessel become a Total Loss prior to its delivery under the MOA, this Charter shall be cancelled forthwith and be considered null and void and neither the Owners nor the Charterers shall be entitled to claim any compensation of any sort from the other party except that, in the case of this Charter becoming null and void by reason of the Total Loss of the Vessel, the Charterers shall reimburse the Owners, for actual documented disbursement up to a total maximum of USD 25,000 such as bank charges, any break cost, interest swap unwind cost, if any or interest payable by the Owners to the Lender and legal costs promptly after payment of the insurance proceeds.

35. TERMS OF DELIVERY

35.1 The Charterers acknowledge and agree that the Owners make no representation or warranty, express or implied (and whether statutory or otherwise) as to seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use of the Vessel or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Delivery of the Vessel to the Charterers or (as the case may be) deemed delivery of the Vessel under this Charter shall be conclusive proof that, for the purposes of the obligations and

liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and without defect or inherent vice whether or not discoverable by the Charterers.

35.2 Subject to Clause 35.4 below, the Charterers hereby waive all their rights in respect of any condition, term, representation, or warranty express or implied (and whether statutory or otherwise) on the part of the Owners and all their claims against the Owners howsoever and when so ever the same may arise at any time in respect of the Vessel (except to the extent of any failure of the Owners to maintain title to the Vessel or any failure of the Owner to maintain compliant corporate status or any breach of the Owners under this Charter) or their rights therein or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness or otherwise of the Vessel), save for any failure of the Owners to maintain legal title to the Vessel or failure of the Owner to maintain compliant corporate status.

35.3 The Charterers agree that the Owners shall be under no obligation to supply any substitute vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

35.4 Nothing contained in this Clause shall be construed as a waiver of any rights or remedies of the Charterers at law or in equity against the Owners in respect of (a) any fraudulent or wilful misconduct of the Owners or (b) any failure on the part of the Owners to comply with any of the terms of this Charter.

36. CONDITIONS PRECEDENT

Notwithstanding anything to the contrary in this Charter, the obligations of the Owners to charter the Vessel to the Charterers under this Charter are subject to and conditional upon the following 36.1, 36.2, 36.3, 36.4, 36.5, 36.6, 36.7, 36.8, 36.9, 36.10, 36.11, 36.12 and 36.13, whilst the obligations of the Charterers to take the Vessel on charter from the Owners under this Charter are subject to and conditional upon the following 36.1 and 36.2 being true and accurate at the Delivery Date:

36.1 No Event of Default;

36.2 each of the representations and warranties contained in Clause 43 of this Charter being true and correct in all material respects on the Delivery Date by reference to the facts and circumstances then existing;

36.3 the Owners and the Sellers having executed and delivered in agreed form the MOA;

36.4 the Owners having received the director’s certified copies of the constitutional documents of the Charterers, together with duly executed, notarized and legalized (or apostilled) original powers of attorney;

36.5 all approvals, authorisations and consents required by any government or other authority for the Parties to enter into and perform their respective obligations under this Charter or such other documents to which they are a party relating to this Charter;

36.6 the Owners having received evidence that the Vessel is insured in accordance with the provisions of this Charter and that all requirements of Clauses 13 and 45 of this Charter in respect of such insurances having been complied with, including, but not limited to, the Owners having received copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Vessel and evidencing that the Mortgagee’s interest in the insurance policies has been noted in accordance with the form of notices provided by the Owners;

36.7 the Owners having received (i) the duly executed Assignment, (i) duly signed notices and acknowledgements/LOUs under the Assignment and (iii) the signed Quiet Enjoyment Agreement;

36.8 the Charterers to provide a Manager’s Undertaking;

36.9 the Charterers having provided evidence of the Market Value of the Vessel, cf. Clause 44.16;

36.10 the Charterers having provided evidence that the cash balance of the operating account of the Vessel no less than USD 500,000 and the Owners having received evidence of the operating account being pledged to the Owners or the Owners assignees, cf. Clause 44.17;

36.11 the Charterers having provided evidence that the Guarantor and its subsidiaries have Free Liquid Assets at a level of at least USD 4,000,000, cf. Clause 44.19,

36.12 the Charterers having received the director’s certified copies of the constitutional documents of the Owners, together with duly executed, notarized and legalized (or apostilled) original powers of attorney; and

36.13 the Charterers having provided a notarised and legalised irrevocable power of attorney, unlimited in time, to the Owners, authorising the Owners, without the need to seek the Charterers’ prior consent, to delete the Vessel from the Marshall Islands Ship Registry upon termination of the Charter (draft of such power of attorney to be e-mailed to the Owners for pre-approval no later than four (4) Banking Days after the date of this Charter).

36.14 If the conditions precedent set out in this Clause 36 have not been satisfied to the satisfaction of the Parties by 15 December 2020, this Charter and all other

transaction documents shall, unless otherwise agreed between the Parties, be null and void and of no further effect and without any liability on either Party.

37. CHARTER PERIOD

Subject to the terms of this Charter, the period of chartering of the Vessel hereunder (the “Charter Period”) is sixty (60) months.

38. CHARTER HIRE

38.1 The Charterers shall throughout the Charter Period pay charter hire (“Charter Hire”) to the Owners, calculated at the daily rate of:

(i) USD 16,750 per day pro rata for the first 24 months of the Charter Period;

(ii) USD 14,000 per day pro rata for months 25 – 48 of the Charter Period; and

(iii) USD 10,000 per day pro rata for months 49 – 60 of the Charter Period.

38.2 Charter Hire shall be paid continuously throughout the Charter Period from (and including) the first day of the Charter Period through (and including) the last day of the Charter Period. The Charterers shall pay hire due to the Owners in accordance with the terms of this Charter. The Charter Hire shall be payable monthly in advance, on each of the below described payment dates.

38.2.1 The first Payment Date shall be the Delivery Date covering on a pro rata basis the remaining number of days in that month, and the second and subsequent Payment Dates shall be on 5^th in every calendar month thereafter (each such date being hereinafter called each the “Payment Date” and collectively the “Payment Dates”).

38.2.2 The amount of Charter Hire due on each of the Payment Dates shall be the amount calculated by multiplying the daily rate by the number of days from and including the relevant Payment Date through and including the day immediately preceding the next following Payment Date or, in the case at the last Payment Date, through and including the last day of the Charter Period.

38.3 Notwithstanding anything to the contrary contained in this Charter, all payments due by the Charterers hereunder (whether by way of hire or otherwise) shall be made as follows:-

38.3.1 (in the case of Charter Hire) on the relevant Payment Date or (in the case of other sums) on their respective due dates or within 3 Banking Days of demand (as the case may be);

38.3.2 in United States Dollars in funds with the same day value and free and clear of any bank charges to the account of the Owners, BIC/SWIFT: DABADKKK, IBAN: DK34 3000 3238 0053 61. For the avoidance of doubt, the fund must be arrived and credited

to the bank account specified above by 15:00 CET of the relevant Payment Day or to such other bank as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days’ prior written notice; and

38.3.3 if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the next following Banking Day; provided that if such Banking Day falls within the next calendar month, in which event the immediately preceding Banking Day shall be such payment date.

38.4	All payments under this Charter shall be made without any set-off or counterclaim whatsoever and free and clear of and without withholding or deduction for, or on account of, any present or future income, bank charges (save for ones imposed by any receiving bank of the Owners or its assignee), freight, stamp and other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature imposed on such payments as a result of Charterers operation including any Permanent Establishment Tax directly attributable to Charterers operation of the Vessel (e.g. storage etc.), but excluding for the avoidance of doubt income tax or other taxes on the income or gains of the Owners. If the Charterers are so required to make any withholding or deduction from any payment due to Owners, the sum due from the Charterers in respect of such payment will be increased to the extent necessary to ensure that, after making such withholding or deduction, the Owners receive a net sum equal to the amount which they would have received had no such withholding or deduction been required to be made. The Charterers shall not be liable to the Owners for any taxes, including tonnage taxes that are directly attributable to the DIS jurisdiction chosen by the Owners.
38.5	This Charter is construed to be on “hell and high water” terms. The Charterers' obligation to pay hire in accordance with the requirements of this Clause 38 shall be absolute, irrespective of any contingency or circumstance whatsoever, including without limitation:
38.5.1	any set-off, counterclaim, recoupment, defence or other right which the Charterers may have against the Owners or any other person for any reason whatsoever;
38.5.2	any unavailability of the Vessel for any reason (other than defects in the Owners' title not caused by breach of the Charterers' obligations or as result of a default set out in Clause 28(b)), including (but not limited to) any other defect in the condition, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country or any damage to the Vessel;
38.5.3	any damage to or loss to the Vessel (including a Total Loss, subject to the terms of this Charter). However, for the avoidance of doubt, should the Vessel be Total Loss, Charter Hire shall continuously be payable unless and until the insurance proceeds for

a Total Loss in the amount required under this Charter shall have been paid to the Owners (or their assignees) in full;

a Compulsory Acquisition (as defined in Clause 25), destruction, capture, seizure, judicial attachment or arrest, forfeiture or marshal’s or other sale of the Vessel;

38.5.4	save for in relation to this Charter, any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release, or surrender of, or other dealing in, any security for any such indebtedness or obligation;
38.5.5	any libel, attachment, arrest, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever (other than arrest or detention by the Mortgagee or other creditors of the Owners, and/or any other aforementioned situations which are caused by or resulted from or as a consequence of a breach of any provision of this Charter by the Owners including but not limited to Clause 28(b));
38.5.6	any insolvency, bankruptcy, court reorganisation, court arrangement of debt, dissolution, liquidation or similar court proceedings by or against the Charterers; or
38.5.7	any circumstance which, but for this provision, might operate to exonerate the Charterers from liability, whether in whole or in part, under this Charter, unless due to the Owners’ breach, whether or not the Charterers shall have notice or knowledge of any of the foregoing, and the Charterers hereby waive any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate or cancel this Charter except in accordance with the express terms hereof, the terms of this Charter prevailing over any relevant statute or law, to the extent permitted by such statute or law. The Charterers shall not seek to recover all or any part of the Charter Hire or other payment made by the Charterers hereunder from the Owners for any reason whatsoever, except in the case otherwise expressly prescribed in this Charter.
38.6	In the event of failure by the Charterers to pay on the Payment Date (pursuant to Clause 38.2.1 here above), or in the case of a sum payable on demand, within three Banking Days of receipt of the demand thereof, any hire or other amount payable by them under this Charter, the Charterers shall pay to the Owners, on demand, overdue interest on such hire outstanding or such other amount due, from (and including) the fourth (4th) day from the date of such failure to the date of actual payment (both before and after any relevant judgment or winding up of the Charterers), at the rate of 3-months Libor + 7 pct. per annum as per box 24; provided that (i) this Sub-clause 38.6 shall not give indulgence generally to the Charterers’ obligations to make

payments punctually on the respective due dates and (ii) such overdue interest shall accrue any sum from the day next following the day on which such sum becomes due if and after any Event of Default occurs. Overdue interest payable by the Charterers as aforesaid shall be compounded quarterly and be payable on demand.

38.7	Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty five (365) day year.
39.	INDEMNITY
39.1	Subject to the terms of this Charter, the Charterers agree at all times to indemnify the

Owners and hold them harmless and keep the Owners indemnified and held harmless against:

39.1.1	Any costs, charges, or expenses which the Charterers have agreed to pay under this Charter and which shall be claimed or assessed against or paid by the Owners;
39.1.2	any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period;
39.1.3	All losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature (collectively the “Losses”) suffered or incurred by the Owners (save for any general corporate income tax assessed on the Owners) and arising, directly or indirectly during the tenor of this Charter or otherwise in relation to the Charter in any manner (except if caused by gross negligence or wilful misconduct of the Owners in breach of the terms hereof), out of the chartering, sub-chartering, navigation, (including crew’s conduct or omission), possession, custody, control, use, transportation, loading or discharging cargoes, operation, management, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, return or storage of or loss of or damage to the Vessel, lay-up or anchoring of the Vessel or otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to any and all claims in tort or in contract by any sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;
39.1.4	All Losses suffered or incurred by the Owners during the tenure of this Charter or otherwise in relation to the Charter in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom unless the same has been caused by or resulted from any gross negligence or wilful misconduct of the Owners in breach of the terms hereof;

39.1.5 All Losses suffered or incurred by the Owners, and/or its respective officers or members of the management board as a consequence of or in relation to any violation by the Charterers or any sub-charterer of (i) any term of this Charter or (ii) any laws pursuant to which the Vessel and/or her trading or operations shall be subject from time to time; provided always that the Charterers shall be entitled to take, in the name of the Owners, such reasonable action as the Charterers see fit to defend or avoid any Losses or to recover the same from any third party but subject to the Charterers first ensuring that the Owners are indemnified and secured against all Losses thereby incurred or to be incurred.

39.2

All moneys payable by the Charterers under this Clause 39 must be paid within 10 Banking Days from demand.

39.3

The Charterers shall (i) assume and bear the entire risk of oil pollution liabilities and all other claims whatsoever including, without limitation, Environmental Claims and Environmental Liabilities, in connection with the Vessel and her cargo, (ii) defend, indemnify and hold harmless the Owners, and other indemnitees from and against any claims, demands, penalties, fines, liabilities, debts, obligations, responsibilities, settlements, damages, costs (including, without limitation, legal fees and costs) or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way relating to Materials of Environmental Concern in, transported, stored or carried upon or forming a part of or discharged from the Vessel or the cargoes, or any Environmental Laws, Environmental Approvals, Environmental Claims or Environmental Liabilities related to the Vessel or her cargoes.

In this Charter,

“Environmental Approvals” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

“Environmental Claim” means, with respect to any person, any notice, claim,

demand or similar communication (written or oral) by any other person alleging potential liability for investigatory costs, clean-up costs, governmental response costs, natural resources damages, property damages, personal injuries, fines or penalties arising out of, based on or resulting from:

(a) the presence, or release into the environment, of any Material of Environmental Concern at any location, whether in navigable or ground water or on or under land and whether or not owned by such person; or

(b) circumstances forming the basis of any violation or alleged violation, of any Environmental Law or Environmental Approval.

“Environmental Laws” means any laws, regulations, conventions and agreements relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land water or subsurface strata, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements (having the force of law) relating to emissions, discharges or releases of Material of Environmental Concern, or otherwise in relation to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

“Environmental Liabilities” means liability for investigatory costs, clean-up costs, governmental response costs, natural resources damages, property damages, fish or marine creatures damages, marine products damages, personal injuries, death, fines, penalties, defence costs or any other claims whatsoever, monetary or non-monetary, arising out of, based on or resulting from:

(a) the presence, or release into the environment, of any Material of Environmental Concern at any location, whether in navigable or ground water or on or under land; or

(b) circumstances forming the basis of any violation of any Environmental Law or Environmental Approval.

“Materials of Environmental Concerns” means and includes chemicals, pollutants, contaminants, wastes, toxic substances, oil, petroleum and petroleum products and distillates and all hazardous substances.

39.4	The indemnities and assumptions of liability under this Clause shall continue in full force and effect notwithstanding the termination of the chartering of the Vessel hereunder, whether by the Owners’ exercise of its rights of termination under Clause 47, by expiration of time, by operation of law, or by the Charterers’ exercise of its rights hereunder.
40.	BWTS
40.1	The Charterers (as charterers under this Charter and as Sellers under the MOA) warrant that the Vessel is equipped with a BWTS that is and will continue to be IMO and USCG approved throughout the duration of the Charter, and that any necessary upgrades or changes to the system, to ensure that it is well functioning and IMO and USCG approved, will be performed at their time and for their account.

41.	N/A
42.	FLAG
42.1	The Vessel shall upon the Delivery Date be registered in the name of the Owners in the Danish International Register of Shipping (DIS).
42.2	Charterers may undertake their own bareboat registration of the Vessel in the Marshall Islands International Registries (IRI).
42.3	All costs and expenses arising in connection with the registration of the Vessel in the name of the Owners in the Danish International Register of Shipping (DIS), and all costs and expenses for the registration of the mortgage(s) against the Vessel (set out in box 28) shall be borne by the Owners. All costs and expenses arising in connection with the bareboat registration of the Vessel with the Marshall Islands International Registries (IRI) shall be borne by the Charterers.
42.1	Annual tonnage tax of the Vessel arising from the Charterers’ operation of the Vessel shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand always provided such tax is not related to the DIS jurisdiction chosen by the Owners.
43.	REPRESENTATIONS AND WARRANTIES
43.1	The Charterers and the Guarantor acknowledge that the Owners have entered into this Charter in full reliance on the following representations and warranties are true and accurate;
43.1.1	The Charterers and the Guarantor represent and warrant that at the date of this Charter:
43.1.2	The Charterers are duly incorporated and validly existing under the laws of Marshall Islands as a limited liability company;
43.1.3	This Charter constitutes the legal, valid and binding obligations of the Charterers and the Guarantor, and is fully enforceable in accordance with its terms;
43.1.4	The Charterers and the Guarantor have the power to enter into and perform their obligations under this Charter and the related contracts;
43.1.5	The entry into and performance by the Charterers and the Guarantor of this Charter does not violate in any material respect (i) any existing law or regulation of any governmental or official authority or body, or (ii) the constitutional documents of the Charterers or the Guarantor, or (iii) any material agreement, contract or other undertaking to which the Charterers or the Guarantor are a party or which is binding on the Charterers or the Guarantor or any of their assets;

43.1.6	All consents, licences, approvals and authorisations required by the Charterers and the Guarantor in connection with the entry into, performance, validity and enforceability of this Charter have been obtained and are, or will prior to the Delivery Date be, in full force and effect;
43.1.7	No Event of Default (as defined in Clause 46 hereof) has occurred and is continuing.
44.	UNDERTAKINGS
44.1	The Charterers and the Guarantor undertake and agree that throughout the Charter Period they will provide to the Owners the following;
44.1.1	(i) the annual financial statements of the Charterer and the Guarantor (including profit and loss statement, balance sheet and in the case of the Guarantor accompanying notes to the financial statements), (ii) the audited consolidated annual financial statements of the Guarantor as soon as practicable and in no event later than 120 days after the end of their financial year prepared in accordance with generally accepted accounting principles in the United States, commencing with financial year ending on 31 December 2020; and (iii) the semi-annual financial statements reviewed by auditors (in case of the Guarantor) of the Charterers and the Guarantor, within 90 days of each period as well as management accounts for the same period within 60 days;
44.1.2	information as to business affairs and financial condition as the Owners reasonably consider necessary;
44.1.3	copies of all class records, class certificates and survey reports relative to the Vessel upon the Owners’ request.
44.2	At all times ensure compliance with all laws, codes and regulations, decrees, rulings, applicable to the Vessel and her operation and management including but not limited to rules relating to international sanctions, and further including but not limited to international conventions such as the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code, and procure and ensure such compliance by any sub-charterers or company performing ship management services in respect of the Vessel on behalf of the Charterers;
44.3	At all times, in respect of the Vessel, make such voyage declarations as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover;
44.4	Obtain and promptly renew from time to time, and will, whenever so required, (if the Owners require so on reasonable ground) promptly furnish certified copies to the Owners of, all such authorisations, approvals, consents and licences as may be required under any applicable law or regulation to enable the Charterers to perform

their obligations under this Charter or required for the validity or enforceability of this Charter, and the Charterers to comply with the terms of the same;

44.5 not sub-charter the Vessel on a bareboat basis without the prior written consent of the Owners which shall not be unreasonably withheld subject to the execution of assignment in accordance with Clause 48;

44.6 Promptly notify the Owners in writing of any Event of Default; 44.7 immediately notify the Owners of:

(i) any accident to the Vessel involving repairs where the costs will or is likely to exceed USD 500,000 (or the equivalent in any other currency);

(ii) any overdue requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, complied with immediately;

(iii) any exercise of arrest or lien on the Vessel or its earnings or its insurances which has not been lifted within 10 days;

(iv) any occurrence of an event as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(v) any claim for a material breach of the ISM Code or the ISPS Code being made against the Charterers, the Managers or otherwise in connection with the Vessel; and

(vi) any detention of the Vessel by port state control or other public authorities.

44.7.1 immediately on becoming aware, notify the Owners in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the Safety Management Certificate of the Vessel or of its Document of Compliance or the Document of Compliance of the Managers;

44.7.2 immediately on becoming aware, notify the Owners in writing of “major non-conformity”, each as those terms are defined in the Guidelines in the application of the IMO International Safety Management Code issued by the International Chamber of Shipping and International Shipping Federation;

44.7.3 pay and discharge when due (save for those that are the subject of clause 17(b)):

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel or its earnings or its insurances;

(ii) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessel or its earnings or its insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel or its earnings or its insurances,

44.8 give not less than thirty (30) days prior notice should the Vessel operate outside of the Trading Limits in Box 20 and always subject to Owners' prior written approval;

44.9 (i) procure that the Vessel remains subject to a safety management system in accordance with the ISM Code; (ii) procure that a valid and current Safety Management Certificate is maintained for the Vessel; (iii) if not itself, procure that the Managers maintain a valid and current Document of Compliance; and (iv) immediately on becoming aware, notify the Owners in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the Safety Management Certificate of the Vessel or of its Document of Compliance or the Document of Compliance of the Managers;

44.10 (if requested by the Owners on reasonable ground) procure that the classification society sends to the Owners, copies of all class records held by such classification society in relation to the Vessel;

44.11 not employ the Vessel nor allow its employment in the event of hostilities in any part of the world (whether war is declared or not) in any zone which is declared a war zone by any government or by the war risk insurers of the Vessel unless the Charterers have (at their own expense) effected any special, additional or modified insurance cover which shall be necessary or customary for first class ship owners within the territorial waters of such country at such time;

44.12 give the Owners, at their own cost, the right to perform inspections of the Vessel at any times and to attend dry dockings provided that the Owners shall not or interfere in the day-to-day operations of the Charterers, or cause delay to the operation of the Vessel;

44.13 to keep the Vessel and to cause the same to be kept in such condition as will entitle the Vessel to the highest classification and rating for vessels of the same age and type in DNV GL or another classification society of like standing reasonably acceptable to the Owners, and annually (or so often as the Owners shall reasonably require) to furnish to the Owners a certificate or certificates (or certified Photostat copy or copies thereof) by such classification society or such other evidence as the Owners may require that such classification is properly maintained;

44.14 not to do or permit to be done any act or thing whereby any insurance or protection and indemnity cover relating to the Vessel may become void or voidable either in whole or in part;

44.15 throughout the currency of this Charter, to ensure that the Vessel has all applicable certificates pursuant to any applicable provision of any relevant country`s law or

regulation. In the event the Vessel trades in the United States, this includes (but is not limited to) certificates issued pursuant to:

- Section 1016 (a) of the U.S. Oil Pollution Act 1990;

- Section 108 (a) of the U.S. Comprehensive Environmental Response, Compensation and Liability Act 1980, as amended;

- Part 138 of U.S. Coast Guard Regulations 33 CFR; and

- Section 311(p) of the US Federal Water Pollution Control Act, as amended (Title 33 US Code, Section 1321(p));

44.16 ensure that the Market Value of the Vessel will be tested at the following instances:

(i) every 12 months, the first being on the date of this Charter; and

(ii) upon the occurrence of an Event of Default which is continuing, at any time at the request of the Owners,

and in each case above the Charterers shall bear the fees and expenses of the Approved Valuers or reimburse the same to the Owners (as the case may be);

44.17 ensure that the cash balance of the operating account of the Vessel, which account is to be pledged to the Owners or the Owners assignees, is never less than USD 500,000 and evidence thereof must be submitted to the Owners at least every six months and otherwise upon the Owners’ request;

44.18 ensure that, upon the occurrence of an Event of Default which is continuing, the Charterers do not make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital;

44.19 The Guarantor undertakes and agrees that throughout the Charter Period it will maintain its and its subsidiaries Free Liquid Assets at a level of at least USD 4,000,000, with compliance with such requirement to be tested by reference to the most recent annual or half-yearly financial statements which are delivered pursuant to Clause 44.1.1. Simultaneously with the provision of such financial statements, the Guarantor will deliver a compliance certificate to the Owners setting out computations as to their compliance with this Clause 44.19. Each such compliance certificate shall be signed by the Head of Treasury, CFO or CEO of the Guarantor. For the purpose of this clause, “Free Liquid Assets” means, at any time, any unrestricted Cash and Cash Equivalent of the Guarantor which is not subject to any security interest adjusted to include any Cash held under any minimum liquidity requirements and debt service accounts.

44.20 Notwithstanding anything whether printed or typed herein to the contrary:

44.20.1 the Owners shall not be required to establish or maintain financial security or responsibility in respect of oil or other pollution damage to enable the Vessel lawfully to enter, remain in or leave any port, place, territorial or contiguous waters of any country, state or territory in performance of this Charter;

44.20.2 the Charterers shall indemnify the Owners and hold them harmless in respect of any loss, damage, liability or expense (including but not limited to the costs of any delay incurred by the Vessel as a result of any failure by the Charterers promptly to give alternative voyage orders) whatsoever and howsoever arising which the Owners may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters; and

44.20.3 the Owners shall not be liable for any loss, damage, liability or expense whatsoever and howsoever arising which the Charterers and/or the holders of any bill of lading issued pursuant to this Charter may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters.

44.21 FATCA

44.21.1 The Charterers hereby undertake and shall ensure that neither the Charterers shall become a foreign financial institution as defined in section 1471(d)(4) of the USA Internal Revenue Code of 1986 as amended (if any).

44.21.2

The Charterers shall, upon the request of the Owners and following such request within 20 Banking Days from the date of this Charter, confirm to the Owners whether the Charterers are FATCA Exempt Party or not and supply to the Owners such forms, documentation and other information relating to its status under FATCA as the Owners reasonably request for the purposes of the compliance with FATCA and/or any other law, regulation, or exchange of information regime.

44.21.3

If the Charterers confirm to the Owners pursuant the above Paragraph that it is or was a FATCA Exempt Party but it will cease or has ceased to be a FATCA Exempt Party, the Charterers shall notify the Owners promptly of the same.

45. INSURANCES, TOTAL LOSS

45.1 The Charterers undertake to the Owners that throughout the Charter Period:

45.1.1 All insurances to be effected by the Charterers pursuant to this Charter shall be effected and maintained by the Charterers;

(i) in the joint names of the Owners and the Charterers as named co-assured, or otherwise as the Owners and the Charterers may agree;

(ii) in an amount of hull and machinery, marine and war risks cover of no less than 120% of the Market Value of the Vessel as determined in accordance with Clause 44.16 (or such other amount as may be agreed from time to time between the Charterers and the Owners) with first class insurers (as minimum “A” rated (S&P));

(iii) the Charterers shall enter and at all times maintain the entry of the Vessel in a first class reputable P&I club (being a member of IG) for full coverage against all protection and indemnity risks, in accordance with the rules of such association or clubs, (including freight, demurrage and defence) and pollution liability risk for protection and indemnity risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry with a member club of the International Group of Protection and Indemnity Clubs and in the international marine insurance market and for an amount of not less than $1,000,000,000; and

(iv) the Charterers shall obtain, or cause to be obtained, all policies and entries made in compliance with the provisions of this Clause from reputable brokers, underwriters, insurance companies or protection and Indemnity clubs, associations and managers, as the case may be.

45.1.2 all such insurances shall be renewed by the Charterers before the relevant policies or contracts expire and the brokers and/or the insurers shall promptly confirm in writing to the Owners as and when each such renewal is effected and, in the event of any renewal not being effected by the Charterers as aforesaid, shall notify the Owners forthwith;

45.1.3 the Charterers shall pay punctually all premiums, calls, contributions or other sums payable in respect of all such insurances;

45.1.4 the Charterers shall arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association;

45.1.5 the Charterers shall procure that the policies and/or entries in respect of the insurances against marine and war risks are, in each case, endorsed with the interest of the Owners;

45.1.6 any claim under the Vessels’ insurances for Total Loss or major casualty (in excess of USD 1 million) shall only be settled, compromised or abandoned with prior approval of the Owners; and

45.1.7 the Charterers shall procure that proforma copies of all insurance policies and certificates of entry are furnished to the Owners.

45.2 For the purposes of this Clause, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such total loss as may arise during a requisition for hire (unless the Vessel is released and returned to the possession of the Owners or the Charterer within (a) one hundred and eighty (180) days after any hijacking or theft and (b) Ninety (90) days after the capture or seizure, arrest, detention, condemnation, confiscation or forfeiture in question).

Notwithstanding anything to the contrary contained in this Charter, the Vessel shall be kept insured throughout the Charter Period in respect of hull and machinery, P & I and War Risk. Each of the total insured value (except for P & I) shall be valued policy at least equal at all times to the “Minimum Insured Value”, being the amounts of no less than 120% of the Market Value of the Vessel as determined in accordance with Clause 44.16 (or such other amount as may be agreed from time to time between the Charterers and the Owners) with first class insurers (as minimum “A” rated (S&P)).

If the Vessel shall become a Total Loss or be subject to Compulsory Acquisition, payment of Charter Hire and all other sums payable under the Charter shall continue to be made by the Charterers until the Owners receive the full Minimum Insured Value, and the Charterers shall:

(i) on the earlier of (a) the date of receipt of the insurance proceeds, and (b) 120 days from the occurrence of the Total Loss (the “Date of Loss”) pay to the Owners (i) the Minimum Insured Value, and (ii) hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid together with interest thereon as set out in Clause 45.2 .

(ii) For the purpose of ascertaining the Date of Loss:

(A) an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it is acknowledged by the insurers to have occurred;

(B) a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date that notice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total loss but prior to the giving of such notice there

shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; and

(C) Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25(b) hereof.

All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 45, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the Mortgagees as assignees thereof) and applied (together with any additional cash deposits held by the Owners pursuant to Clause 44.17(ii) by the Owners (or, as the case may be, the Mortgagees):

FIRSTLY, in payment of all of the Owners’ costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the aggregate of the Relevant Minimum Insured Value, and

THIRDLY, in payment of any surplus to the Charterers by way of compensation for early termination.

For the purposes of this Sub-clause, the expression “Relevant Minimum Insured Value” shall mean the applicable Minimum Insured Value less 85% of any hire that was paid after the date the Vessel has become a Total Loss.

It being noted for the avoidance of doubt that provided Owners have been satisfied by payment of “FIRSTLY” and “SECONDLY” then the Sellers’ Credit amount shall be repaid to the Charterers.

45.2.1 The provisions of Clauses 13 and 45 shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and/or the Charterers for their own account and benefit.

45.2.2 The Charterers shall advise the Owners with whom such insurances will be placed and upon what main terms they will be effected as soon as practically possible and latest two Banking Days prior to the Delivery Date if requested by the Owners in writing;

45.2.3 the Charterers shall not do any act or permit or suffer any act to be done whereby any insurance required as aforesaid shall or may be suspended, impaired or become defective;

45.2.4 without prejudice to the Charterers’ obligation to keep the Vessel in repair regardless of whether insurance proceeds shall have first been received, the Charterers shall apply

all such sums receivable in respect of the insurances as are paid to the Charterers in the insurances referred to in this Clause 45 for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance moneys shall have been received.

45.3 The Charterers shall not make any material alteration to any of the insurances referred to in this Clause 45 without prior written approval by the Owners.

45.4 As security for their due and punctual performance under this Charter, the Charterers hereby:

45.4.1 assign to the Owners and/or the Mortgagee as Owners may direct (the “Insurance Assignment”) all of their rights, title and interests in and to all policies and contracts of insurance (which expression includes all entries of the Vessel in protection and indemnity or war risks associations) which are from time to time taken out or entered into by the Charterers in respect of the Vessel pursuant to this Charter and (where the context permits) all benefits thereof, including all claims of any nature and returns of premium;

45.5 The Charterers acknowledge that the Owners may assign all of their rights and benefits assigned by the Insurance Assignment to the Mortgagee as security for the due and punctual performance by the Owners of all their obligations owed to the Mortgagee under any loan agreement between the Owners and the Mortgagee.

45.6 In the case of the Total Loss of the Vessel and upon receipt by the Owners of the Total Loss insurance proceeds at least equivalent to the applicable Minimum Insured Value prescribed above, the Owners shall have option to abandon the Vessel to the insurers.

45.7 In the event of the Total Loss of the Vessel, the Charterers shall, all at the costs expenses and procurement of the Charterers take all procedures and do tasks (i) that are required by (a) the applicable law, rule, regulation of any country or jurisdiction relevant to the Total Loss and/or any consequence thereof, (b) class rules and (c) the insurers of the Vessel or any term or condition of the insurance contract in respect of the Vessel, and (ii) that are reasonably required, in term of sound maritime practice, by the Owners.

46. EVENTS OF DEFAULT

46.1 The following event and the events referred to in Clause 28(a) shall be an “Event of Default” for the purposes of this Charter:

46.1.1 If the Charterers shall at any time fail to observe or perform any of their obligations under this Charter and the same constitutes a material breach of this Charter, and such material breach is either not remediable or is remediable but is not remedied within five (5) Banking Days in case of any payment default and ten (10) Banking Days for

all other types of defaults of receipt by the Charterers of written notice from the date when such breach occurred and the Owners requesting remedial action;

46.1.2 If any representation or warranty of the Charterers in connection with this Charter or in any document or certificate furnished to the Owners in connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made or deemed made, and if capable of remedy, such default continues unremedied for a period of ten (10) Banking Days when made or deemed made after receipt by the Charterers of a written notice from the Owners requesting remedial action; or

46.1.3 If the Charterers are declared bankrupt or insolvent or an order is made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the Charterers (otherwise than for the purpose of reconstruction or amalgamation pre-approved by the Owners), or a petition shall be presented (and not withdrawn or stayed within thirty (30) days), or an order shall be made or an effective resolution shall be passed for the administration or winding-up of the Charterers, or if an administrative or other receiver shall be appointed of the whole or any substantial part of the property, undertaking or assets of the Charterers or if an administrator of the Charterers shall be appointed or if anything analogous to any of the foregoing shall occur under the laws of the place of the Charterers' incorporation, or if the Charterers default on any payment obligation exceeding USD 2,000,000 under any promissory notes, other note, bill, or check at the clearing house and such claim is not disputed in good faith before a court or in arbitration;

46.1.4 If the Charterers stops payments generally, or cease to carry on, or suspend all or a substantial part of their business (or threaten any of the foregoing), or be unable to pay their debts, or admit in writing their inability to pay their debts, as they become due or otherwise become or be adjudicated insolvent;

46.1.5 If any Charterers’ Default under Clause 28(a) occurs;

46.1.6	If any judgment or order is made the effect whereof would be to render ineffective or invalid this Charter for the reason attributable to the Charterers;
46.1.7	If there is a Change of Control; or
46.1.8	If any of the following occurs in relation to any financial indebtedness of the Charterers or the Guarantor:

(i) any financial indebtedness of the Charterers or the Guarantor becomes due and payable prior to its stated maturity date as a consequence of any event of default; or

(ii)	a lease, hire purchase agreement or charter creating any financial indebtedness of the Charterers or Guarantor is terminated by the lessor or owner as a consequence of any termination event; or
(iii)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange facility, or any swap or other derivative contract or transaction relating to any financial indebtedness of the Charterers or Guarantor ceases to be available as a result of any event of default or cash cover is required in respect of such a facility as a result of any event of default; or
(iv)	any security interest securing any financial indebtedness of the Charterers or Guarantor becomes enforceable,

Provided that no Event of Default will occur under this Clause 46.1.8 if the aggregate amount of financial indebtedness of the Charterers falling within paragraphs (i) to (iv) above is less than USD 1,000,000 (or its equivalent in any other currency or currencies).

47. OWNERS' RIGHTS ON TERMINATION

47.1 At any time after an Event of Default shall have occurred and be continuing under this Charter, the Owners may, by five (5) Banking Days written notice to the Charterers immediately, or on such date as the Owners shall specify, terminate the Charter (unless the Event of Default has been rectified), whereupon the Vessel shall be redelivered to the Owners in accordance with Clause 29 and 49.

47.2 If pursuant to Clause 47.1 hereof the Owners give notice to terminate this Charter, the Charterers shall pay to the Owners the Termination Sum on the date of such termination (the “Termination Date”) or such later date as the Owners shall specify.

48. ASSIGNMENT OF BAREBOAT CHARTER

48.1 The Charterers shall not be entitled to assign, novate, or transfer this Charter without the prior written consent of the Owners. The Charterers shall not permit the Vessel to be operated (not including time charter) or managed by (except for technical management) anyone other than the Charterers, or the Charterers’ affiliate company, without a prior written consent from Owners.

48.2 The Owners shall have the right to assign its right to receive Charter Hire and other moneys hereunder, to any Mortgagee as security for the Owners' obligations to such Mortgagee, and the Owners shall also have the right to mortgage the Vessel as security for the Mortgagee. In respect of any such assignment as aforesaid, the Charterers hereby grant their consent and will at the cost of the Owners execute such documents as set out in Box 28 as may be reasonably necessary to effectuate such consent.

49.	REDELIVERY
49.1	The Survey referred to in Clause 7 shall take place at the port or place of redelivery hereunder, as approved by both the Owners and the Charterers, at or about the time of redelivery. Without prejudice to the provisions of Clause 15 and Box 16, the Vessel shall be redelivered by the Charterers:
49.1.1	with her class maintained without any conditions or recommendation;
49.1.2	free of damage affecting the Vessel's class;
49.1.3	with all the Vessel's classification records, trading, national and international certificates, updated as may be applicable and valid and un-extended for a minimum period of six (6) months after the time of redelivery and without conditions or recommendations (see also Clause 10 above);
49.1.4	with all the Vessel's survey cycles up to date including any scheduled special survey;
49.1.5	having on board any and all documents which is the Owner’s property (i.e. including notes, memoranda, records, instruction book or manuals whether delivered by the Sellers under the MOA or the Vessel's shipyard and whether in hard-copy or in electronic format), and the Vessel’s log books, and any management reports the Vessel. The Vessel’s planned maintenance history from the time Managers assumed responsibility for the Vessel is to be retained on board throughout the Charter Period, and a hard copy of the basic history will be left on board on re-delivery of the Vessel as the property of the Owners;
49.1.6	in the same structure, operational state, condition and class as delivered, with reference to Clause 33.4 of this Charter, fair wear and tear (not affecting class) excepted; and
49.1.7	ensure that the Vessel is not subject to or in violation of the requirement of the Arab Boycott League in relation to trading with Israel.
49.2	Without prejudice to the foregoing, the Charterers shall, if requested by the Owners, assign to the Owners at the redelivery all and any such rights as they may have under the Charterers’ insurances for the Vessel in respect of damage to the Vessel, whether or not then known, other than any rights to be reimbursed by insurers for costs previously incurred by the Charterers.

49.3 The Owners shall, during a period of thirty (30) days prior to the Redelivery Date, be entitled at their own risk and expense, to place two representatives on board the Vessel (which may include two sea staff and one superintendent) for familiarisation purposes, subject to signing of Charterers’ standard indemnity letter in reasonable terms.

49.4	In connection with the redelivery of the Vessel, the Vessel shall not be dry-docked unless required by class. The Owners shall have the right to appoint a Classification approved diver to undertake an underwater inspection at a convenient port with due consultation between the Owners and the Charterers, and the Charterers shall, prior to the redelivery of the Vessel, make the Vessel available for such divers’ inspection at suitable place at their cost and time. However, the costs invoiced by the underwater inspector/divers shall be borne by the Owners.
49.5	With reference to Clause 7, should the parties appoint more than one surveyor, and they disagree on the condition of the Vessel, the matter shall be referred to a class surveyor of the Vessel’s classification society, whose decision shall be final and binding on the parties hereto. The Charterers shall at their time and expense make all such repairs and do all work found to be necessary before redelivery. Notwithstanding the foregoing, the Owners shall at any time during such extended period have the right to require the Vessel to be redelivered, and any such redelivery shall be without prejudice to Owners’ right to claim damages or exercise any rights over any security as aforesaid. The Owners shall at the time of redelivery take over and pay for all bunkers and clean and unused bulk lubrication oils in the Vessel at the Charterers’ net paid prices as evidenced by vouchers. The Owners shall, without pay, take over all spare spares and equipment, provisions, paints, ropes and other consumables on board.
49.6	The Charterers shall, at the time of redelivery, issue a certificate of undertaking in form reasonably acceptable to the Owners confirming that all crew members as of the date of the redelivery have been fully paid and have no claim against the Vessel or the Charterers or any other person following their employment on board the Vessel.
49.7	All officer and crew bedding to be clean, and cabins and public rooms to be left clean and cleared at time of Redelivery.
50.	DRYDOCKING
50.1	Charterers undertake to act as prudent shipowner in regards to the Vessel’s special survey drydocking, and to conduct such drydocking to the standard of a first class international shipowner. Charterers will pay particular attention to the condition of the ballast tanks as well as to apply new anti-fouling paint to the Vessel’s hull. The anti-fouling paint must be from a first class international paint manufacturer, equivalent to the Vessel’s current anti-fouling paint, and be applied for sixty (60) months operation/lifetime according to the selected paint maker scheme. The paint maker will guarantee sixty (60) months lifetime of the anti-fouling scheme to be applied and the guarantee shall cover the Owners.
50.2	The Charterers must, prior to any drydocking, share the drydocking specification with the Owners for their comments and observations.

51. COMMUNICATIONS

Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address or facsimile number appearing below (or at such other address, telex number or facsimile number as such party may hereafter specify for such purposes to the other by notice in writing):

51.1.1	In the case of the Owners:
	Lars B. Christensen, lars.b.christensen@navigarecapiytal.com
	Stig Enslev, stig.enslev@navigarecapital.com
	Navigare Operations Department, operations@navigarecapital.com

51.1.2	In the case of the Charterers:
	Alexandros Tsirikos, atsirikos@topships.org
	Vangelis Ikonomou, vi@centralmare.com
	Andreas Louka, louka@loukapartners.com
	A written notice includes a notice by email. A notice received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place.
	All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

52. ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) COMMITMENT

52.1 The Charterers recognize the importance of good ESG behaviour and will make best endeavours to ensure that the Vessel is operated in compliance with:

(a) UN Global Compact;

(b)	UN Guiding Principles on Business and Human rights;
(c)	ILO Declaration on Fundamental Principles and Rights at Work; and
(d)	ITF employment conditions or better.

53.

ANTI-BRIBERY

53.1

The Owners and the Charterers each undertakes and warrants to the other Party that neither it nor any member of its group of companies, nor any agent, consultant or other intermediary acting on behalf of it or its group of companies, shall, directly or indirectly, in relation to this Charter, give, promise or attempt to give, or approve or authorize the giving of, anything of value, including by transferring all or part of the remuneration payable under this Charter to:

(a) Any employee, officer or director of or any person representing the other party or its group of companies;

(b)	Any other person, including any public official;
(c)	A political party or a labour union controlled by any government or political party, or;
(d)	A charitable or other organization, or an officer, director or employee thereof, or any person acting directly or indirectly on behalf of same.

53.2 For the purpose of (i) securing any improper advantage for it or its group of companies; (ii) inducing or influencing that public official improperly to take any action or refrain from taking any action in order for either party or its group of companies to obtain or retain business, or to secure the direction of business to either party or its group of companies, or (iii) inducing or influencing that public official to use his/her influence with any government or public international organization, or any department, agency or other instrumentality thereof, for any such purpose.

54. INTERNATIONAL SANCTIONS

54.1 In this Charter, each Party shall comply with all foreign trade control and export control legislation, regulations and sanctions applicable to the transactions that are the subject of this Charter or any of the Parties, including without limitation those imposed by the United Nations (“UN”), the United States of America (“US”), the United Kingdom (“UK”) or the European Union (“EU”) or any of its member states (“Foreign Trade Controls”).

55.	PERFORMANCE GUARANTEE
55.1	The Guarantor, as a primary obligor and not as a surety only, hereby unconditionally and irrevocably guarantees to the Owners the due and punctual performance by the Charterers of all of its obligations under this Charter.
55.2	The Guarantor undertakes that no substantial change is made to the general nature of the business of the Guarantor from that carried on at the date of this Charter.
55.3	The Guarantor undertakes to maintain its status as an SEC reporting entity and have its shares traded on NASDAQ or over the counter for a period of two years. If the Guarantor is delisted from NASDAQ, they will continue to provide the Owners with the written information as required under Clause 44.1.1 in a form similar to that of a NASDAQ listed entity.
56.	MISCELLANEOUS
56.1	If at any time any provision of this Charter becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions of this Charter shall not be affected or impaired in any way.
56.2	No failure or delay by the Owners or the Charterers in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein are cumulative and not exclusive of any rights or remedies which the Owners or the Charterers would otherwise have.

56.3 The rights conferred on the Owners or the Charterers by this Charter shall be continuing, notwithstanding any intermediate repayment or settlement of account or any other matter or thing, and shall be without prejudice and in addition to any security now or in the future held by the Owners or the Charterers for or in respect of amounts due under this Charter and shall not merge with or prejudice or be prejudiced by any such security or any other contractual or legal rights of Owners or the Charterers nor be affected by any irregularity, defect or informality or by any release, exchange or variation of any such security.

56.4 Save as otherwise provided in this Charter, The Owners’ or the Charterers’ rights under this Charter shall not be affected by any change in the constitution of the Owners or the Charterers or by the liquidation, bankruptcy or insolvency of the Owners or the Charterers.

56.5 All the covenants and agreements of each party in this Charter shall bind them and their successors and permitted assignees and shall inure to the benefit of the other party and its successors, transferees and assignees.

56.6 No variation or amendment of this Charter shall be valid unless in writing and signed on behalf of the Charterers and the Owners.

56.7 The terms of this Charter shall be for the benefit of the parties hereto, including indemnitees referred to in Clause 39 and enforceable by both the parties hereto and by the said other indemnities.

56.8 This Charter (Barecon 2001 and these Additional Clauses) and the Sellers’ Credit Agreement constitute an entire agreement of this bareboat charter and shall prevail over any previous communications, memorandum, term sheet and other documents signed or exchanged between the parties hereto before signing of this Charter.

For and on behalf of the Owners MIF II no. 8 K/S	For and on behalf of the Charterers Malibu Warrior Inc.
Name:	Name:
Title:	Title:
For and on behalf of the Guarantor Top Ships Inc.
Name:
Title:

EX-4.37

Exhibit 4.37

MIF II no. 8 K/S
as owner of the vessel Eco Beverly Hills with IMO no. 9794068




and




Evangelos Pistolis
as personal guarantor

Personal guarantee and indemnity in respect of the Vessel "ECO BEVERLY HILLS"

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This guarantee (the "Guarantee")

Dated: 03 November 2020

Between:

(1) MIF II no. 8 K/S a company incorporated under the laws of Denmark whose registered office is at Strandvejen 70, 2900 Hellerup, Denmark (the "Owner"); and

(2) Evangelos Pistolis resident of Monaco and holder of Greek passport with number AN2560652 (the "Guarantor"),

(each a "Party" and together the "Parties").

Recitals:

(A) Pursuant to the terms of the the memorandum of agreement dated 03 November 2020, made between Malibu Warrior Inc. as sellers and the Owners as buyers, the Owners have acquired the vessel ECO BEVERLY HILLS with IMO number 9794068 (the "Vessel").

(B) Pursuant to the terms of the Barecon 2001 Bareboat Charter Party dated 03 November 2020 and the Additional Clauses to the Barecon 2001 Bareboat Charter dated 03 November 2020, as same may be amended and/or supplemented from time to time. (Hereinafter collectively called the "Charter") the Owners have agreed to charter the Vessel to Malibu Warrior Inc. (the "Charterers") as charterers.

It is agreed as follows:

Words and expressions defined in the Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1 Personal Guarantee

1.1 The Guarantor, as a primary obligor and not as a surety only, fully, irrevocably and unconditionally guarantees the due and punctual performance of the obligations of the Charterers under and pursuant to the terms and provisions of the Charter save for the payment of the Minimum Insured Value pursuant to Clause 45 of the Charter and Provided that the Owners may only (i) make a demand on the Guarantor under or in connection with this Guarantee if at the time the demand is made (A) a notice has been served on the Charterers by the Owners pursuant to clause 47.1 of the Charter, (B) a demand has been served on Top Ships Inc. (the "Corporate Guarantor") under or in connection with the guarantee contained in Clause 55 of the Charter and (C) and, such demands have not resulted in the Owners fully recovering all amounts due and payable in connection with the Charter within a period of maximum 120 days from serving of the notice set out under (A) above (and the Guarantor's obligation to satisfy a demand complying with this clause will arise at such time).

1.2 In case of a Total Loss of the Vessel, as set out in Clause 45 of the Charter, the Guarantor guarantees payment of any amounts due under Clause 45 of the Charter up to an amount equal to all Charter Hire due and payable but unpaid under the Charter and a further amount equivalent to all future Charter Hire that would have accrued from the Date of Loss up to the end of the

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Charter Period (without double counting), but for such Total Loss of the Vessel. The Owners may only make a demand on the Guarantor under this Clause 1.2 if all amounts due and payable under Clause 45 of the Charter have not been paid to the Owner 200 days after the Date of Loss and any amounts recovered under this clause shall reduce any remaining amount payable under clause 45 of the Charter.

2 Indemnity

The Guarantor as principal obligor and as a separate and independent obligation and liability from his obligations and liabilities under clause 1 agrees to indemnify and keep indemnified the Owners in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Owners arising out of, or in connection with, the payment obligations (save for the payment of the Minimum Insured Value pursuant to Clause 45 of the Charter) and liabilities of the Charterers due, owing or incurred under the Charter not being recoverable for any reason or any failure of the Charterers to perform or discharge any of its obligations or liabilities in respect of its obligations.

3 Third Party Rights

A person who is not a party to this Guarantee cannot enforce, or enjoy the benefit of, any term of this Guarantee under the Contracts (Rights of Third Parties) Act 1999.

4 Transfer

Nor the Owners or the Guarantor may assign any oftheir rights or obligations, as the case may be, under this Guarantee or enter into any transaction which would result in any of those rights or obligations passing to another person.

5 Waivers, amendments and consents

Any amendment to this Guarantee shall be in writing and signed by or on behalf of each Party.

Any waiver of any right or consent given under this Guarantee is only effective if it is in writing and signed by the waiving or consenting Party. No delay or failure to exercise any right under this Guarantee shall operate as a waiver of that right.

6 Severance

The invalidity, unenforceability or illegality of any provision (or part of a provision) of this Guarantee under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

7 Notices

7.1 Any notice or other communication to be given under this Guarantee shall be in writing in the English language and shall be delivered personally or sent by pre-paid first class post or by email:

(a) in the case of the Guarantor to:

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Evangelos Pistolis

Parc Saint Roman, 7,

Avenue de Saint Roman,

MC98000 Monaco,

Principauté de Monaco

Email: pa@centralshippingmonaco.mc

(b) in the case of the Owners to:

MIF II no. 8 K/S

Strandvejen 70,

DK-2900 Hellerup,

Denmark

Email: lars.b.christensen@navigarecapital.com and

operations@navigarecapital.com

8 Counterparts

This Guarantee may be executed in any number of counterparts each of which when executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

9 Governing Law and Jurisdiction

9.1 This Guarantee shall be governed by and construed in accordance with English law.

9.2 Any dispute arising out of or in connection with this Guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoints its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoints its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties hereto agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$ 50,000 (or such sum as the parties may agree) the arbitration shall be conducted in accordance with

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the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

This Guarantee has been entered into on the day and the year stated at the beginning of this Guarantee.

BY ENTERING INTO THIS GUARANTEE YOU MIGHT BECOME LIABLE IN ACCORDANCE WITH THE TERMS OF THIS GUARANTEE INSTEAD OF OR AS WELL AS THE CHARTERER.

YOU SHOULD SEEK INDEPENDENT LEGAL ADVICE BEFORE ENTERING INTO THIS GUARANTEE.

Signed as a deed by Evangelos Pistolis:

________________________________

Evangelos Pistolis

in the presence of:

________________________________

[SIGNATURE OF WITNESS]
[NAME, ADDRESS AND OCCUPATION OF WITNESS]

Signed for and on behalf of MIF II no. 8 K/S:

________________________________

Lars Bagge Christensen

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EX-4.38

Exhibit 4.38

INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of the 2^nd day of December, 2020, by and between Evangelos Pistiolis (“EJP”) and TOP Ships Inc., a Marshall Islands corporation (“TOPS”).  EJP and TOPS are sometimes individually referred to in this Agreement as a “Party” and collectively, the “Parties.”

RECITALS:

WHEREAS, pursuant to a bareboat charter agreement dated 3 November 2020 in respect of the vessels Eco Bel Air and Eco Beverly Hills, with MIF II no. 7 K/S and MIF II no.8 K/S (collectively “Navigare”) (the “Bareboat Agreements”) and South California Inc. and Malibu Warrior Inc., fully owned subsidiaries of TOPS (collectively the “SPVs”), EJP has entered into certain Guarantee and Indemnity Agreements, each dated 3 November 2020 (collectively, the “Bareboat Charter Guarantees”), with Navigare, attached hereto as Exhibit A, pursuant to which EJP has agreed, among other things, to (i) guarantee the due and punctual performance of the obligations of the SPVs under the Bareboat Agreements, and (ii) indemnify Navigare for certain losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by Navigare arising out of, or in connection with, the payment obligations and liabilities of the SPVs, in each case, upon the terms and subject to the conditions set forth in the Bareboat Charter Guarantees; and

WHEREAS, in consideration for providing the Bareboat Charter Guarantees, TOPS has agreed, among other things, to indemnify EJP for any liability incurred by EJP under the Bareboat Charter Guarantees for the duration of the term of the Bareboat Charter Guarantees, all as more particularly set forth herein.

Capitalized terms used herein but not defined shall have the respective meanings given to them in the Bareboat Charter Guarantees.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:

1. TOPS hereby agrees to, and shall, pay and reimburse and be liable to EJP on demand for, and to indemnify and hold EJP harmless from and against, any and all payments, payment obligations, liabilities, losses, damages, claims, out-of-pocket costs, and expenses (including attorneys’ fees and other third-party expenses, including, without limitation, any fees, costs or expenses incurred in connection with enforcing this Agreement) which EJP may incur, directly or indirectly, as a result of, related to, or connected with, the performance of any or all of his obligations under the Bareboat Charter Guarantees (collectively, “Losses”).

2. In the event that any sums are paid by EJP under or on account of the Bareboat Charter Guarantee, EJP shall be entitled, upon written notice to TOPS, to immediate reimbursement from TOPS, subject to the terms of this Agreement.

3. All notices, requests, demands and other communications to any Party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission, electronic transmission or similar writing) and shall be given to the address, facsimile number or email address as such Party may hereafter specify for the purpose by notice to each other Party hereto.

4. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and each of the undersigned Parties hereby waives and covenants to not assert any defense in the nature of splitting of causes of action or merger of judgments.  In no event shall any provisions of this Agreement be deemed to be a waiver of or to be in lieu of any right or claim, including without limitation any right of contribution or other right of recovery, that any Party to this Agreement might otherwise have against any other Party to this Agreement.  If any term of this Agreement or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application of such term shall not be affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.

5. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided to the Parties hereto by law or by any other agreement to which the Parties are bound.

6. This Agreement shall be binding upon each of the Parties and each Party’s respective executors, heirs, successors and assigns (including, without limitation, any entity or entities that are their respective corporate, partnership or other successors and assigns) and shall inure to the benefit of each of the Parties and its respective estate, executors, heirs, successors and assigns.

7. This Agreement shall terminate upon expiry of the Bareboat Charter Guarantees.

8. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York.

9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above.

Evangelos Pistiolis
Evangelos Pistiolis
Top Ships Inc
By:
Name:	Alexandros Tsirikos
Title:	CFO/Director

Exhibit A

[Bareboat Charter Guarantees]

EX-4.39

Exhibit 4.39

AGREEMENT

This agreement (this “Agreement”), dated as of November 2, 2020, is being entered into by and between Evangelos Pistiolis (“EJP”) and TOP Ships Inc., a Marshall Islands corporation (“TOPS”).  EJP and TOPS are sometimes individually referred to in this Agreement as a “Party” and collectively, the “Parties.”

RECITALS

WHEREAS, TOPS has entered into bareboat charter agreements, dated November 3, 2020, with respect to the vessels Eco Bel Air and Eco Beverly Hills, with MIF II no. 7 K/S and MIF II no. 8 K/S (collectively “Navigare”) (the “Bareboat Agreements”) and South California Inc. and Malibu Warrior Inc., fully owned subsidiaries of TOPS (collectively the “SPVs”);

WHEREAS, in connection with the Bareboat Agreements, EJP has agreed to (i) guarantee the due and punctual performance of the obligations of the SPVs under the Bareboat Agreements and (ii) indemnify Navigare for certain losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by Navigare arising out of, or in connection with, the payment obligations and liabilities of the SPVs, in each case, upon the terms and subject to the conditions set forth in the Guarantee and Indemnity Agreements (the “Bareboat Charter Guarantees”), in substantially the form attached hereto as Exhibit A;

WHEREAS, in consideration for providing the Bareboat Charter Guarantees, TOPS shall (i) indemnify EJP for any liability incurred by EJP under the Bareboat Charter Guarantees and (ii) amend the Certificate of Designation setting forth the terms of TOPS’s Series D Preferred Stock, of which the Lax Trust, an irrevocable trust established for the benefit of certain family members of EJP, is the beneficial owner of all outstanding shares, to amend the terms of the voting rights provided thereby, which shall remain effective during the term of the Bareboat Charter Guarantees.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:

1. Bareboat Charter Guarantees. EJP hereby agrees to enter into the Bareboat Charter Guarantees.

2. Indemnity. TOPS hereby agrees to indemnify EJP for any liability incurred by EJP under the Bareboat Charter Guarantees pursuant to an Indemnity Agreement to be entered into by and between EJP and TOPS, in substantially the form attached hereto as Exhibit B.

3. Voting Power. TOPS hereby agrees to amend the Certificate of Designation governing the Series D Preferred Stock of TOPS to change the number of votes entitled to be cast per share, such that, during the term of the Bareboat Charter Guarantees and provided that the Lax Trust, directly or indirectly, owns or is the beneficial owner of all of the issued and outstanding shares of the Series D Preferred Stock, should the voting power of TOPS that is controlled by EJP and the Lax Trust, in aggregate (the “Combined Voting Power”), fall below a majority of the total voting power of TOPS (“Majority Voting Power”), then the votes per share of the Series D Preferred Stock shall be adjusted accordingly to ensure that the Combined Voting Power at any given time equals the Majority Voting Power, as more particularly set forth in the form of Amendment to the Certificate of Designation, attached hereto as Exhibit C.

4. Governing Law. This Agreement, and all claims or causes of action that may arise out of or relate to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which together will constitute one and the same agreement. A signed copy of this Agreement delivered by email, facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(Signature Page Follows)

IN WITESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

Evangelos Pistiolis
Evangelos Pistiolis
Top Ships Inc.
By:
Name:	Alexandros Tsirikos
Title:	CFO/Director

EX-8.1

Exhibit 8.1

List of Subsidiaries

Subsidiary	Jurisdiction of Incorporation
Top Tanker Management Inc.	Marshall Islands
Mytikas Shipping Company Limited	Marshall Islands
Lyndon International Co	Marshall Islands
Monte Carlo One Shipping Company Limited	Marshall Islands
Monte Carlo Seven Shipping Company Limited	Marshall Islands
Monte Carlo 37 Shipping Company Limited	Marshall Islands
Monte Carlo 39 Shipping Company Limited	Marshall Islands
Monte Carlo LAX Shipping Company Limited	Marshall Islands
Monte Carlo 71 Shipping Company Limited	Marshall Islands
Gramos Shipping Company Inc.	Marshall Islands
Style Maritime Ltd.	Marshall Islands
Jasmin Finance Limited	Marshall Islands
Astarte International Inc.	Marshall Islands
PCH77 Shipping Company Limited	Marshall Islands
Eco Seven Inc.	Marshall Islands
PCH Dreaming Inc.	Marshall Islands
South California Inc.	Marshall Islands
Malibu Warrior Inc.	Marshall Islands
Santa Catalina Inc.	Marshall Islands
Santa Monica Marine Inc.	Marshall Islands
Augustus Enterprises Inc.	Marshall Islands
Roman Empire Inc.	Marshall Islands
Athenean Empire Inc.	Marshall Islands
Eco Oceano Ca Inc.	Marshall Islands

EX-12.1

Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, Evangelos J. Pistiolis, certify that:

1. I have reviewed this annual report on Form 20-F of Top Ships Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: April 23, 2021

/s/ Evangelos J. Pistiolis

Evangelos J. Pistiolis

Chief Executive Officer

(Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Alexandros Tsirikos, certify that:

1. I have reviewed this annual report on Form 20-F of Top Ships Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: April 23, 2021

/s/ Alexandros Tsirikos

Alexandros Tsirikos

Chief Financial Officer

(Principal Financial Officer)

EX-13.1

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Top Ships Inc. (the "Company") on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Evangelos J. Pistiolis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: April 23, 2021

/s/ Evangelos J. Pistiolis

Evangelos J. Pistiolis

Chief Executive Officer

(Principal Executive Officer)

EX-13.2

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Top Ships Inc. (the "Company") on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Alexandros Tsirikos, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: April 23, 2021

/s/ Alexandros Tsirikos

Alexandros Tsirikos

Chief Financial Officer

(Principal Financial Officer)

EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-234281 on Form F-3 of our reports dated April 23, 2021, relating to the consolidated financial statements of Top Ships Inc. and the effectiveness of Top Ships Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of the year ended December 31, 2020.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

April 23, 2021

XML

Document And Entity Information	12 Months Ended
	Dec. 31, 2020 shares
Document Information [Line Items]
Entity Central Index Key	0001296484
Entity Registrant Name	TOP SHIPS INC.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Document Type	20-F
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Document Transition Report	false
Entity File Number	001-37889
Entity Incorporation, State or Country Code	1T
Entity Address, Address Line One	1 Vasilisis Sofias and Megalou Alexandrou Str
Entity Address, Postal Zip Code	15124
Entity Address, City or Town	Maroussi
Entity Address, Country	GR
Entity Common Stock, Shares Outstanding	39,831,972
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Shell Company Report	false
Document Registration Statement	false
Document Accounting Standard	U.S. GAAP
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	1 Vasilisis Sofias and Megalou Alexandrou Str
Entity Address, Postal Zip Code	15124
Entity Address, City or Town	Maroussi
Entity Address, Country	GR
City Area Code	210
Local Phone Number	812 8107
Contact Personnel Name	Alexandros Tsirikos
Preferred Stock Purchase Rights [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	TOPS
Security Exchange Name	NASDAQ

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 19,328	$ 4,412
Trade accounts receivable	0	642
Prepayments and other	904	628
Inventories	514	848
Assets held for sale (Note 4c, 14 and 19)	24,340	43,271
Non-current portion of derivative financial instruments (Note 14)	0	82
Restricted cash (Note 7)	0	859
Total current assets	45,086	50,742
FIXED ASSETS:
Advances for vessels under construction (Note 4a)	31,654	12,241
Vessels, net (Note 4b)	136,292	353,946
Right of use assets from operating leases (Note 6)	45,222	0
Other fixed assets, net	548	655
Total fixed assets	213,716	366,842
OTHER NON CURRENT ASSETS:
Restricted cash (Note 6 and 7)	4,000	8,000
Investments in unconsolidated joint ventures (Note 17)	28,230	19,306
Deposit asset (Note 19)	2,000	0
Total non-current assets	34,230	27,306
Total assets	293,032	444,890
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7)	5,324	16,908
Debt related to vessels held for sale (Note 7)	0	29,977
Due to related parties (Note 5)	5,159	16,592
Accounts payable	2,544	4,460
Accrued liabilities	959	4,030
Unearned revenue	2,074	3,337
Current portion of derivative financial instruments (Note 14)	66	113
Short-term lease liability	9,288	0
Total current liabilities	25,414	75,417
NON-CURRENT LIABILITIES:
Non-current portion of long term debt (Note 7)	99,295	262,122
Long-term lease liability	33,805	0
Non-current portion of derivative financial instruments (Note 14)	0	1,594
Other non-current liabilities	300	0
Total non-current liabilities	133,400	263,716
COMMITMENTS AND CONTINGENCIES (Note 8)	0	0
Total liabilities	158,814	339,133
MEZZANINE EQUITY:
Preferred stock; 15,724 and 11,264 Series E Shares issued and outstanding at December 31, 2019 and 2020 with $0.01 par value (Note 16)	13,517	18,083
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 100,000 Series D shares were outstanding at December 31, 2019 and 2020 (Note 9)	1	1
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 347,813 and 39,831,972 shares issued and outstanding at December 31, 2019 and 2020 (Note 9)	398	3
Additional paid-in capital	465,672	411,583
Accumulated deficit	(345,370)	(322,552)
Accumulated other comprehensive income	0	(1,361)
Total stockholders’ equity	120,701	87,674
Total liabilities, mezzanine equity and stockholders’ equity	293,032	444,890
Series E Preferred Stock [Member]
MEZZANINE EQUITY:
Preferred stock; 15,724 and 11,264 Series E Shares issued and outstanding at December 31, 2019 and 2020 with $0.01 par value (Note 16)	$ 13,517	$ 18,083

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	39,831,972	347,813
Common stock, shares outstanding (in shares)	39,831,972	347,813
Series E Preferred Stock [Member]
Preferred stock, series E shares, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, series E shares, issued (in shares)	11,264	15,724
Preferred stock, series E shares, outstanding (in shares)	11,264	15,724
Series D Preferred Stock [Member]
Preferred stock, shares outstanding (in shares)	100,000	100,000

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues (including $1,606, $1,311 and $0 respectively, from related party) (Note 18 & 5)	$ 60,222	$ 66,088	$ 41,048
EXPENSES:
Voyage expenses (including $511, $829 and $761 respectively, to related party) (Note 11)	1,994	3,038	1,020
Operating lease expense (Note 6)	755	7,054	0
Bareboat charter hire expenses	0	0	6,282
Amortization of prepaid bareboat charter hire	0	0	1,657
Vessel operating expenses (including $187, $247 and $60 respectively, to related party) (Note 11)	21,024	22,786	14,826
Dry-docking costs	356	399	0
Vessel depreciation (Note 4B)	13,174	12,392	6,390
Management fees-related parties (Note 5)	5,627	2,443	7,765
General and administrative expenses (including $2,400, $360 and $360 respectively, to related party)(Note 5)	1,932	1,730	6,997
Other operating loss (Note 15)	4,800	0	0
Loss on sale of vessels (Note 6 and 19)	12,355	0	0
Impairment on vessels (Note 4B)	0	12,310	0
Operating income/(loss)	(1,795)	3,936	(3,889)
OTHER EXPENSES:
Interest and finance costs (including $1,053, $948 and $0 respectively, to related party) (Note 12)	(20,956)	(18,077)	(9,662)
Gain/(Loss) on derivative financial instruments (Note 14)	(814)	1,601	1,821
Interest income	34	133	130
Other, net	0	0	180
Equity gain in unconsolidated joint ventures	713	778	291
Impairment on unconsolidated joint ventures (Note 17)	0	(3,144)	0
Total other expenses, net	(21,023)	(18,709)	(7,240)
Net loss	(22,818)	(14,773)	(11,129)
Less: Deemed dividend for beneficial conversion feature of Series E Shares (Note 16)	(1,067)	(9,339)	0
Less: Deemed dividend equivalents on Series E Shares related to redemption value (Note 16)	(3,099)	(4,227)	0
Less: Series E Shares Dividend (Note 16)	(1,796)	(2,650)	0
Net loss attributable to common shareholders	(28,780)	(30,989)	(11,129)
Common stock holders	(28,780)	(30,989)	(11,134)
Non-controlling interests	$ 0	$ 0	$ 5
Loss per common share, basic and diluted (Note 10) (in dollars per share)	$ (1.22)	$ (264.63)	$ (306.20)
Other comprehensive income
Effective portion of changes in fair value of interest swap contracts (Note 14)	$ 0	$ (1,361)	$ 0
Total other comprehensive loss	(28,780)	(32,350)	(11,134)
Common stock holders	(28,780)	(32,350)	(11,134)
Non-controlling interests	$ 0	$ 0	$ 5

XML

Consolidated Statements of Comprehensive Loss (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues from related parties	$ 0	$ 1,311	$ 1,606
Related-party general and administrative expenses	360	360	2,400
Interest and finance costs	0	948	1,053
Commissions on Charter Hire Agreements [Member]
Related party, transaction	761	829	511
Repairs and Maintenance [Member]
Related party, transaction	$ 60	$ 247	$ 187

XML

Consolidated Statements of Mezzanine and Stockholders' Equity - USD ($) $ in Thousands	Crede [Member] Mezzanine Equity [Member]	Crede [Member] Preferred Stock [Member]	Crede [Member] Common Stock [Member]	[1]	Crede [Member] Additional Paid-in Capital [Member]	[1]	Crede [Member] Retained Earnings [Member]	Crede [Member] Noncontrolling Interest [Member]	Crede [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Crede [Member]	Maxim [Member] Mezzanine Equity [Member]	Maxim [Member] Preferred Stock [Member]	Maxim [Member] Common Stock [Member]	[1]	Maxim [Member] Additional Paid-in Capital [Member]	[1]	Maxim [Member] Retained Earnings [Member]	Maxim [Member] Noncontrolling Interest [Member]	Maxim [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Maxim [Member]	Warrants Issued With the 2018 Common Stock Offering [Member] Mezzanine Equity [Member]	Warrants Issued With the 2018 Common Stock Offering [Member] Preferred Stock [Member]	Warrants Issued With the 2018 Common Stock Offering [Member] Common Stock [Member]	[1]	Warrants Issued With the 2018 Common Stock Offering [Member] Additional Paid-in Capital [Member]	[1]	Warrants Issued With the 2018 Common Stock Offering [Member] Retained Earnings [Member]	Warrants Issued With the 2018 Common Stock Offering [Member] Noncontrolling Interest [Member]	Warrants Issued With the 2018 Common Stock Offering [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Warrants Issued With the 2018 Common Stock Offering [Member]	The 2018 and 2014 Warrants [Member] Mezzanine Equity [Member]	The 2018 and 2014 Warrants [Member] Preferred Stock [Member]	The 2018 and 2014 Warrants [Member] Common Stock [Member]	[1]	The 2018 and 2014 Warrants [Member] Additional Paid-in Capital [Member]	[1]	The 2018 and 2014 Warrants [Member] Retained Earnings [Member]	The 2018 and 2014 Warrants [Member] Noncontrolling Interest [Member]	The 2018 and 2014 Warrants [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	The 2018 and 2014 Warrants [Member]	The 2018 Common Stock Offering [Member] Mezzanine Equity [Member]	The 2018 Common Stock Offering [Member] Preferred Stock [Member]	The 2018 Common Stock Offering [Member] Common Stock [Member]	[1]	The 2018 Common Stock Offering [Member] Additional Paid-in Capital [Member]	[1]	The 2018 Common Stock Offering [Member] Retained Earnings [Member]	The 2018 Common Stock Offering [Member] Noncontrolling Interest [Member]	The 2018 Common Stock Offering [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	The 2018 Common Stock Offering [Member]	September 2019 Common Stock Offering [Member] Mezzanine Equity [Member]	September 2019 Common Stock Offering [Member] Preferred Stock [Member]	September 2019 Common Stock Offering [Member] Common Stock [Member]	[1]	September 2019 Common Stock Offering [Member] Additional Paid-in Capital [Member]	[1]	September 2019 Common Stock Offering [Member] Retained Earnings [Member]	September 2019 Common Stock Offering [Member] Noncontrolling Interest [Member]	September 2019 Common Stock Offering [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	September 2019 Common Stock Offering [Member]	November 2019 Registered Direct Offering [Member] Mezzanine Equity [Member]	November 2019 Registered Direct Offering [Member] Preferred Stock [Member]	November 2019 Registered Direct Offering [Member] Common Stock [Member]	[1]	November 2019 Registered Direct Offering [Member] Additional Paid-in Capital [Member]	[1]	November 2019 Registered Direct Offering [Member] Retained Earnings [Member]	November 2019 Registered Direct Offering [Member] Noncontrolling Interest [Member]	November 2019 Registered Direct Offering [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	November 2019 Registered Direct Offering [Member]	Series E Convertible Preferred Stock [Member] Mezzanine Equity [Member]	Series E Convertible Preferred Stock [Member] Preferred Stock [Member]	Series E Convertible Preferred Stock [Member] Common Stock [Member]	[1]	Series E Convertible Preferred Stock [Member] Additional Paid-in Capital [Member]	[1]	Series E Convertible Preferred Stock [Member] Retained Earnings [Member]	Series E Convertible Preferred Stock [Member] Noncontrolling Interest [Member]	Series E Convertible Preferred Stock [Member] AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Series E Convertible Preferred Stock [Member]	Mezzanine Equity [Member]	Preferred Stock [Member]	Common Stock [Member]	[1]	Additional Paid-in Capital [Member]	[1]	Retained Earnings [Member]	Noncontrolling Interest [Member]	AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Total
Balance (in shares) at Dec. 31, 2017																																																																																	0	100,000	17,847
Balance at Dec. 31, 2017																																																																																	$ 0	$ 1	$ 0		$ 402,733		$ (296,645)	$ 1,185	$ 0	$ 107,274
Net loss																																																																																		0	0		0		(11,134)	5		(11,129)
Issuance of stock (in shares)		0	16,100									0	4,981																													0	4,000
Issuance of stock		$ 0	$ 0		$ 14,788		$ 0	$ 0		$ 14,789		$ 0	$ 0		$ 2,614		$ 0	$ 0		$ 2,614																						$ 0	$ 0		$ 2,721		$ 0	$ 0		$ 2,721
Issuance of common stock due to exercise of warrants (in shares)																						0	3,106
Issuance of common stock due to exercise of warrants																						$ 0	$ 0		$ 2,178		$ 0	$ 0		$ 2,178
Purchase of 10% of M/T Stenaweco Elegance																																																																																		0	0		0		0	(1,190)		(1,190)
Stock-based compensation																																																																																		0	0		(34)		0	0		(34)
Family Trading facility beneficial conversion feature																																																																																		0	0		15,028		0	0		15,028
Elimination of beneficial conversion feature with debt extinguishment																																																																																		0	0		(3,451)		0	0		(3,451)
Deemed dividend due to debt extinguishment of FT facility																																																																																		0	0		(2,258)		0	0		(2,258)
Excess of consideration over acquired assets																																																																																		$ 0	$ 0		(22,260)		0	0		(22,260)
Other comprehensive loss																																																																																										0
Balance (in shares) at Dec. 31, 2018																																																																																	0	100,000	46,034
Balance at Dec. 31, 2018																																																																																	$ 0	$ 1	$ 0		412,059		(307,779)	0	0	104,281
Balance (in shares) at Dec. 31, 2017																																																																																	0	100,000	17,847
Balance at Dec. 31, 2017																																																																																	$ 0	$ 1	$ 0		402,733		(296,645)	1,185	0	107,274
Issuance of common stock due to exercise of warrants (in shares)																														7,000
Balance (in shares) at Dec. 31, 2019																																																																																	15,724	100,000	347,813
Balance at Dec. 31, 2019																																																																																	$ 18,083	$ 1	$ 3		411,583		(322,552)	0	(1,361)	87,674
Balance (in shares) at Dec. 31, 2018																																																																																	0	100,000	46,034
Balance at Dec. 31, 2018																																																																																	$ 0	$ 1	$ 0		412,059		(307,779)	0	0	104,281
Net loss																																																																																		0	0		0		(14,773)	0	0	(14,773)
Issuance of stock (in shares)																																																					116,404										168,000
Issuance of stock																																																					$ 1		$ 9,288					$ 9,289			$ 2		$ 7,640					$ 7,642
Issuance of common stock due to exercise of warrants (in shares)																																	17,375
Issuance of common stock due to exercise of warrants																																	$ 0		$ 4,454					$ 4,454
Stock-based compensation																																																																																					(34)					(34)
Excess of consideration over acquired assets																																																																																					(6,701)					(6,701)
Initial measurement of Class B Warrants (Note 14)																																																																																					(997)					(997)
Issuance of Series E Shares (Note 16) (in shares)																																																																							28,158
Issuance of Series E Shares (Note 16)																																																																							$ 28,158									$ 0
Redemptions on Series E Shares (Note 16) (in shares)																																																																																	(12,434)
Redemptions on Series E Shares (Note 16)																																																																																	$ (14,302)									0
Deemed dividend for Series E (Note 16)																																																																																	9,339									0
Deemed dividend for Series E as part of exchange																																																																																					(9,570)					(9,570)
Deemed dividend equivalents on Series E Shares issued during the period related to redemption value (Note 16)																																																																																	4,227				(4,227)					(4,227)
Repurchase of beneficial conversion feature with debt extinguishment																																																																																					(8,518)					(8,518)
Beneficial conversion feature of Series E convertible perpetual preferred stock (Note 16)																																																																																	(9,339)				9,339					9,339
Series E Dividends 2019 (Note 16)																																																																																					(2,650)					(2,650)
Reversal of equity offering costs accrued not payable																																																																																					1,500					1,500
Other comprehensive loss																																																																																									(1,361)	(1,361)
Reversal of Other comprehensive loss (Note 14)																																																																																										(1,361)
Balance (in shares) at Dec. 31, 2019																																																																																	15,724	100,000	347,813
Balance at Dec. 31, 2019																																																																																	$ 18,083	$ 1	$ 3		411,583		(322,552)	0	(1,361)	87,674
Net loss																																																																																							(22,818)			(22,818)
Issuance of stock (in shares)																																																																																			39,416,959
Issuance of stock																																																																																			$ 394		120,784					121,178
Stock-based compensation																																																																																					(34)					(34)
Excess of consideration over acquired assets																																																																																					(62,000)					(62,000)
Issuance of Series E Shares (Note 16) (in shares)																																																																																	14,350
Issuance of Series E Shares (Note 16)																																																																																	$ 14,350									0
Redemptions on Series E Shares (Note 16) (in shares)																																																																																	(21,364)
Redemptions on Series E Shares (Note 16)																																																																																	$ (24,569)									0
Deemed dividend equivalents on Series E Shares issued during the period related to redemption value (Note 16)																																																																																	3,099				(3,099)					(3,099)
Beneficial conversion feature of Series E convertible perpetual preferred stock (Note 16)																																																																																	(1,067)				1,067					1,067
Series E Dividends 2019 (Note 16)																																																																																					(1,796)					(1,796)
Reversal of equity offering costs accrued not payable																																																																																					235					235
Other comprehensive loss																																																																																										0
Cashless exercises of Class A Warrants (Note 9) (in shares)																																																																																			67,200
Cashless exercises of Class A Warrants (Note 9)																																																																																			$ 1		(1)					0
Dividends of Series E shares (Note 16) (in shares)																																																																																	2,554
Dividends of Series E shares (Note 16)																																																																																	$ 2,554
Dividends of Series E shares (Note 16) (in shares)																																																																																	(2,554)
Deemed dividend related to beneficial conversion feature of Series E Shares																																																																																	$ 1,067				(1,067)					(1,067)
Reversal of Other comprehensive loss (Note 14)																																																																																									1,361	1,361
Balance (in shares) at Dec. 31, 2020																																																																																	11,264	100,000	39,831,972
Balance at Dec. 31, 2020																																																																																	$ 13,517	$ 1	$ 398		$ 465,672		$ (345,370)	$ 0	$ 0	$ 120,701

[1] Adjusted to reflect the reverse stock split effected in August 2020 (see Note 1 and 9)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (22,818)	$ (14,773)	$ (11,129)
Adjustments to reconcile net loss to net cash provided by operating activities:
Vessel depreciation	13,174	12,392	6,390
Other fixed assets depreciation	36	50	373
Equity (gains) in unconsolidated joint ventures	(713)	(778)	(291)
Amortization and write off of deferred financing costs	6,311	1,812	1,305
Amortization of debt discount	0	324	2,504
Stock-based compensation expense	(34)	(34)	(34)
Change in fair value of derivative financial instruments	790	(1,457)	(1,821)
Write-off of short term debt	0	0	(180)
Non-cash operating lease expense	(123)	1,478	0
Amortization of prepaid bareboat charter hire	0	0	1,657
Impairment on unconsolidated joint ventures	(0)	3,144	(0)
Impairment on vessels	0	12,310	0
Loss on sale of other fixed assets	36	0	0
Loss on sale of vessels	12,355	0	0
(Increase)/Decrease in:
Trade accounts receivable	642	173	(194)
Inventories	334	(385)	58
Prepayments and other	(198)	180	(380)
Due from related parties	0	75	(75)
Due to related parties	2,097	(1,781)	2,621
Accounts payable	(2,083)	1,462	695
Other non-current liabilities	300	0	0
Accrued liabilities	(2,803)	1,665	203
Unearned revenue	(1,263)	3,337	(986)
Net Cash provided by Operating Activities	6,040	19,194	716
Cash Flows used in Investing Activities:
Advances for vessels under construction and capitalized expenses	(120,858)	(155,090)	(63,555)
Vessel acquisitions	0	(48,140)	0
Purchase of 10% of M/T Stenaweco Elegance	0	0	(1,190)
Net proceeds from vessel sales	310,016	0	0
(Acquisitions) / Sales of other fixed assets, net	35	(36)	0
Net Cash (used in)/Provided by Investing Activities	181,294	(203,266)	(68,426)
Cash Flows from Financing Activities:
Proceeds from debt	60,200	252,969	28,500
Proceeds from short-term debt	0	6,760	32,783
Proceeds from related party debt	0	0	26,152
Principal payments and prepayments of debt	(269,621)	(50,466)	(10,221)
Redemption of Series E Shares	(24,568)	(14,302)	0
Prepayment of related party debt	0	0	(1,408)
Prepayment of short term debt	0	(20,280)	(8,993)
Prepayment of short term Notes	0	0	(5,656)
Consideration paid in excess of purchase price over book value of vessels	(60,850)	0	(22,260)
Proceeds from issuance of common stock	129,660	18,892	5,781
Proceeds from warrant exercises	0	4,619	2,330
Equity offering issuance costs	(8,868)	(1,859)	(536)
Payment of financing costs	(1,851)	(6,647)	(1,713)
Derivative financial instrument termination payments	(1,379)	(5)	0
Net Cash provided by/(used in) Financing Activities	(177,277)	189,681	44,759
Net (decrease)/increase in cash and cash equivalents and restricted cash	10,057	5,609	(22,951)
Cash and cash equivalents and restricted cash at beginning of year	13,271	7,662	30,613	$ 30,613
Cash and cash equivalents and restricted cash at end of the year	23,328	13,271	7,662	13,271
Cash breakdown
Cash and cash equivalents	19,328	4,412	57	4,412
Restricted cash, current	0	859	1,290	859
Restricted cash, non-current	4,000	8,000	6,315	$ 8,000
SUPPLEMENTAL CASH FLOW INFORMATION
Capital expenditures included in Accounts payable/Accrued liabilities/Due to related parties	388	533	555
Interest paid, net of capitalized interest	18,309	14,866	6,322
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties	23	759	2,109
Equity issuance costs included in liabilities	0	386	117
Unpaid Excess of consideration over carrying value of acquired assets included in Due to Related Parties (Note 1)	1,150	6,701	0
Elimination of beneficial conversion feature with debt extinguishment	0	0	3,451
Beneficial conversion feature of Series E perpetual convertible preferred stock (Note 16)	1,067	9,339	0
Settlement of related party debt, interest, finance fees, Excess consideration over acquired assets, capital expenditures and dividends with issuance of Series E Shares (Note 16)	16,904	28,158	0
Dividends payable included in Due to related parties (Note 16)	864	1,621	0
Transfer of right of use asset balances after operating lease termination to Vessels, net	0	3,800	0
Carrying value of net assets of companies acquired (Note 1)	0	7,649	0
Reversal of equity offering costs not payable	235	1,500	0
Prepaid rent of Navigare Lease included in initial measurement	2,006	0	0
Deemed dividend equivalents on Series E Shares related to redemption value (Note 16)	2,253	2,359	0
Equity Offering of Common Stock to Settle Notes [Member]
SUPPLEMENTAL CASH FLOW INFORMATION
Settlement of notes with common stock issued	0	0	14,811
The 2017 Joint Venture [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment on unconsolidated joint ventures		3,144
Cash Flows used in Investing Activities:
Investments in unconsolidated joint ventures (2017 Joint Venture – see Note 17)	19,555	0	(3,681)
The 2020 Joint Venture [Member]
Cash Flows used in Investing Activities:
Investments in unconsolidated joint ventures (2020 Joint Venture – see Note 17)	$ (27,454)	$ 0	$ 0

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Note 1 - Basis of Presentation and General Information

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of Top Ships Inc. (formerly Top Tankers Inc. and Ocean Holdings Inc.) and its wholly owned subsidiaries (collectively the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products and chemicals transportation services.

As of December 31, 2020, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these consolidated financial statements as well as intermediary companies that own shipowning companies that are 100% subsidiaries of the Company.

Companies	Date of Incorporation	Country of Incorporation	Activity
Top Tanker Management Inc.	May 2004	Marshall Islands	Management company

	Wholly owned Shipowning Companies (“SPC”) with vessels in operation during years ended December 31, 2018, 2019 and 2020	Date of Incorporation	Country of Incorporation	Vessel	Delivery Date
1	Monte Carlo 71 Shipping Company Limited	June 2014	Marshall Islands	M/T Stenaweco Energy	July 2014 (sold in 2020)
2	Monte Carlo One Shipping Company Ltd	June 2012	Marshall Islands	M/T Stenaweco Evolution	March 2015 (sold in 2020)
3	Monte Carlo Seven Shipping Company Limited	April 2013	Marshall Islands	M/T Stenaweco Excellence	May 2016 (sold in 2020)
4	Monte Carlo Lax Shipping Company Limited	May 2013	Marshall Islands	M/T Nord Valiant	August 2016
5	Monte Carlo 37 Shipping Company Limited	September 2013	Marshall Islands	M/T Eco Fleet	July 2015 (sold in 2020)
6	Monte Carlo 39 Shipping Company Limited	December 2013	Marshall Islands	M/T Eco Revolution	January 2016 (sold in 2020)
7	Eco Seven Inc.	February 2017	Marshall Islands	M/T Stenaweco Elegance	February 2017 (sold in 2020)
8	Astarte International Inc.	April 2017	Marshall Islands	M/T Eco Palm Desert	September 2018 (sold in 2020)
9	PCH77 Shipping Company Limited	September 2017	Marshall Islands	M/T Eco California	January 2019 (sold in 2020)
10	PCH Dreaming Inc.	January 2018	Marshall Islands	M/T Eco Marina Del Ray	March 2019
11	South California Inc.	January 2018	Marshall Islands	M/T Eco Bel Air	April 2019 (sold in 2020)
12	Malibu Warrior Inc.	January 2018	Marshall Islands	M/T Eco Beverly Hills	May 2019 (sold in 2020)
13	Santa Catalina Inc.	December 2018	Marshall Islands	M/T Eco Los Angeles	February 2020
14	Santa Monica Marine Inc.	December 2018	Marshall Islands	M/T Eco City of Angels	February 2020

	Wholly owned SPCs with vessels under construction during year ended December 31, 2020	Date of Incorporation	Country of Incorporation	Vessel	Scheduled delivery date
15	Trajan Investments Inc.	July, 2019	Marshall Islands	Eco Van Nuys (Hull No 2789)	February 21
16	Hadrian Investments Inc.	July, 2019	Marshall Islands	Eco Santa Monica (Hull No 2790)	February 21
17	Julius Caesar Investments Inc.	July, 2019	Marshall Islands	Eco Venice Beach (Hull No 2791)	March 21
18	Roman Empire Inc.	February, 2020	Marshall Islands	Eco West Coast (Hull No 865)	March 21
19	Athenean Empire Inc.	February, 2020	Marshall Islands	Eco Malibu (Hull No 866)	May 21

As of December 31, 2018, 2019 and 2020, the Company was the owner of 50% of outstanding shares of the following companies.

	SPC	Date of Incorporation	Country of Incorporation	Vessel	Built Date
1	City of Athens Pte. Ltd.	November 2016	Singapore	M/T Eco Holmby Hills	March 2018 (sold in 2020)
2	Eco Nine Pte. Ltd.	March 2015	Singapore	M/T Eco Palm Springs	May 2018 (sold in 2020)
3	California 19 Inc.	May 2019	Marshall Islands	M/T Eco Yosemite Park	March 2020
4	California 20 Inc.	May 2019	Marshall Islands	M/T Eco Joshua Park	March 2020

On January 31, 2018 the Company acquired:

a. 100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that had entered into a new building contract for a high specification 50,000 dwt Medium Range (“MR”) product/chemical tanker (M/T Eco Marina Del Ray or Hull No 8242) under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea which was delivered in March 2019. The Company acquired the shares from an entity affiliated with the Company’s Chief Executive Officer, Director and President, Mr. Evangelos J. Pistiolis, for an aggregate purchase price of $3,950. The transaction specified that following its delivery, the vessel was going to enter into a time charter with an entity affiliated with the seller for a firm duration of one year at a gross daily rate of $16,000, with a charterer’s option to extend for two additional years at $17,000 and $18,000, respectively. In June 2018 the Company cancelled without penalty the abovementioned time charter and entered into a new 5 year time charter with Cargill International SA (“Cargill”) at a gross daily rate of $15,100.

b. 100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that had entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier (M/T Eco Bel Air or Hull No 874) under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea which was for delivery during April 2019. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis for an aggregate purchase price of $8,950. The transaction specified that following its delivery, the vessel was going to enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer’s option to extend for two additional years at $26,000 and $27,000, respectively. In June 2018 the Company cancelled without penalty the abovementioned time charter and entered into a new 3 year time charter with BP Shipping Limited at a gross daily rate of $24,500, with a charterer’s option to extend for two additional years at $28,000 and $29,500, respectively.

c. 100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that had entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier (M/T Beverly Hills or Hull No 875) under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea which was for delivery during May 2019. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis for an aggregate purchase price of $8,950. The transaction specified that following its delivery, the vessel was going to enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer’s option to extend for two additional years at $26,000 and $27,000, respectively. In June 2018 the Company cancelled without penalty the abovementioned time charter and entered into a new 3 year time charter with BP Shipping Limited at a gross daily rate of $24,500, with a charterer’s option to extend for two additional years at $28,000 and $29,500, respectively.

d. 10% of the issued and outstanding shares of Eco Seven Inc., the owner of M/T Stenaweco Elegance. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis for an aggregate purchase price of $1,600. As a result of that transaction the Company became the owner of 100% of the issued and outstanding shares of Eco Seven Inc.

On December 18, 2019 the Company acquired 100% of the issued and outstanding shares of Santa Catalina Inc. and Santa Monica Inc. two Marshall Islands companies that had entered into new building contracts for two high specification 50,000 dwt Medium Range (“MR”) product/chemical tankers (M/T Eco Los Angeles and M/T Eco City of Angels) under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea which were delivered in February 2020. The Company acquired the shares from an entity affiliated with Mr. Evangelos J. Pistiolis, for an aggregate purchase price of $14,350, of which $7,515 was paid upon purchase of the vessel owning companies and the remaining $6,835 was paid upon delivery of the vessels from the shipyard. The transaction specified that following each vessel’s delivery, each vessel was going to enter into a time charter with Trafigura Maritime Logistics Pte Ltd (“Trafigura”) for a firm duration of three years at a gross daily rate of $17,500, with a charterer’s option to extend for two additional years at $18,750 and $20,000, respectively. Both acquired companies had already advanced $7,515 of shipyard installments and $134 of capitalized expenses for the construction of said newbuilding vessels.

On May 6, 2020, the Company acquired for $18,000 from a company affiliated with Mr. Evangelos J. Pistiolis a 100% ownership interest in three Marshall Island companies that each had a newbuilding contract for the construction of one scrubber-fitted 50,000 dwt eco MR product/chemical tanker, all currently under construction in Hyundai Mipo shipyard in South Korea, with attached time charters. The vessels, M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) are scheduled to be delivered in the first quarter of 2021. Each of the three product tankers have time charters with Central Tankers Chartering Inc, a company affiliated with Mr. Evangelos J. Pistiolis, for a firm term of five years at a gross daily rate of $16,200, with a charterer’s option to extend for two additional years at $17,200 and $18,200, respectively (Note 5). Of the consideration payable, $16,850 was paid in the year ended December 31, 2020 and the remaining $1,150 is due on the vessels’ delivery date and is included in Due to related parties in the accompanying consolidated balance sheets.

On May 28, 2020, the Company acquired for $22,000 from a company affiliated with Mr. Evangelos J. Pistiolis, or the Suezmax Seller, a 50% ownership interest in two Marshall Island companies (the “SPVs”) that each had a newbuilding contract for the construction of one scrubber-fitted 157,000 dwt eco Suezmax tanker, M/T Eco West Coast (Hull No 865) and M/T Eco Malibu (Hull No 866) under construction in Hyundai Heavy Industries shipyard in South Korea, with attached time charters. The M/T Eco West Coast was delivered on March 26, 2021 and commenced its time charter upon delivery. The M/T Eco Malibu is scheduled to be delivered in May 2021. The Company had the option to acquire the other 50% ownership interest in both vessels from the Seller at the same price until July 15, 2020. On June 18, 2020, the Company exercised both purchase options for a consideration of $22,000. Upon their delivery, both vessels will enter into time charters with Clearlake Shipping Pte Ltd., for a firm term of three years at a gross daily rate of $33,950, with a charterer’s option to extend for two additional years at $34,750 and $36,750, respectively. The full amount of the consideration was paid in the year ended December 31, 2020.

Each of the abovementioned acquisitions was approved by a special committee of the Company's board of directors (the “Special Committee”), of which all of the directors were independent and for each acquisition the Special Committee obtained a fairness opinion relating to the consideration of each transaction from an independent financial advisor. The Company accounted for the abovementioned acquisitions as a transfer of assets between entities under common control and has recognized the vessels at their historical carrying amounts at the date of transfer.

The amount of the consideration given in excess of the historical carrying value of the net assets acquired is recognized as a reduction to the Company’s additional paid in capital and presented as Excess of consideration over the carrying value of acquired assets in the Company’s consolidated statement of stockholders' equity for the twelve months ended December 31, 2018, 2019 and 2020 respectively. An analysis of the consideration paid is presented in the table below:

As of December 31,	2018		2019		2020
Consideration in cash		23,450		14,350		62,000
Less: Carrying value of net assets of companies acquired		1,190		7,649		-
Excess of consideration over acquired assets		22,260		6,701		62,000

On March 11, 2020, the World Health Organization declared the recent novel coronavirus (“COVID-19”) outbreak a pandemic. In response to the pandemic, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the pandemic, such as quarantines and travel restrictions. Such measures have caused and will likely continue to cause severe trade disruptions. During the year ended December 31, 2020 we encountered certain prolonged delays embarking and disembarking crew onto our ships as a result of restrictions at ports placed by various countries due to COVID-19 resulting to an increase in off-hire days or approximately $487 reduction in revenue and a slight increase in operating expenses relating to crew.

The extent to which COVID-19 will impact the Company's future results of operations and financial condition, including possible vessel impairments, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the additional actions to contain or treat its impact, among others the distribution of the vaccine.

On August 10, 2020 the Company effected a 1-for-25 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares and the Class B Warrants, or the number of votes of the Company’s Series D Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company's warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-25 reverse stock split.

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Note 2 - Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. Significant Accounting Policies:

(a) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts and operating results of Top Ships Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation. Non-controlling interests are stated at the non-controlling interest’s proportion of the net assets of the subsidiaries where the Company has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased or decreased by the non-controlling interest’s share of subsequent changes in the equity of such subsidiaries. Total comprehensive income is attributed to a non-controlling interest even if this results in a deficit balance. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions and the carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect these changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

(b) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates mainly include impairment of vessels, vessel useful lives and residual values and fair values of derivative instruments. Actual results may differ from these estimates.

(c) Foreign Currency Translation: The Company’s functional currency is the U.S. Dollar because all vessels operate in international shipping markets, and therefore primarily transact business in U.S. Dollars. The Company’s books of account are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies are translated to U.S. Dollars based on the year-end exchange rates and any gains and losses are included in the statement of comprehensive loss.

(d) Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(e) Restricted Cash: The Company considers amounts that are pledged, blocked, held as cash collateral, required to be maintained with a specific bank or be maintained by the Company as minimum cash under the terms of a loan agreement, as restricted and these amounts are presented separately on the balance sheets. In the event original maturities are shorter than twelve months, such deposits are presented as current assets while if original maturities are longer than twelve months, such deposits are presented as non-current assets.

(f) Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date, includes estimated recoveries from charterers for hire billings, net of a provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually, combined with the application of a historical recoverability ratio, for purposes of determining the appropriate provision for doubtful accounts. The Company assessed that it had no potentially uncollectible accounts and hence formed no provision for doubtful accounts at December 31, 2019 and 2020 respectively.

(g) Inventories: Inventories consist of lubricants and paints on board the vessels. Inventories are stated at the lower of cost and net realizable value. Cost, which consists of the purchase price, is determined by the first in, first out method.

(h) Vessel Cost: Vessels are stated at cost, which consists of the contract price, pre-delivery costs and capitalized interest incurred during the construction of new building vessels, and any material expenses incurred upon acquisition (improvements and delivery costs). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are charged to expense as incurred and are included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss.

(i) Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of the Company’s long lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans, declines in the fair market value of vessels and overall market conditions. If there are indications for impairment present, the Company determines undiscounted projected net operating cash flows for each vessel and compares it to the vessel's carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value, and the difference is recognized as an impairment loss. The impairment tests the Company conducted as of December 31, 2020, showed that there are no impairment indications for any of the vessels held for use in the Company’s fleet.

(j) Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, of $300 per lightweight ton. Management estimates the useful life of the Company's vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.

(k) Long Lived Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (a) management, having the authority to approve the action, commits to a plan to sell the asset, (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale. 

Long-lived assets previously classified as held for sale that are classified as held and used are revalued at the lower of (a) the carrying amount of the asset before it was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified as held and used and (b) the fair value of the asset at the date that the Company decided not to sell the asset.

(l) Other Fixed Assets, Net: Other fixed assets, net, consist of furniture, office equipment, and cars, stated at cost, which consists of the purchase/contract price less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets as presented below:

Description	Useful Life (years)
Cars	6
Office equipment	5
Furniture and fittings	5
Computer equipment	3

(m) Accounting for Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.

(n) Financing Costs: Fees incurred and paid to the lenders for obtaining new loans or refinancing existing ones are recorded as a contra to debt and such fees are amortized to interest and finance costs over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are expensed when a repayment or refinancing is made and charged to interest and finance costs.

(o) Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable monthly in advance. Time charter revenue is only recognized when an agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured. Revenue is shown net of address commissions, if applicable, payable directly to charterers under the relevant charter agreements. Address commissions represent a common market practice discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Commissions on time charter revenues are recognized on a pro rata basis over the duration of the period.

On adoption of ASC 842, the Company determined that all time charter-out contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company as lessor, does not have substantive substitution rights; and (iii) the charterer, as lessee, has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. The Company’s accounting for time charter out contracts was not impacted by the adoption of ASC 842 as the accounting is consistent with the Company’s prior policy.

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any off-hire period.  Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. The Company elected to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components (included in the daily hire rate) is the same and (ii) the lease component would be classified as an operating lease. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time. Under a time charter agreement, vessel operating expenses such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses and broker’s commissions are paid by the vessel owner, whereas voyage expenses such as bunkers, port expenses, agents’ fees, and extra war risk insurance are paid by the charterer. Vessel operating expenses are expensed as incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to periods after December 31 of each year.

When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company allocates the total cost between the vessel and the fair value of the attached time charter based on the relative fair values of the vessel and time charter acquired. The fair value of the attached time charter is computed as the present value of the difference between the contractual amount to be received over the term of the time charter and management’s estimates of the market time charter rate at the time of acquisition. The fair value of below or above market time charter is recognized as a liability or an intangible asset respectively and is amortized over the remaining period of the time charter as an increase or decrease to revenues.

Where the time charter contains a profit or loss sharing arrangement, the profit or loss is recognized based on amounts earned or incurred as of the reporting date.

The Company pays commissions to ship brokers and to the Company’s fleet manager (Note 5), a related party affiliated with the family of Mr. Evangelos J. Pistiolis , associated with arranging the Company’s charters. These brokers’ commissions are recognized over the related charter period and are included in voyage expenses.

Voyage charters

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. Demurrage revenue is recognized starting from the point that is determined that the amount can be estimated and its collection is probable and on a straight line basis until the end of the voyage. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue and is recognized as the performance obligation is satisfied. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight- line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company, as the shipowner, retains the control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

In a voyage charter contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulfillment costs because (1) incurred to fulfill a contract that the Company can specifically identify, (2) able to generate or enhance resources of the Company that will be used to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. The costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are amortized on a straight-line basis as the related performance obligations are satisfied.

(p) Stock Incentive Plan: All share-based compensation related to the grant of restricted and/or unrestricted shares provided to employees and to non-employee directors as well as to third party consultants and service providers for their services provided is included in “general and administrative expenses” in the consolidated statements of comprehensive loss. The shares that do not contain any future service vesting conditions are considered vested shares and recognized in full on the grant date. The shares that contain a time-based service vesting condition are considered non-vested shares on the grant date and recognized on a straight-line basis over the vesting period. The shares granted to employees or directors and to non-employees, vested and non-vested, are measured at fair value which is equal to the market value of the Company’s common stock on the grant date.

(q) Earnings / (Loss) per Share: Basic earnings/(loss) per share are computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes the incremental shares assumed issued under the treasury stock method weighted for the period the non-vested shares were outstanding. The computation of diluted earnings per share also reflects the potential dilution that could occur if warrants to issue common stock were exercised, to the extent that they are dilutive, using the treasury stock method, the potential dilution that could occur if convertible preferred stock were converted, using the if-converted method as well as the potential dilution that could occur if the Company completed all sales pursuant to common stock purchase agreements, using the if-converted method. Finally net income or loss available to common stockholders is reduced to reflect any deemed dividends on convertible preferred stock, weighted for the period the convertible preferred shares were outstanding.

(r) Derivatives and Hedging, Hedge Accounting: The Company records every derivative instrument (including certain derivative instruments embedded in other contracts) on the balance sheet as either an asset or liability measured at its fair value, with changes in the derivatives' fair value recognized in earnings unless specific hedge accounting criteria are met.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. Contracts which meet the criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income” in equity, while the ineffective portion, if any, is recognized immediately in current period earnings. The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the statement of income. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as a component of “Gain/(Loss) on derivatives”.

(s) Financial liabilities: Financial liabilities are classified as either financial liabilities at ‘fair value through the profit and loss’ (“FVTPL”) or ‘other financial liabilities’. Financial instruments classified as FVTPL are recognized at fair value in the balance sheet when the Company has an obligation to perform under the contractual provisions of those instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Changes in the fair value of financial instruments are recognized in earnings, except in the cases where these financial instruments fall under the guidance in ASC 815-40, where they are initially classified in equity and are initially measured at fair value in permanent equity and subsequent changes in fair value are not subsequently measured. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortized cost using the effective interest rate method.

(t) Segment Reporting: The Chief Operating Decision Maker (“CODM”), Mr. Evangelos J. Pistiolis, receives financial information and evaluates the Company’s operations by charter revenues and not by the length, type of vessel or type of ship employment for its customers (i.e. time or bareboat charters) or by geographical region as the charterer is free to trade the vessel worldwide and as a result, the disclosure of geographic information is impracticable. The CODM does not use discrete financial information to evaluate the operating results for each such type of charter or vessel. Although revenue can be identified for these types of charters or vessels, management cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As a result, management, including the CODM, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates as one reportable segment.

(u) Leases:

● Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

● Finance lease: The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:

i. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii. The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

iv. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

v. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

When none of these criteria are met the Company classifies the lease as an operating lease.

● Operating lease- The Company as a lessee: The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

(v) Beneficial conversion feature: A beneficial conversion feature is defined as a non-detachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the intrinsic value of the option, which is the in-the- money portion of the conversion option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

(w) Investments in unconsolidated joint ventures: The Company's investments in unconsolidated joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company's proportionate share of earnings or losses and distributions. The Company evaluates its investments in unconsolidated joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Consolidated Statements of comprehensive loss.

(x) Other Comprehensive Income: The Company follows the provisions of guidance regarding reporting comprehensive income which requires separate presentation of certain transactions, such as unrealized gains and losses from effective portion of cash flow hedges, which are recorded directly as components of stockholders’ equity

(y) Recent Accounting Pronouncements:

New Accounting Pronouncements - Adopted

Fair Value Measurement Disclosures — In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU No. 2018-13"). ASU No. 2018-13, which is part of the FASB's broader disclosure framework project, modifies and supplements the current U.S. GAAP disclosure requirements pertaining to fair value measurements, with an emphasis on Level 3 disclosures of the valuation hierarchy. The Company adopted this ASU for the reporting period commencing on January 1, 2020 and has adjusted its disclosures accordingly.

Accounting standards issued but not yet adopted

The FASB has issued accounting standards that have not yet become effective and may impact the Company’s consolidated financial statements or related disclosures in future periods. These standards and their potential impact are discussed below:

Recent Accounting Pronouncements: In March 2020, the Financial Standard Board issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)”. ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to expected market transition from LIBOR and other interbank offered rates to alternative reference rates. This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022. The Company is currently evaluating the impact of this adoption in its consolidated financial statements and related disclosures.

In August 2020, the Financial Standard Board issued Accounting Standards Update (“ASU”) No. 2020-06 “Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity”, which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by the Company in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. The Company is currently evaluating the impact this guidance will have on our consolidated financial statements.

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Note 3 - Going Concern

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Going Concern [Text Block]

3. Going Concern:

At December 31, 2020, the Company had a working capital surplus of $19,672 and cash and cash equivalents of $19,328 and for the year ended December 31, 2020 incurred a net loss of $22,818 and generated cash flow from operations of $6,040. In addition, as of December 31, 2020, the Company had remaining contractual commitments for the vessels it had contracted to acquire totaling $182,016.

As of January 6, 2021, pursuant to the sale of the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) and the purchase of M/T Eco Oceano Ca (Hull No. 871) and 35% interest in M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) (see Note 20), the Company had remaining contractual commitments amounting to $211,171 (please see table below) and available committed undrawn senior secured loan facilities of $38,000 and a credit line from a company affiliated with Mr. Evangelos J. Pistiolis of $23,815 (see Note 20).

Year ending December 31,	Contractual Commitments
2021		116,434
2022		94,737
Total		211,171

The Company expects to finance its unfinanced capital commitments with cash on hand, operational cash flow, debt or equity issuances, or a combination thereof. In addition, the capital commitments noted above are non-recourse to the Company as the commitments are made by wholly owned subsidiaries whose performance is guaranteed by Central Mare Inc, a related party affiliated with the family of Mr. Evangelos J. Pistiolis. $56,437 of the amount payable in 2021 has been settled as of the date of issuance of these consolidated financial statements. If the Company is unable to arrange debt or equity financing for its newbuilding vessels, it is probable that the Company may also consider selling the respective newbuilding contracts. Therefore, the Company believes it has the ability to continue as a going concern and finance its obligations as they come due over the next twelve months following the date of the issuance of these financial statements. Consequently, the consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

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Note 4(a) - Advances for Vessels Acquisitions / Under Construction

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Advances for Vessels Acquisition Under Construction [Text Block]

4(a) Advances for vessels acquisitions / under construction:

An analysis of Advances for vessels acquisitions / under construction is as follows:

	Advances for vessels acquisitions / under construction
Balance, December 31, 2018		38,744
— Advances paid		158,905
— Capitalized expenses		3,812
— Transferred to Vessels, net		(189,220	)
Balance, December 31, 2019		12,241
— Advances paid		117,203
— Capitalized expenses		3,509
— Transferred to Vessels, net		(76,959	)
— Transferred to Assets held for sale		(24,340	)
Balance, December 31, 2020		31,654

On January 30, March 13, April 5 and May 9, 2019, the Company took delivery of M/T Eco California, M/T Eco Marina Del Ray, M/T Eco Bel Air and M/T Eco Beverly Hills respectively from Hyundai (the first two vessels from Hyundai Mipo Dockyard and the second two vessels from Hyundai Samho Dockyard) and hence advances paid and capitalized expenses relating to the vessels were transferred from Advances for vessels acquisitions / under construction to Vessels, net.

On February 10 and February 17, 2020, the Company took delivery of M/T Eco Los Angeles and M/T Eco City of Angels, respectively from Hyundai Mipo Dockyard and hence advances paid and capitalized expenses relating to the vessels were transferred from Advances for vessels acquisitions / under construction to Vessels, net.

On December 31, 2020, the Company classified the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) as assets held for sale and hence advances paid and capitalized expenses relating to the vessels were transferred from Advances for vessels acquisitions / under construction to Assets held for sale (see below).

For the year ended December 31, 2020, the balance of Advances for vessels acquisitions / under construction relate to M/T West Coast (Hull No S865) and M/T Malibu (Hull No S866) and consist of $18,991 and $12,663 respectively, out of which $624 and $419, respectively relate to capitalized expenses.

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Note 4(b) - Vessels, Net

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4(b) Vessels, net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, December 31, 2018		196,784			(16,149	)		180,635
— Transferred from advances for vessels acquisitions / under construction		189,220			-			189,220
— Acquisitions		51,940			-			51,940
— Impairment		(22,254	)		9,944			(12,310	)
— Transferred to Assets held for sale		(43,147	)		-			(43,147	)
— Depreciation		-			(12,392	)		(12,392	)
Balance, December 31, 2019		372,543			(18,597	)		353,946
— Transferred from advances for vessels acquisitions / under construction		76,959			-			76,959
— Disposals (see Note 19)		(303,157	)		21,718			(281,439	)
— Depreciation		-			(13,174	)		(13,174	)
Balance, December 31, 2020		146,345			(10,053	)		136,292

In 2019 and 2020 the Company took delivery of the following vessels:

Vessel Name	Delivery Date	Yard Installments		Capitalized Expenses		Final Cost
M/T Eco California	January 30, 2019		34,313		1,270		35,583
M/T Eco Marina Del Ray	March 13, 2019		35,787		1,066		36,853
M/T Eco Bel Air	April 5, 2019		57,133		1,209		58,342
M/T Eco Beverly Hills	May 9, 2019		57,133		1,309		58,442
Subtotal 2019			184,366		4,854		189,220
M/T Eco Los Angeles	February 10, 2020		37,659		835		38,494
M/T Eco City of Angels	February 17, 2020		37,659		806		38,465
Subtotal 2020			75,318		1,641		76,959

The Company's vessel’s titles have been transferred to their respective financing banks under the vessel’s sale and leaseback agreements as a security (see Note 7).

On November 18 and November 20, 2019, the Company exercised the purchase options on its operating leases and purchased M/T Stenaweco Energy and M/T Stenaweco Evolution for $23,953 and $24,187, respectively. M/T Stenaweco Energy and M/T Stenaweco Evolution book value has been increased by $2,477 and $1,323 respectively, corresponding to the transfer of the respective right of use asset (“ROU”) balances to each vessel upon termination of the lease, as per ASC 842-20-40-2.

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Note 4(c) - Assets Held for Sale

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Assets Held for Sale [Text Block]

4(c) Assets held for sale:

The M/T Eco Fleet and M/T Eco Revolution met the criteria to be classified as assets held for sale on December 12, 2019 according to guidance in ASC 360. Consequently, the Company has treated the vessels including their inventories on board as Assets held for sale and has classified them as a current asset measured at the lower of the carrying amount and fair value less costs to sell as determined by the Company and supported by an unrelated third party offer to buy the vessels. The related loans are also classified as short term in a separate balance sheet line from the other non-current portion of debt. The Company has recognized an impairment charge of $6,779 for the M/T Eco Fleet and $5,531 for the M/T Eco Revolution to reduce their carrying value to the fair value less costs to sell in the accompanying consolidated statements of comprehensive loss. As of December 31, 2019, the M/T Eco Fleet’s new deemed cost and carrying amount after the impairment charge is $20,667 and the new deemed cost and carrying amount of the M/T Eco Revolution is $22,604 including inventories on board of $124. The vessels were sold on January 21 and January 14, 2020 to an unrelated third party for gross proceeds of $21,000 and $23,000 respectively.

The M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) met the criteria to be classified as assets held for sale on December 31, 2020 according to guidance in ASC 360. Consequently, the Company has treated the vessels under construction as Assets held for sale. Since their fair value less costs to sell approximated their carrying amount the Company didn’t incur any impairment charges. As of December 31, 2020, the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) carrying amount is $8,187, $8,146 and $8,007 respectively. The vessels were sold on January 6, 2021 to a company affiliated with Mr. Evangelos J. Pistiolis (see Note 20).

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Note 5 - Transactions With Related Parties

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

5. Transactions with Related Parties:

(a) Central Mare– Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides the Company with its executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer).

As of December 31, 2019 and 2020 the amounts due to Central Mare were $0 and $29 respectively. This amount is presented in Due to related parties, on the accompanying consolidated balance sheets.

The fees charged by and expenses relating to Central Mare for the years ended December 31, 2018, 2019 and 2020 are as follows:         

	Year Ended December 31,
	2018			2019			2020			Presented in:
Executive officers and other personnel expenses		2,400			360			360		General and administrative expenses - Statement of comprehensive loss
Amortization of awarded shares*		(34	)		(34	)		(34	)	Management fees - related parties - Statement of comprehensive loss
Total		2,366			326			326

*As per the Company’s equity incentive plan, or the 2015 plan (currently null and void since due to the recent reverse stock splits of the Company’s stock the shares left to be vested are zero), the Company incurred an amortization gain of $34 relating to the amortization of the original fair value of the equity incentive plan recognized at inception, for each of the years ended December 31, 2018, 2019 and 2020.

On January 2, 2018, the Company’s board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $2,250, to be distributed at his own discretion to other executives and is included in “General and administrative expenses” in the accompanying consolidated statements of comprehensive loss.

(b) Central Shipping Monaco SAM (“CSM”) – Letter Agreement and Management Agreements: On March 10, 2014, the Company entered into a letter agreement, or the Letter Agreement, with CSM, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, and on March 10, 2014 and June 18, 2014 the Company entered into management agreements, or Management Agreements, between CSM and the Company’s vessel-owning subsidiaries respectively. The Letter Agreement could only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the Letter Agreement.

Pursuant to the Letter Agreement, as well as the Management Agreements concluded between CSM and the Company’s vessel-owning subsidiaries, the Company paid a technical management fee of $595 per day per vessel for the provision of technical, operation, insurance, bunkering and crew management, commencing three months before the vessel was scheduled to be delivered by the shipyard and a commercial management fee of $328 per day per vessel, commencing from the date the vessel was delivered from the shipyard. In addition, the Management Agreements provided for payment to CSM of: (i) $541 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSM also performed supervision services for all of the Company’s newbuilding vessels while the vessels were under construction, for which the Company paid CSM the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSM provided, at cost, all accounting, reporting and administrative services. Finally, the Letter Agreement provided for a performance incentive fee for the provision of management services to be determined at the discretion of the Company. The Management Agreements had an initial term of five years, after which they would have continued to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the Management Agreements, all fees payable to CSM were adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase was effected.

As of December 31, 2019 and 2020, there are no amounts due to CSM.

On January 1, 2019, the Company terminated the letter agreement with CSM without incurring any penalties.

The fees charged by and expenses relating to CSM for the year ended December 31, 2018 are as follows:         

	Year Ended December 31, 2018	Presented in:
Management fees	101	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
	2,455	Management fees - related parties -Statement of comprehensive loss
Supervision services fees	63	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees	187	Vessel operating expenses -Statement of comprehensive loss
	101	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost	233	Management fees - related parties -Statement of comprehensive loss
Financing fees	139	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission for sale and purchase of vessels	3,861	Management fees - related parties -Statement of comprehensive loss
Commission on charter hire agreements	511	Voyage expenses - Statement of comprehensive loss
Performance incentive fee	1,250	Management fees - related parties - Statement of comprehensive loss
Total	8,901

For the year ended December 31 2018, CSM charged the Company newbuilding supervision related pass-through costs amounting to $958.

(c) Central Shipping Inc (“CSI”) – Letter Agreement and Management Agreements: On January 1, 2019, the Company entered into a letter agreement with CSI (“CSI Letter Agreement”), a related party affiliated with the family of Evangelos J. Pistiolis and between January 1, 2019 and May 28, 2020 the Company entered into management agreements, or Management Agreements, between CSI and the Company’s vessel-owning subsidiaries respectively. The CSI Letter Agreement can only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the CSI Letter Agreement.

Pursuant to the CSI Letter Agreement, as well as the Management Agreements concluded between CSI and the Company’s vessel-owning subsidiaries, the Company pays a management fee of $561 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard. In addition, the Management Agreements provide for payment to CSI of: (i) $510 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI also performs supervision services for all of the Company’s newbuilding vessels while the vessels are under construction, for which the Company pays CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSI provides, at cost, all accounting, reporting and administrative services. Finally, the CSI Letter Agreement provides for a performance incentive fee for the provision of management services to be determined at the discretion of the Company. The management agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the management agreements, all fees payable to CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase is effected.

As of December 31, 2019 and 2020, the amounts due to CSI were $621 and $3,116 respectively and are presented in Due to related parties, on the accompanying consolidated balance sheets.

The fees charged by and expenses relating to CSI for the years ended December 31, 2019 and 2020 are as follows:

	Year Ended December 31,
	2019	2020	Presented in:
Management fees	109	69	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
	2,237	1,953	Management fees - related parties -Statement of comprehensive loss
Supervision services fees	55	63	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees	247	60	Vessel operating expenses -Statement of comprehensive loss
	172	198	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost	240	330	Management fees - related parties -Statement of comprehensive loss
Commission for sale and purchase of vessels	-	3,377	Management fees - related parties -Statement of comprehensive loss
		3,971	Loss from vessel sales -Statement of comprehensive loss
		454	Capitalized in Investments–Balance sheet
		1,017	Capitalized in Right of use assets from operating leases - Balance Sheet
Financing fees	263	-	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire agreements	829	761	Voyage expenses - Statement of comprehensive loss
Total	4,152	12,253

For the years ended December 31, 2019 and 2020, CSI charged the Company newbuilding supervision related pass-through costs amounting to $985 and $967 respectively, which are not included in the table above and are presented within Vessels, net / Advances for vessels acquisitions / under construction in the Company’s accompanying consolidated balance sheet.

(d) Issuance of Series E Shares to Family Trading Inc (“Family Trading”): On March 29, 2019 the Company entered into a stock purchase agreement with Family Trading, a related party owned by the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, pursuant to which the Company exchanged the outstanding principal, fees and interest of the Further Amended Family Trading Credit Facility with 27,129 Series E Shares (defined below, also see Note 16). As of December 31, 2019 and 2020, dividends due to Family Trading were $1,621 and $864 respectively and are presented in Due to related parties, on the accompanying consolidated balance sheets.

(e) Vessel Acquisitions from affiliated entities: From February 20 to May 28, 2020 the Company entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis (see Notes 1, 5 and 20). As of December 31, 2019 and 2020, the Company owes $14,350 and $1,150 respectively to the previous owners of the newbuilding vessels presented in Due to related parties in the accompanying consolidated balance sheets.

(f) Charter Party with Central Tankers Chartering Inc (“Central Tankers Chartering”): On September 1, 2017 the Company entered into a time charter party with Central Tankers Chartering, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, for the vessel M/T Eco Palm Desert delivered from Hyundai in September 2018. The time charter was for a firm period of three years at a daily rate of $14,750 with two optional years at daily rates of $15,250 and $15,750 respectively, at Central Tankers Chartering’s option. The time charter carried a 1.25% address commission payable to Central Tankers Chartering. In April 2019 the Company terminated the time charter party with Central Tankers Chartering without incurring any penalties and entered into a time charter agreement with Shell Tankers Singapore Private Limited (“Shell”) for a firm period of two years at a fixed daily rate of $13,300 plus a 50% profit share for earned rates over the fixed rate with one optional year at a daily rate of $13,950, at charterers option. Furthermore, on May 4, 2020 the Company entered into a time charter party with Central Tankers Chartering, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, for the vessels M/T Eco Van Nuys, M/T Eco Santa Monica and M/T Eco Venice Beach. The time charters are for a firm period of five years at a daily rate of $16,200 with two optional years at daily rates of $17,200 and $18,200 respectively at Central Tankers Chartering’s option and will commence upon each vessel’s delivery from the shipyard in the first quarter of 2021. As of December 31, 2019 and 2020, there are no amounts due to Central Tankers Chartering.

(g) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares: As a prerequisite for the Navigare Lease (defined below, see Note 6A), Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided, and the Company amended the Certificate of Designations governing the terms of the Series D Preferred Shares (see Note 9), to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the Company’s total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by our Board of Directors, including all three independent directors.

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Note 6 - Leases

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Operating Leases, Disclosure [Text Block]

6. Leases

A. Lease arrangements, under which the Company acts as the lessee

Bareboat Chartered-in Vessels:

On January 29, 2015 and March 31, 2015, the Company sold and leased back M/T Stenaweco Energy and M/T Stenaweco Evolution respectively. The vessels were chartered back on a bareboat basis for 7 years at a bareboat hire of $8,586 and $8,625 per day respectively. In addition, the Company had the option to buy back each vessel from the end of year 3 up to the end of year 7 at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. On December, 18 and December 20, 2019, the Company exercised the purchase options and terminated the operating leases on its two bareboat chartered in vessels. The purchase option prices paid amounted to $23,871 and $24,063 for the M/T Stenaweco Energy the M/T Stenaweco Evolution respectively, not including fees and expenses related to the transfer of ownership.

On December 1 and December 10, 2020, the Company sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air respectively to a third non-affiliated party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years at a bareboat hire of $16,750 per day for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. The Company does not have any option nor obligation to buy back the vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. The Company must maintain a minimum liquidity of $4,000 at all times which is certified bi-annually. As of December 31, 2020, the Company complied with all covenants of the Navigare Lease.

The Company has treated the Navigare lease as an operating lease. An operating lease ROU asset amounting to $45,425 was recognized at the inception of the lease together with a lease liability of $ 43,759 based on the present value of lease payments over the lease term. The operating lease ROU asset also includes initial direct costs of $1,666 and losses from the sale of the vessels of $340. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average), which was the Company’s estimated incremental borrowing rate, that reflects the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. The cash paid for operating leases with original terms greater than 12 months was $877 for the year ended December 31, 2020. Losses from the sale of these two vessels and initial direct costs which were included in the respective ROU assets are amortized on a straight-line basis over the duration of the lease and are included in operating lease expense in the accompanying statement of consolidated loss.

The Company's future minimum operating lease payments required to be made after December 31, 2020, relating to the bareboat chartered-in vessels M/T Eco Beverly Hills and M/T Eco Bel Air are as follows:

Year ending December 31,	Bareboat charter lease payments
2021		12,228
2022		12,084
2023		10,220
2024		10,038
2025		6,777
Total		51,347
Less imputed interest		(8,254	)
Total Lease Liability		43,093
Presented as follows:
Short-term lease liability		9,288
Long-term lease liability		33,805

The weighted average remaining lease term on our chartered-in contracts greater than 12 months is 59.2 months.

At the lease’s inception, the carrying amounts of the M/T Eco Beverly Hills and M/T Eco Bel Air were less than the vessels fair value, as this was determined by a third party broker valuation. Hence in accordance with ASC 842-40-30-1 that stipulates that sale-and-leaseback transactions are accounted for at fair value, the Company recognized a loss on the sale and leaseback transactions of $10,688 included in Loss on sale of vessels in the Company's accompanying consolidated statements of comprehensive loss.

B. Lease arrangements, under which the Company acts as the lessor

Charter agreements:

During the year ended December 31, 2020, the Company operated two vessels (M/T Eco Bel Air and M/T Eco Beverly Hills) under time charters with BP Shipping Limited, one vessel (M/T Nord Valiant) under time charter with Dampskibsselskabet Norden A/S, two vessels (M/T Eco Los Angeles and M/T Eco City of Angels) under time charters with Trafigura Maritime Logistics Pte Ltd and one vessel (M/T Marina Del Ray) under time charter with Cargill.

Furthermore the Company has entered into time charter parties for its newbuilding vessels M/T Eco Van Nuys, M/T Eco Santa Monica and M/T Eco Venice Beach with Central Tankers Chartering Inc, a company affiliated with Mr. Evangelos J. Pistiolis (see Note 5) and M/T Eco West Coast and M/T Eco Malibu with Clearlake Shipping Pte Ltd. All the above mentioned time charter agreements will commence upon the respective vessels’ delivery.

Future minimum time-charter receipts of the Company’s vessels in operation as of December 31, 2020, based on commitments relating to non-cancellable time charter contracts as of December 31, 2020, are as follows (excluding vessels held for sale):

Year ending December 31,	Time Charter receipts
2021		39,988
2022		24,046
2023		7,245
2024		1,178
Total		72,457

Future minimum time-charter receipts of the Company’s vessels under construction as of December 31, 2020, are as follows (based on estimated delivery dates, excluding vessels held for sale):

Year ending December 31,	Time Charter receipts
2021		18,910
2022		24,784
2023		24,784
2024		5,874
Total		74,352

In arriving at the minimum future charter revenues, an estimated 20 days off-hire time to perform scheduled dry-docking in the year the dry-docking is expected on each vessel has been deducted, and it has been assumed that no additional off-hire time is incurred, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

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Note 7 - Debt

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Debt Disclosure [Text Block]

7. Debt:

The amounts in the accompanying consolidated balance sheets are analyzed as follows (facility names defined below):

Bank / Vessel(s)	December 31,
	2019			2020
Total long term debt:
Alpha Bank Facility (M/T Stenaweco Elegance), including Alpha Bank Top-Up Facility		20,075			-
AT Bank Facility (M/T Eco Palm Desert)		21,875			-
AT Bank Bridge Note (Top Ships)		10,500			-
OFI Facility (M/T Stenaweco Energy, M/T Stenaweco Evolution and M/T Stenaweco Excellence)		69,849			-
CMBFL Facility (M/T Eco Bel Air and M/T Eco Beverly Hills)		88,560			-
BoComm Leasing Facility (M/T Nord Valiant for 2019 and 2020 and M/T Eco California for 2019)		44,466			20,227
Cargill Facility (M/T Eco Marina Del Ray)		30,962			29,116
AVIC Facility (M/T Eco Los Angeles and M/T Eco City of Angels)		-			57,656
Total long term debt		286,287			106,999
Less: Deferred finance fees		(7,257	)		(2,380	)
Total long term debt net of deferred finance fees		279,030			104,619
Presented:
Current portion of long term debt		16,908			5,324
Long term debt		262,122			99,295
Debt related to Vessels held for sale:
ABN Facility (M/T Eco Fleet and M/T Eco Revolution)		30,300			-
Less: Deferred finance fees		(323	)		-
Debt related to Vessels held for sale net of deferred finance fees		29,977			-
Total Debt net of deferred finance fees and debt discounts		309,007			104,619

ABN Facility

On July 9, 2015, the Company entered into a credit facility with ABN Amro Bank N.V. of Holland (“ABN Amro”) for $42,000 (“the ABN Amro facility”) for the financing of the vessels M/T Eco Fleet and M/T Eco Revolution ($21,000 per financed vessel). This facility was amended on September 28, 2015 and was increased to $44,400 ($22,200 per vessel), with all other terms remaining the same except for the margin which was increased by 0.15%. The credit facility was repayable in 4 consecutive quarterly installments of $500, 4 consecutive quarterly installments of $512.5, 4 consecutive quarterly installments of $525 and 12 consecutive quarterly installments of $387.5 for each of the financed vessels, commencing on October 13, 2015 for M/T Eco Fleet and on April 15, 2016 for M/T Eco Revolution plus a balloon installment of $11,400 for each of the financed vessels, payable together with the last installment in July 2021 and in January 2022, respectively. On August 1, 2016, the Company amended the ABN Facility to increase the borrowing limit to $64,400 and added another tranche to the loan, "Tranche C", which was secured by M/T Nord Valiant. Tranche C was repayable in 12 consecutive quarterly installments of $550 each and 12 consecutive quarterly installments of $363 each, commencing on November 2016, plus a balloon installment of $9,050 payable together with the last installment in August 2022. Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the reduction of the margin to 3.75% (applicable only to Tranche C), no other material changes were made to the ABN Facility.

The Company drew down $21,000 under the ABN Amro facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1,200 on September 30, 2015. Furthermore, the Company drew down $22,200 under the ABN facility on January 15, 2016 to finance the last shipyard installment of M/T Eco Revolution. Finally, on August 5, 2016 the Company drew down $20,000 under the Tranche C of the ABN facility to partly finance the last shipyard installments of M/T Nord Valiant.

The facility contained various covenants, including (i) an asset cover ratio of 130%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $750 per collateralized vessel. Additionally, the facility contained restrictions on the shipowning company incurring further indebtedness or guarantees. It also restricted the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility was secured as follows:

● First priority mortgage over M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant;

● Assignment of insurance and earnings of the mortgaged vessels;

● Specific assignment of any time charters with duration of more than 12 months;

● Corporate guarantee of Top Ships Inc.;

● Pledge of the shares of the shipowning subsidiaries;

● Pledge over the earnings account of the vessels.

On April 21, 2017, the Company was informed by ABN Amro that it was in breach of a loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintain an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 30% of the Company's outstanding common shares. ABN Amro requested that either the family of Mr. Evangelos J. Pistiolis maintains an ownership interest of at least 30% of the outstanding common shares or maintains a voting rights interest of above 50% in the Company. In order to regain compliance with the loan covenant, the Company issued the Series D preferred shares (see Note 9). On July 28, 2017 ABN Amro by way of a supplemental agreement removed the loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintained an ownership interest of 30% of the Company’s issued and outstanding common shares and replaced it with a covenant that states that no other party other than a member of the family of Mr. Evangelos J. Pistiolis (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) acquired a voting interest of more than 50% of the Company’s share capital, without ABN Amro’s prior written approval.

On November 16, 2018 the Company amended the ABN Facility to increase the borrowing limit by $5,000. This additional amount was subsequently drawn-down and applied towards capital expenditures under the Company’s newbuilding program and was allocated to the mortgaged vessels as follows: $750 to M/T Eco Fleet, $750 to M/T Eco Revolution and $3,500 to M/T Nord Valiant. Apart from the introduction of a new repayment schedule reflecting the increased facility principal, all other material terms remained the same. As per the new repayment schedule the quarterly installments were increased by $25, $25 and $100 for M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant respectively and their respective balloon installments were increased by $475, $425 and $2,000, respectively.

The ABN Amro facility bore interest at LIBOR plus a margin of 3.90%, except for the Tranche C part of the facility that bore interest at LIBOR plus a margin of 3.75%. Tranche C of the ABN Facility was fully prepaid on January 17, 2019 using $18,550 of proceeds from the BoComm Leasing Sale and Leaseback (see below). The remaining ABN Facility was prepaid on January 14 and January 21, 2020 in connection with the sale of the M/T Eco Fleet and M/T Eco Revolution using $29,475 of the proceeds from the sale.

Alpha Bank Facility

On July 20, 2016, Eco Seven that was later acquired by the Company entered into a credit facility with Alpha Bank SA. of Greece (“Alpha Bank”) for $23,350 (“the Alpha facility”) for the financing of the vessel M/T Stenaweco Elegance. The credit facility was repayable in 12 consecutive quarterly installments of $400 and 20 consecutive quarterly installments of $303, commencing in May 2017, plus a balloon installment of $12,500 payable together with the last installment in February 2025.

The Company drew down $23,350 under the Alpha facility on February 24, 2017 to finance the last shipyard installment of the M/T Stenaweco Elegance.

On August 1, 2017, Alpha Bank by way of a supplemental agreement removed the loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintains an ownership interest of 40% of the Company’s issued and outstanding common shares and replaced it with a covenant that states that no other party other than a member of the family of Mr. Evangelos J. Pistiolis (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) acquires a voting interest of more than 50% of the Company’s share capital, without Alpha Bank’s prior written approval.

The facility contained various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75%, (iii) minimum free liquidity of $750 per collateralized vessel, (iv) EBITDA was required to be greater than 120% of fixed charges and (v) market value adjusted net worth was required to be greater than or equal to $20,000. It also restricted the shipowning company from incurring further indebtedness or guarantees and from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility was secured as follows:

•         First priority mortgage over M/T Stenaweco Elegance;

•         Assignment of insurance and earnings of the mortgaged vessel;

•         Specific assignment of any time charters with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the shipowning subsidiary;

•         Pledge over the earnings account of the vessel.

The Alpha facility bore interest at LIBOR plus a margin of 3.50%. On February 21, 2020 the Company sold the M/T Stenaweco Elegance to a non-affiliated party, and fully prepaid the outstanding principal of the Alpha Bank Facility that amounted to $18,950.

Alpha Bank Top-Up Facility

On April 23, 2019, the Company entered into a credit facility with Alpha Bank for $1,500. This facility was subsequently drawn-down and applied towards capital expenditures under the Company’s newbuilding program. The credit facility was repayable in 8 consecutive quarterly installments of $187.5 commencing in July 2019. This facility was secured by way of a third mortgage over M/T Stenaweco Elegance.

The facility’s principal was added to the principal balance of the Alpha Bank Facility for all covenant related calculations.

The facility was secured as follows:

● Intercreditor deed;

● Third preferred ship mortgage over M/T Stenaweco Elegance;

● Third priority general assignment of the earnings, insurances and any requisition compensation of M/T Stenaweco Elegance;

● Third priority assignment of any time charterparty of M/T Stenaweco Elegance for a period of more than twelve (12) months;

● Corporate guarantee of the Company;

● Second priority pledge over the earnings account of the vessel;

The Alpha Bank Top-Up Facility bore interest at LIBOR plus a margin of 4.25%. On February 21, 2020 the Company sold the M/T Stenaweco Elegance to a non-affiliated party, and fully prepaid the outstanding principal of the Alpha Bank Top-Up Facility that amounted to $938.

AT Bank Facility

On September 5, 2017, the Company entered into a credit facility with Amsterdam Trade Bank N.V. of Holland (“AT Bank”) for $23,500 to fund the delivery of M/T Eco Palm Desert (the “AT Bank Senior Facility”), delivered in September 7, 2018. An amount of $8,993 from the AT Bank Senior Facility was applied towards repayment of the AT Bank Predelivery Facility on September 4, 2018. This facility was repayable in 20 consecutive quarterly installments of $325, commencing three months from draw down, and a balloon payment of $17,000 payable together with the last installment.

The facility contained various covenants, including (i) an asset cover ratio of 115% for the first year, 120% for the second year, 125% for the third year and 140% thereafter, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $750 per collateralized vessel and $500 per bareboat chartered-in vessel. Additionally, the facility contained restrictions on the shipowning company incurring further indebtedness or guarantees and paying dividends.

The facility was secured as follows:

•         First priority mortgage over M/T Eco Palm Desert;

•         Assignment of insurance and earnings of the mortgaged vessel;

•         Specific assignment of any time charters with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the shipowning subsidiary;

•         Pledge over the earnings account of the vessel.

The AT Bank Senior Facility bore interest at LIBOR plus a margin of 4% and a commitment fee of 2% per annum was payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. The Company on June 1, 2018 signed a supplemental agreement with AT Bank that resulted in the decrease of the commitment fee from 2% to 1.3%, effective from March 6, 2018.

On March 19, 2020 the Company sold the M/T Eco Palm Desert to a non-affiliated party, and fully prepaid the outstanding principal of the AT Bank Facility that amounted to $21,875.

AT Bank Bridge Note

On January 28, 2019, the Company entered into a credit facility with AT Bank for $10,500 for general corporate purposes (the “AT Bank Bridge Facility”). This facility was drawn down in full and the proceeds were used to repay the AT Bank Second Predelivery Facility. The facility was repayable on February 28, 2020. The facility contained restrictions on the Company from providing guarantees other than for financing of new vessels and from paying any dividends or distributing any of its capital or redeeming any of its shares.

Furthermore the facility prohibited the Company to pay any principal, accrued fees, interest or commitment fees relating to the Family Trading Facility. Finally the facility also contained some restrictions in the use of proceeds of future issuances of capital and incurrence of unsecured debt.

The facility was secured as follows:

● Corporate guarantee of the Company;

● Second priority perfected mortgage on M/T Eco Palm Desert;

● Second rank priority assignment of insurance and earnings of the mortgaged vessel;

● Second rank priority assignment of any time charters with duration of more than 12 months;

● Second priority pledge of the shares of the shipowning subsidiary of the mortgaged vessel;

● Second priority pledge over the earnings account of the vessel.

The facility bore interest at LIBOR plus a margin of 6.00% and a commitment fee of 2.25% per annum was payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. On March 22, 2019 the AT Bank Bridge Facility was converted into a note and on October 14, 2019 its maturity was extended to March 31, 2021 with all other terms remaining the same.

On March 19, 2020 the Company sold the M/T Eco Palm Desert to a non-affiliated party, and fully prepaid the outstanding principal of AT Bank Bridge Note that amounted to $10,500.

FINANCINGS COMMITTED UNDER SALE AND LEASEBACK AGREEMENTS

The majority of the below sale and leaseback agreements (“SLB”s) contain, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements including (i) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (ii) minimum free liquidity of $500 per vessel at the guarantors level.

Additionally, all the SLBs contain restrictions on the relative shipowning company incurring further indebtedness or guarantees and paying dividends, if such dividend payment would result in an event of default or termination event under the SLB agreements.

All the below SLBs are secured mainly by the following:

•         Ownership of the vessel financed;

•         Assignment of insurances and earnings of the vessel financed;

•         Specific assignment of any time charters of the vessel financed with duration of more than 12 months;

•         Corporate guarantee of Top Ships Inc.;

•         Pledge of the shares of the relative shipowning subsidiary;

•         Pledge over the earnings account of the vessel financed.

Cargill Facility

On June 29, 2018 the Company entered into a sale and leaseback agreement (“SLB”) and a 5 year time charter with Cargill, a non-affiliated party, for its newbuilding vessel M/T Eco Marina Del Ray (Hull No 8242) delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, the Company has bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five year time charter with Cargill. As part of this transaction, the Company has the obligation to buy back the vessel at the end of the five year period for $22,680. The gross proceeds from the sale were $32,387.

The SLB with Cargill is accounted for as a financing transaction, as control remains with the Company and the M/T Eco Marina Del Ray will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessel.

Bank of Communications Financial Leasing Company (“BoComm Leasing”) Facility

On December 21, 2018 the Company entered into an SLB with BoComm Leasing, a non-affiliated party, for M/T Nord Valiant and M/T Eco California. Consummation of the SLB took place on January 17, 2019 for M/T Nord Valiant and on January 31, 2019 for M/T Eco California. Following the sale, the Company has bareboat chartered back M/T Nord Valiant for five years and M/T Eco California for seven years at a bareboat hire rate of $5,875 per day and $6,550 per day respectively. As part of this transaction, the Company has continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the SLBs were $21,655 for M/T Nord Valiant and $24,140 for M/T Eco California.

The SLB with BoComm Leasing contains a covenant requiring that there is no change of control of the Company, save with the prior written consent of BoComm Leasing.

The SLB with BoComm Leasing is accounted for as a financing transaction, as control remains with the Company and M/T Nord Valiant and M/T Eco California will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessels below fair value.

On November 9, 2020, the Company exercised its purchase option on the M/T Eco California for $22,520 and on the same date the vessel was sold to an unaffiliated third party. In connection to this exercise, the Company paid an early termination/prepayment fee of $674, which is included in Loss on sale of vessels in the accompanying consolidated statements of comprehensive loss.

China Merchants Bank Financial Leasing Co. Ltd. ("CMBFL") Facility

On December 3, 2018 the Company entered into an SLB with CMBFL, a non-affiliated party, for M/T Eco Bel Air and for M/T Eco Beverly Hills. Consummation of the SLB took place on April 4 and May 9, 2019, respectively. Following the sale, the Company bareboat chartered back the vessels for a period of seven years at a bareboat hire rate of $1,475 per quarter per vessel. As part of this transaction, the Company had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The gross proceeds from the sale were $91,412 for both vessels.

The SLB with CMBLF contained a representation that should be always in effect throughout the sale and leaseback period requiring the corporate guarantor (Top Ships Inc) to remain listed in the NASDAQ exchange and requiring that there is no change to the controlling shareholder of the guarantor. Violation of this ongoing representation would result in a covenant breach.

The SLB with CMBLF was accounted for as a financing transaction, as control remained with the Company and M/T Eco Bel Air and M/T Eco Beverly Hills would continue to be recorded as assets on the Company’s balance sheet. In addition, the Company had continuous options to repurchase the vessels below fair value.

On December 1 and December 10, 2020, the Company exercised its purchase options on the M/T Eco Beverly Hills and the M/T Eco Bel Air respectively by paying $41,281 for each vessel. The vessels were sold and leased back on the same dates to unaffiliated third parties. In connection to these exercises, the Company paid early termination/prepayment fees of $806 and $767 respectively, which are included in Loss on sale of vessels in the accompanying consolidated statements of comprehensive loss.

Oriental Fleet International Company Limited ("OFI") Facility

On July 8, 2019 the Company entered into sale and leaseback agreements with OFI, a non-affiliated party, for M/T Stenaweco Excellence , M/T Stenaweco Energy and M/T Stenaweco Evolution respectively. The sales of the three vessels were concluded on July 15, November 18 and November 20, 2019 respectively. Following the sale, the Company has bareboat chartered back the vessels for a period of ten years at bareboat hire rates comprising of financing principal based on straight-line amortization plus interest based on the three months LIBOR plus 3.90%.

The amortizations of the OFI facility were as follows:

● for M/T Stenaweco Excellence: 120 consecutive monthly installments of $160, commencing from draw down, and a balloon payment of $6,400 payable together with the last installment,

● for M/T Stenaweco Energy: 120 consecutive monthly installments of $131, commencing from draw down, and a balloon payment of $5,700 payable together with the last installment,

● for M/T Stenaweco Evolution: 120 consecutive monthly installments of $153, commencing from draw down, and a balloon payment of $6,100 payable together with the last installment,

As part of this transaction, the Company had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option was exercised and at the end of the ten year period it had an obligation to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale of the M/T Stenaweco Excellence were $25,600, for M/T Stenaweco Energy $21,375 and for M/T Stenaweco Evolution $24,400.

The SLB with OFI contained a covenant requiring the Company throughout the sale and leaseback period to remain listed in the NASDAQ exchange and requiring that there is no change of control of the Company, save with the prior written consent of OFI.

The SLB with OFI was accounted for as a financing transaction, as control remained with the Company and the vessels would continue to be recorded as assets on the Company’s balance sheet. In addition, the Company had the obligation to repurchase the vessels.

On October 14, October 29 and November 3, 2020, the Company exercised its purchase options and purchased the M/T SW Excellence, the M/T Stenaweco Energy and the M/T Stenaweco Evolution for $23,040, $19,808 and $22,570, respectively. The vessels were sold on the same dates to unaffiliated third parties. In connection to these exercises, the Company paid early termination/prepayment fees of $806, $693 and $790 respectively, which are included in Loss on sale of vessels in the accompanying consolidated statements of comprehensive loss.

Avic International Leasing Co., Ltd ("AVIC") Facility

On September 30, 2019 the owning companies of the M/T Eco Los Angeles and M/T Eco City of Angels entered into an SLB with AVIC, a non-affiliated party, for their newbuilding vessels M/T Eco Los Angeles and M/T Eco City of Angels. Consummation of the SLB and drawdown of funds took place on the vessels delivery dates from the shipyard, namely on February 10 and February 17, 2020 respectively. Following the sale, the Company has bareboat chartered back the vessels for a period of ten years at a bareboat hire rate of $9,435 for the first 5 years and $9,090 for the next 5 years per day per vessel, with a balloon installment of $11,288 for each vessel on the final charter hire date. As part of this transaction, the Company has continuous options, after the second year, to buy back the vessels at purchase prices stipulated in the bareboat agreement depending on when the option is exercised and at the end of the ten year period it has an obligation to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale amounted to $60,200 for both vessels.

The SLB with AVIC contains a covenant requiring that there is no change of control of the Company, save with the prior written consent of AVIC.

The SLB with AVIC was accounted for as a financing transaction, as control will remain with the Company and the vessels will continue to be recorded as assets on the Company’s balance sheet. In addition, the Company has the obligation to repurchase the vessels.

Scheduled Principal Repayments: The Company’s annual principal payments required to be made after December 31, 2020 on its loan obligations, are as follows (including the financings under sale and leaseback agreements):

Years
December 31, 2021	5,735
December 31, 2022	6,088
December 31, 2023	6,466
December 31, 2024	44,372
December 31, 2025	3,708
December 31, 2026 and thereafter	40,630
Total	106,999

As of December 31, 2020, the Company was in compliance with all debt covenants with respect to its loans and credit facilities. The fair value of debt outstanding on December 31, 2020, after excluding unamortized financing fees, amounted to $107,833 when valuing the Cargill, BoComm and AVIC Sale and Leasebacks on the basis of the Commercial Interest Reference Rates (“CIRR”s) as applicable on December 31, 2020, which is considered to be a Level 2 item in accordance with the fair value hierarchy.

Financing Costs: The net additions in deferred financing costs amounted to $6,773 and $1,115 during the years ended December 31, 2019 and 2020 respectively.

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Note 8 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

8. Commitments and Contingencies:

Legal proceedings:

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. As part of the normal course of operations, the Company's customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

On August 1, 2017, the Company received a subpoena from the U.S. Securities and Exchange Commission (“SEC”) requesting certain documents and information in connection with offerings made by the Company between February 2017 and August 2017. The Company provided the requested information to the SEC in response to that subpoena. On September 26, 2018 and on October 5, 2018 the Company received two additional subpoenas from the SEC requesting certain documents and information in connection with the previous subpoena the Company received on August 1, 2017. The Company provided the requested information to the SEC in response to these subpoenas. The SEC investigation is ongoing and the Company continues to cooperate with the SEC in its investigation. The Company’s last communication with the SEC was in February 2019. The Company is unable to predict what action, if any, might be taken by the SEC or its staff as a result of this investigation or what impact, if any, the cost of responding to the SEC's investigation or its ultimate outcome might have on the Company's financial position, results of operations or liquidity. Hence the Company has not established any provision for losses relating to this matter.

On August 23, 2017, a purported securities class action complaint was filed in the United States District Court for the Eastern District of New York (No. 2:17-cv-04987(JFB)(SIL)) by Christopher Brady on behalf of himself and all others similarly situated against (among other defendants) the Company and two of its executive officers. The complaint is brought on behalf of an alleged class of those who purchased common stock of the Company between January 17, 2017 and August 22, 2017, and alleges that the Company and two of its executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On August 24, 2017, a second purported securities class action complaint was filed in the same court against the same defendants (No. 2:17-cv-05016 (JFB)(SIL)) which makes similar allegations and purports to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. By order dated July 20, 2018, the court consolidated the two actions under docket no. 2:17-cv-04987 and appointed lead plaintiffs for the consolidated action. On September 18, 2018, the plaintiffs filed a consolidated amended complaint. The amended complaint purports to be brought on behalf of shareholders who purchased the common stock of the Company between November 23, 2016 and April 3, 2018, makes allegations similar to those made in the original complaints, seeks similar relief as the original actions, and alleges that some or all the defendants violated sections 9, 10(b), 20(a), and/or 20A of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. All defendants filed motions to dismiss the amended complaint on March 25, 2019. Plaintiffs filed a consolidated opposition to defendants' motions to dismiss on May 24, 2019. Defendants filed replies in further support of the motions to dismiss on June 28, 2019. In a Memorandum Decision and Order dated August 3, 2019, the Court granted defendants' motions to dismiss under Rule 12(b)(6) and denied Plaintiffs' request for leave to amend. On August 7, 2019, the Court entered judgment dismissing the case. Plaintiffs filed a notice of appeal on August 26, 2019. Plaintiffs/appellants filed their opening brief on the appeal on October 25, 2019. Defendants/appellees filed their response briefs on November 26 and November 27, 2019, and plaintiffs/appellants filed their reply brief on December 11, 2019. The Second Circuit Court of Appeals (the “Court of Appeals”) held oral argument on March 10, 2020 and took the matter under advisement. On April 2, 2020, the Court of Appeals issued a summary order affirming the District Court's decision dismissing Plaintiffs' claims and denying leave to amend. The Court of Appeals was scheduled to issue a mandate making the decision effective on April 23, 2020 if Plaintiffs didn’t file a motion for reargument. Due to COVID-19, this deadline was extended to May 7, 2020. The Plaintiffs did not file a motion for reargument and the Second Circuit issued its mandate on May 14, 2020 upholding the decision of the United States District Court for the Eastern District of New York. The Supreme Court has extended the deadline for parties to file cert petitions asking the Court to hear an appeal to 150 days from the date of the lower court judgment. As a result, the deadline for Plaintiffs to file a cert petition with the Supreme Court was August 30, 2020 and since the Plaintiffs did not file a cert petition with the Supreme Court by that date, the case is now officially concluded in the Company’s favor.

Other than the cases mentioned above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.

Capital Expenditures under the Company’s Newbuilding program:

From May to June 2020 the Company entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis that led to the purchase of a number of vessels and newbuilding contracts (see Notes 1 and 5). As a result of these transactions, the Company has remaining contractual commitments as of December 31, 2020 for the acquisition of its fleet that are non-recourse to the Company as they are guaranteed by Central Mare Inc, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, totaling $182,016, including $30,060, $30,060, $30,060, $42,857 and $48,979 pursuant to newbuilding agreements for Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790), Eco Venice Beach (Hull No 2791), Eco West Coast (Hull No 865) and Eco Malibu (Hull No 866) respectively. All of these contractual commitments are payable in 2021.

As of January 6, 2021, pursuant to the sale of the M/T’s Eco Van Nuys (Hull No 2789), Eco Santa Monica (Hull No 2790) and Eco Venice Beach (Hull No 2791) and the purchase of M/T Eco Oceano Ca (Hull No. 871) and 35% interest in M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) (see Note 20), the Company had remaining contractual commitments for the acquisition of its fleet that are non-recourse to the Company as they are guaranteed by Central Mare Inc, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, amounting to $211,171 ($116,434 payable in 2021 and $94,737 payable in 2022). These contractual commitments include $42,857 and $48,979 pursuant to newbuilding agreements of Eco West Coast (Hull No 865) and Eco Malibu (Hull No 866) respectively and another $60,150, $28,035 and $31,150 pursuant to newbuilding agreements of M/T Eco Oceano Ca (Hull No. 871), M/T’s Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214) respectively.

Guarantee on performance of loans of the New 2020 Joint Venture

On December 10, 2020, the Company entered into a corporate guarantee agreement with Alpha Bank of Greece in respect of the obligations of its 50% subsidiary California 19 Inc. and California 20 Inc. under the Loan Agreement dated March 12, 2020 for a secured loan facility of $37,660 ($18,830 for each vessel) for the financing of M/T Eco Yosemite Park and M/T Eco Joshua Park (the “Alpha Corporate Guarantee”). The Company assigns no probability of default to said loan agreements and hence has not established any provisions for losses relating to this matter.

Environmental Liabilities:

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.

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Note 9 - Common and Preferred Stock, Additional Paid-in Capital and Dividends

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

9. Common and Preferred Stock, Additional Paid-In Capital and Dividends:

Reverse stock split: On March 26, 2018, August 22, 2019 and August 10 2020, the Company effected a 1-for-10, a 1-for-20 and a 1-for-25 reverse stock split of its common stock respectively. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares and the Class B Warrants, or the number of votes of the Company’s Series D Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company's warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these financial statements have been retroactively adjusted to reflect these reverse stock splits.

Series D preferred shares: On May 8, 2017, the Company issued 100,000 shares of Series D preferred shares (the “Series D shares”) to Tankers Family Inc., a company controlled by Lax Trust for one thousand dollars ($1,000) pursuant to a stock purchase agreement. The Series D shares are not convertible into common shares and each Series D share has the voting power of 1,000 common shares. The Series D shares have no dividend or distribution rights and shall expire and all outstanding Series D shares shall be redeemed by the Company for par value on the date that any financing facility with any financial institution, which contain covenants that require that any member of the family of Mr. Evangelos J. Pistiolis maintain a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of the Company's issued and outstanding common shares, respectively, are fully repaid or reach their maturity date. The Series D shares shall not be otherwise redeemable and upon any liquidation, dissolution or winding up of the Company, the Series D shares shall have a liquidation preference of $0.01 per share. Currently the SLBs with BoComm Leasing and AVIC Leasing, the Alpha Corporate Guarantee and the Navigare Lease have similar provisions that are satisfied via the existence of the Series D Shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis guaranteed the performance of the bareboat charters, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided and in addition, the Company has amended the Certificate of Designation governing the terms of the Series D Shares, to adjust the voting rights per share of Series D Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the total voting power of the Company, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

Issuance of common stock and warrants as part of the 2018 Common Stock Offering: On October 26, 2018, the Company priced a public offering of 4,000 shares of common stock, and warrants to purchase 7,000 common shares (the “2018 Warrants”), at $750 per common share and $0.01 per warrant. The 2018 Warrants had an exercise price of $750 per share that was later adjusted to $510 and $350 on January 11 and February 6, 2019 respectively, were exercisable immediately, and expired four months from the date of issuance. Each warrant granted the warrant holder the option to purchase one common share of the Company at any time within the abovementioned term (American style option). The proceeds from this offering (net of 6.5% placement agent fees), were $2,805. As of December 31, 2019, all 2018 Warrants, had been exercised for gross proceeds of $3,788 and 7,000 common shares were issued pursuant to these exercises. The Company accounted for the 2018 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability, and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

On initial recognition the fair value of the 2018 Warrants was $1,671 and was determined using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s 2018 Warrants was the volatility used in the valuation model, which was approximated by using four-month daily historical observations of the Company’s share price. The annualized four-month daily historical volatility applied in the warrant valuation was 108%. A 5% increase in the volatility applied would have led to an increase of 3.8% in the fair value of the 2018 Warrants.

2014 Warrants: On July 31, 2019 the 2014 Warrants expired. From January 1, 2019 up to July 31, 2019 1,268,000 2014 Warrants, were exercised for gross proceeds of $3,161 and 13,481 common shares were issued pursuant to these exercises.

Issuance of common stock and warrants as part of the September 2019 Common Stock Offering: On September 13, 2019, the Company closed an underwritten public offering of an aggregate of 63,200 common shares (or pre-funded warrants to purchase common shares in lieu thereof, the Pre-Funded Warrants), warrants, or the Traditional Warrants, to purchase up to 71,600 of the Company’s common shares and an overallotment option of up to 9,480 common shares, or the September 2019 Transaction. This resulted in gross proceeds of $10,480 before deducting underwriting discounts, commissions and other offering expenses. The gross proceeds include the partial exercise of 3,400 common shares of the underwriter's over-allotment option granted in connection with the offering. From September 13 to December 31, 2019, 49,803 common shares were issued pursuant to the cashless exercise of 1,778,700 Traditional Warrants. The Traditional Warrants expired on December 31, 2019.

The Traditional Warrants entitled their holders to purchase either 0.040 common shares upon a cash exercise or 0.028 common shares upon a cashless exercise. Each Traditional Warrants had an exercise price of $204.75 per share and was exercisable from the date of issuance up to December 31, 2019. The Traditional Warrants could have been exercised on a cashless basis beginning on the earlier of (i) 30 days from the closing date and (ii) the trading day on which the aggregate trading volume of the Company’s common shares since the date of filing of the registration statement registering the common shares underlining the Traditional Warrants was equal to more than 189,600 common shares (the “Cashless Date”) if the VWAP of the common shares on any trading day on or after the Cashless Date failed to exceed the exercise price.

The Company accounted for the Traditional Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

On initial recognition the fair value of the Traditional Warrants was $1,139 and was determined using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s Traditional Warrants was the volatility used in the valuation model, which was approximated by using three-month daily historical observations of the Company’s share price. The annualized three-month daily historical volatility applied in the warrant valuation was 181%. A 5% increase in the volatility applied would have led to an increase of 10% in the fair value of the Traditional Warrants.

Issuance of common stock and warrants as part of the November 2019 Registered Direct Offering: On November 6, 2019, the Company entered into a placement agent agreement with Maxim Group LLC relating to the sale of the Company’s securities, or the Placement Agent Agreement. Pursuant to the Placement Agent Agreement, the Company entered into a Securities Purchase Agreement, with certain institutional investors in connection with a registered direct offering of an aggregate of 168,000 of the Company’s common shares at a public offering price of $50.00 per share, registered on the Company’s Registration Statement on Form F-3 (333-215577), or the Registered Offering. Concurrently with the Registered Offering and pursuant to the Purchase Agreement, the Company also commenced a private placement whereby the Company issued and sold class A warrants (or the “Class A Warrants”) to purchase up to 168,000 of the Company’s common shares and class B warrants (or the “Class B Warrants”) to purchase up to 168,000 of the Company’s common shares. The November 2019 Registered Direct Offering resulted in gross proceeds of $8,400 before deducting underwriting discounts, commissions and other offering expenses. The Class A Warrants and Class B Warrants were registered via a registration statement in form F1 that became effective on January 21, 2020.

During the year ended December 31, 2020, all outstanding Class A warrants (4,200,000 warrants) were exercised on a cashless basis into 67,200 of the Company’s common shares and no Class B Warrants were exercised. As of December 31, 2020 there are 4,200,000 Class B Warrants exercisable into 168,000 of the Company’s common shares with an exercise price of $1.00, that corresponds to the Class A Warrants floor price.

The Class A Warrants entitled their holders to purchase either 0.040 common shares upon a cash exercise or 0.016 common shares upon a cashless exercise. Each Class A Warrant had an exercise price of $50.00 per share and was exercisable from the date of issuance up to July 7, 2020. The Class A Warrants could be exercised on a cashless basis beginning on the earlier of (i) 30 days from the closing date and (ii) the trading day on which the aggregate trading volume of the Company’s common shares was equal to more than three times the number of common shares offered pursuant to the Purchase Agreement (the “Cashless Date”) if the VWAP of the common shares on any Trading Day on or after the Cashless Date failed to exceed $80.00 on such date.

The Company accounted for the Class A Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded that the 2018 Warrants, Traditional Warrants and Class A, warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

On initial recognition the fair value of the Class A Warrants was $1,343 and was determined using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s Traditional Warrants was the volatility used in the valuation model, which was approximated by using eight-month daily historical observations of the Company’s share price. The annualized eight -month daily historical volatility that had been applied in the warrant valuation was 127%. A 5% increase in the volatility applied would have led to an increase of 7.35% in the fair value of the Class A Warrants.

The Class B Warrants entitle their holders to purchase 0.040 common shares upon a cash exercise. Each Class B Warrant is exercisable from the date of issuance up to May 7, 2021.

The Class B Warrants have a number of round down protection measures embedded in the warrant agreement. These measures provide for a downward adjustment of the exercise price of each warrant in the following cases:

● Issuance of common shares: if the Company issues, sells or is deemed to have issued or sold any common shares for a consideration per share less than the exercise price of the Class B Warrants then the latter shall be reduced to match the reduced consideration per share.

● Issuance of options or convertible securities: if the Company issues or sells any options at a strike price that is lower than the exercise price of the Class B Warrants then the latter will be reduced to match the strike price of the options. If the Company issues convertible securities that end up converting at a price per share that is lower than the exercise price of the Class B Warrants then the latter will be reduced to match that conversion price per share.

● Change in option price or rate of conversion: if the purchase or exercise price provided for in any of the Company’s options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any of the Company’s convertible securities, or the rate at which any convertible securities of the Company are convertible into or exercisable or exchangeable for common shares increases or decreases at any time, then the Class B Warrants’ exercise price will be adjusted to such price, provided that it is lower than the existing at the time Class B Warrants’ exercise price.

● Other events: if the Company takes any action that results in the dilution of the warrant holder not covered by the abovementioned round down protection measures (including, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company shall determine and implement an appropriate adjustment in the exercise price so as to protect the rights of the warrant holder.

In connection with the abovementioned round down protection, the change in the conversion price of the Series E shares constituted a “Change in Option Price or Rate of Conversion” (as defined in the Class B Warrant agreement) and that, pursuant to Section 3(f)(iii) of the Class B Warrant agreement, entitles each holder to in any exercise of Class B Warrants, designate the Exercise Price (as defined in the Class B Warrant agreement) as the conversion price at which the Series E Shares are convertible, namely the lesser of: (i) $500.00, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Shares onwards, but in no event will the Exercise Price be less than $1.00 (floor price of the Class B Warrants). During the year ended December 31, 2020 no Class B Warrants were exercised.

As of December 31, 2020 the Class B Warrants entitled their holders to purchase 168,000 common shares (the “warrant shares”) for an exercise price of $1.00 per warrant share (floor price).

Accounting Treatment of the Class B Warrants

As of the issuance date the fair value of the 4,200,000 Class B Warrants amounted to $0.2373 per warrant, using the Cox, Ross and Rubinstein Binomial methodology.

The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the Company’s Class B Warrants was the volatility used in the valuation model. The annualized eighteen-month daily historical volatility that has been applied in the warrant valuation at inception was 134%. A 5% increase in the volatility applied would have led to an increase of 14% in the fair value of the Class B Warrants.

The warrants issued in connection with the Company's follow-on offering provide for physical settlement requiring the Company to deliver shares to the holder of the warrants in exchange for cash. However, the warrants provide for a series of round down protection features that in accordance with ASU No. 2017-11 led to their classification as a liability since the settlement amount of the warrants may not equal the difference between the fair value of a fixed number of the Company shares and a fixed strike price. As a result, the fair value of the warrants is classified as a derivative liability and subsequent changes in fair value are recognized in the consolidated statements of comprehensive loss (see Note 14).

Equity distribution agreements: On May 25, 2018, February 12, 2020 and March 11, 2020, the Company, entered into three equity distribution agreements, or as they are commonly known, at-the-market offerings (“ATM”s), with Maxim Group LLC ("Maxim"). Under the first ATM the Company could sell up to $14,250 of its common stock and under each of the second and third ATMs the Company could sell up to $5,000 of its common stock with Maxim acting as a sales agent. Since Maxim was acting solely as a sales agent, it had no right to require any common stock sales. No warrants, derivatives, or other share classes were associated with these ATMs. On July 24, 2018 the Company terminated the first ATM and as of that date the Company had received proceeds (net of 2% fees), amounting to $2,781 and issued 4,981 common shares. The Company completed all sales under the second and third ATMs during February and March 2020 out of which the Company received proceeds (net of 2% fees), amounting to $9,800 and issued 2,693,191 common shares.

Registered Direct Offerings: On March 30, April 15, April 27, April 28, May 14, May 19, June 7, June 10, June 14, June 23 and July 6 2020, the Company closed registered direct offerings for the sale of an aggregate of 36,723,765 of its common shares for proceeds of $112,146 (net of placement agent fees ranging from 6.25% to 6.50%) with unaffiliated investors. Maxim acted as a placement agent in all of these registered direct offerings. No warrants, derivatives, or other share classes were associated with these Registered Direct Offerings.

Dividends to common stock holders: No dividends were paid to common stock holders in the years ended December 31, 2018, 2019 and 2020.

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Note 10 - Loss Per Common Share

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Earnings Per Share [Text Block]

10. Loss Per Common Share:

All shares issued are included in the Company's common stock and have equal rights to vote and participate in dividends and in undistributed earnings.

The components of the calculation of basic and diluted earnings per share for the years ended December 2018, 2019 and 2020 are as follows:

	Year Ended December 31,
	2018			2019			2020
Income:
Net loss attributable to common shareholders		(11,134	)		(30,989	)		(28,780	)
Earnings per share:
Weighted average common shares outstanding, basic and diluted		36,362			117,104			23,517,479
Loss per share, basic and diluted		(306.20	)		(264.63	)		(1.22	)

For the years ended December 31, 2018, 2019 and 2020 no dilutive shares were included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

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Note 11 - Voyage and Vessel Operating Expenses

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Voyage and Vessel Operating Expenses [Text Block]

11. Voyage and Vessel Operating Expenses:

The amounts in the accompanying consolidated statements of comprehensive loss are as follows:

Voyage Expenses	Year Ended December 31,
	2018		2019		2020
Port charges / other voyage expenses		1		678		1
Bunkers		18		830		659
Commissions (including $511, $829 and $761 respectively, to related party)		1,001		1,530		1,334
Total		1,020		3,038		1,994

Vessel Operating Expenses	Year Ended December 31,
	2018		2019		2020
Crew wages and related costs		10,185		15,771		14,532
Insurance		761		1,180		1,194
Repairs and maintenance (including $187, $247 and $60 respectively, to related party)		1,120		1,528		1,259
Spares and consumable stores		2,645		4,148		3,861
Registration and tonnage taxes (Note 13)		115		159		178
Total		14,826		22,786		21,024

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Note 12 - Interest and Finance Costs

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Interest and Finance Costs [Text Block]

12. Interest and Finance Costs:

The amounts in the accompanying consolidated statements of comprehensive loss are analyzed as follows:

Interest and Finance Costs	Year Ended December 31,
	2018			2019			2020
Interest on debt (including $874, $928 and $0, respectively, to related party)		7,373			16,586			16,033
Bank charges and loan commitment fees (including $179, $20 and $0, respectively, to related party)		262			282			233
Amortization and write-off of financing fees		1,305			1,812			6,311
Amortization of debt discount		2,504			324			-
Total		11,444			19,004			22,577
Less interest capitalized		(1,782	)		(927	)		(1,621	)
Total		9,662			18,077			20,956

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Note 13 - Income Taxes

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Income Tax Disclosure [Text Block]

13. Income Taxes:

Marshall Islands, Cyprus and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands, Cyprus and Liberia, the countries of the companies' incorporation and vessels' registration, the companies are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss.

The Company and its subsidiaries were not subject to United States federal income taxation in respect of income that is derived from the international operation of ships and the performance of services directly related as they qualified for the exemption of Section 883 of the Internal Revenue Code of 1986, as amended.

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Note 14 - Financial Instruments

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Financial Instruments Disclosure [Text Block]

14. Financial Instruments:

The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, prepaid expenses and other receivables. The principal financial liabilities of the Company consist of long term loans, accounts payable due to suppliers, amounts due to related parties, accrued liabilities and warrants granted to third parties.

a) Interest rate risk: The Company as of December 31, 2020 is not subject to market risks relating to changes in interest rates, since all of the Company’s financing facilities were not subject to floating interest rates.

b) Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash investments.

c) Fair value: 

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of its liquid assets.

The fair value of interest rate swaps was determined using a discounted cash flow method taking into account current and future interest rates and the creditworthiness of both the financial instrument counterparty the Company and, hence, they are considered Level 2 items in accordance with the fair value hierarchy. The Company paid a fixed rate and received a floating rate for these interest rate swaps. The fair values of these derivatives were derived principally from, or corroborated by, observable market data inputs included quoted prices for similar assets, liabilities (risk adjusted) and market-corroborated inputs, such as market comparables, interest rates, yield curves and other items that allowed values to be determined.

The fair value of warrants is determined using the Cox, Ross and Rubinstein Binomial methodology and hence are considered Level 3 items in accordance with the fair value hierarchy.

The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

Interest rate swap agreements

The Company had entered into interest rate swap transactions to manage interest costs and the risk associated with changing interest rates with respect to its variable interest rate credit facilities. These interest rate swaps were pay-fixed, receive-variable interest rate swaps based on the USD LIBOR swap rate. The Company had entered into the following agreements with ABN Amro Bank and Alpha Bank relating to interest rate swaps, the details of which were as follows:

				Notional Amount
Agreement date	Counterparty	Effective (start) date:	Original Termination Date:	As of December 31, 2019	Fixed rate
June 3, 2016	ABN Amro Bank	April 13, 2018	Ju1y 13, 2021	$14,113	1.4425%
December 19, 2016	ABN Amro Bank	December 21, 2016	January 13, 2022	$14,888	2.0800%
March 29, 2018	Alpha Bank	March 29, 2018	February 25, 2025	$19,100	2.9700%

On January 17, 2019, as part of the prepayment of ABN Facility Tranche C, the Company unwound the interest rate swap with ABN Amro bank dated December 19, 2016 and realized a gain of $213. Furthermore, on July 15, 2019, as part of the prepayment of the NORD/LB facility, the Company unwound the interest rate swap with NORD/LB bank dated May 17, 2017 and realized a loss of $205. On January 16 and January 21, 2020, as part of the prepayment of the ABN Facility, the Company unwound its two remaining interest rate swaps with ABN Amro bank and realized a loss of $405. On February 21, 2020, as part of the prepayment of the Alpha Bank Facility, the Company unwound its interest rate swap with Alpha bank and realized a loss of $927. In both cases the resulting losses include losses resulting from the discontinuation of hedge accounting applied that have now been transferred from Other comprehensive income to Gain / (Loss) on Derivative financial instruments in the accompanying consolidated statements of comprehensive loss.

2014 Warrant liability

On July 31, 2019 the 2014 Warrants expired.

Class B Warrant liability

The Company's Class B Warrant derivatives outstanding as of December 31, 2019 and 2020, are recorded at their fair values. As of December 31, 2020 the Company’s Class B Warrant derivatives consisted of 168,000 warrant shares outstanding, issued in connection with the Company’s November 2019 Registered Direct Offering that closed on November 7, 2019, as depicted in the following table:

Class B Warrants Outstanding December 31, 2019	Class B Warrant Shares Outstanding December 31, 2019	Original Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2019
4,200,000	168,000	18 months	$25.00	609

Class B Warrants Outstanding December 31, 2020	Class B Warrant Shares Outstanding December 31, 2020	Original Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2020
4,200,000	168,000	18 months	$1.00	66

* Applying the Floor Price

Recurring fair value measurements

The following table presents the fair value of those financial assets and liabilities measured at fair value on a recurring basis and their locations on the accompanying consolidated balance sheets, analyzed by fair value measurement hierarchy level:

			Fair Value Measurement at Reporting Date
As of December 31, 2019	Total		Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Current asset (Interest Rate Swaps)		82		-		82		-
Current liability (Interest Rate Swaps)		113		-		113		-
Non-current liability (Interest Rate Swaps)		985		-		985		-
Non-current liability (Class B Warrants)		609		-		-		609
As of December 31, 2020
Current liability (Class B Warrants)		66		-		-		66

As of December 31, 2019, the interest rate swaps relating to the ABN Facility (with effective dates April 13, 2018 and December 21, 2016) were classified in current assets and current liabilities respectively, due to the fact that the mortgaged vessels of the ABN Facility were classified as held for sale and the facility itself was classified in current liabilities. As of December 31, 2020, the Class B Warrants have been classified in current liabilities, due to the fact that they mature on May 7, 2021.

Non-recurring fair value measurements

			Fair Value Measurement at Reporting Date
	Total		Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
As of December 31, 2019
Assets held for sale		43,271		-		43,271		-
Investments in unconsolidated joint ventures		19,306		-		19,306		-

During the year ended December 31, 2019, in accordance with the provisions of relevant guidance, Assets held for sale with a carrying amount of $55,581 were written down to their fair value of $43,271, resulting in an impairment charge of $12,310, which is included in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2019. Additionally, Investments in unconsolidated joint ventures with a carrying amount of $22,450 were written down to their fair value of $19,306, resulting in an impairment charge of $3,144, which is included in the accompanying consolidated statements of comprehensive loss (see Note 17) for the year ended December 31, 2019. The fair value of the impaired vessels and investments in unconsolidated joint ventures was determined based on a market approach, which was determined using the purchase consideration in the sale agreements with the respective buyers for both the Company’s vessels in question and the vessels of the joint venture companies. As a result, the Company has classified these long-lived assets held for sale as Level 2.

The following table sets forth a summary of changes in fair value of the Company’s level 3 fair value measurements for the years ended December 31, 2019 and 2020:

Closing balance – December 31, 2018	1,915
Change in fair value of 2014 Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(1,915	)
Initial measurement of Class B Warrants at inception	997
Change in fair value of Class B Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(388	)
Closing balance – December 31, 2019	609
Change in fair value of Class B Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(543	)
Closing balance – December 31, 2020	66

Derivative Financial Instruments not designated as hedging instruments – Class B Warrants:

The major unobservable input in connection with the valuation of the Company’s Class B Warrants is the volatility used in the valuation model, which is approximated by using four-month daily historical observations of the Company’s share price. The annualized four-month daily historical volatility that has been applied in the warrant valuation as of December 31, 2020 was 109%. A 5% increase in the volatility applied would lead to an increase of 1% in the fair value of the Class B Warrants. The fair value of the Company’s Class B Warrants is considered by the Company to be classified as Level 3 in the fair value hierarchy since it is derived by unobservable inputs.

	Quantitative information about Level 3 Fair Value Measurements
Derivative type	Fair Value at December 31, 2019	Fair Value at December 31, 2020	Balance Sheet Location	Valuation Technique	Significant Unobservable Input	Input Value December 31, 2020
Class B Warrants	609	66	Non-Current / Current liabilities –Derivative financial instruments	Cox, Ross and Rubinstein Binomial	Volatility	109%

Location and amounts of derivative financial instruments fair values:

Information on the location and amounts of derivative financial instruments fair values in the balance sheet and derivative financial instrument losses in the statement of comprehensive loss are presented below:

	Amount of gain/(loss) recognized in Statement of comprehensive loss located in Gain / (Loss) on derivate financial instruments
	2018		2019			2020
Interest rate swaps- change in fair value		404		(841	)		(1,332	)
Interest rate swaps– realized gain/(loss)		-		139			(25	)
2014 Warrants- change in fair value		1,417		1,915			-
Class B Warrants- change in fair value		-		388			543
Total		1,821		1,601			(814	)

Derivative Financial Instruments designated as hedging instruments:

The components of accumulated other comprehensive loss included in the accompanying consolidated balance sheets consist of unrealized losses on cash flow hedges and are analyzed as follows:

	Unrealized (Loss) on cash flow hedges
Balance, December 31, 2018		-
Effective portion of changes in fair value of interest swap contracts		(1,361	)
Balance, December 31, 2019		(1,361	)
Termination of interest rate swap contracts		1,361
Balance, December 31, 2020		-

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Note 15 - Other Operating Loss

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Other Operating Income and Expense [Text Block]

15. Other operating loss

On January 15, January 21, March 9 and October 20, 2020 the Company terminated the time charters of M/T Eco Fleet, M/T Stenaweco Elegance, M/T Eco Palm Desert and M/T Eco California and incurred time charter termination fees amounting to $500, $1,850, $1,700 and $750 respectively.

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Note 16 - Mezzanine Equity

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Mezzanine Equity [Text Block]

16. Mezzanine Equity

On March 29, 2019, the Company entered into a Stock Purchase Agreement with Family Trading for the sale of 27,129 newly issued perpetual convertible preferred shares (the “Series E Shares”) at a price of one thousand dollars ($1,000) per share. The proceeds of the sale were used for the full and final settlement of all amounts due under the Further Amended Family Trading Credit Facility. The issuance of the Series E Shares was approved by a committee of the Company’s board of directors, of which all of the directors were independent.

Each holder of Series E Shares, at any time, has the right, subject to certain conditions, to convert all or any portion of the Series E Shares then held by such holder into the Company’s common shares at the conversion rate then in effect. Each Series E Share is convertible into the number of the Company’s common shares equal to the quotient of one thousand dollars ($1,000) plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series E Conversion Price”): (i) $500.00, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Shares onwards, but in no event will the Series E Conversion Price be less than the floor price (currently at $0.60). The floor price is adjusted (decreased) in case of splits or subdivisions of the Company’s outstanding shares and is not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares. The holders of each Series E Share are entitled to the voting power of one thousand (1,000) common shares of the Company. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Shares shall be entitled to receive the net assets of the Company pari-passu with the common shareholders. Furthermore the Company at its option shall have the right to redeem a portion or all of the outstanding Series E Shares. The Company shall pay an amount equal to one thousand dollars ($1,000) per each Series E Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends on such Series E Shares (collectively referred to as the "Redemption Amount").

The Series E Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstance. Finally, the holders of outstanding Series E Shares shall be entitled to receive, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a "Semi Annual Dividend Payment Date"), commencing on the first Semi Annual Dividend Payment Date, being June 30, 2019 in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Shares computed on the basis of a 365-day year and the actual days elapsed. Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends will not be payable in cash, if such payment violates any provision of any senior secured facility that the Company has entered or (as the case may be) will enter into, or any senior secured facility for which the Company has provided or (as the case may be) will provide a guarantee, for as long as such provisions, if any, remain in effect.

The Company determined that the Series E shares were more akin to equity than debt and that the above identified conversion feature, subject to adjustments, was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the conversion feature as a derivative liability was not required. Given that the Series D and Series E preferred stock's holders (Lax Trust) control a majority of the votes, the preferred equity is in essence redeemable at the option of the holder and hence has been classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”.

On June 30, 2019, the Company issued 1,029 Series E Shares for the payment of dividends accumulated since the original issuance of the Series E Shares through June 30, 2019 and on December 31, 2019, the Company declared a dividend of $1,621 for the period July 1, 2019 through December 31, 2019, which as of December 31, 2019 remained unpaid and was included in Due to related parties in the accompanying consolidated Balance sheets. During the year ended December 31, 2019 from July 25 to December 2, 2019 the company redeemed 12,434 Series E Shares and paid a total of $14,302 to Family Trading, $1,868 of which refers to the 15% redemption premium embedded in each redemption that the Company classified as deemed dividend. On February 17, 2020 the Company issued 16,004 Series E Shares to Family Trading, as settlement of $14,350 of consideration then outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from Mr. Evangelos J. Pistiolis, $1,621 of Series E Share dividends of the second half of 2019 and $32 of accrued interest on unpaid dividends from 2019.

At the initial issuance of Series E Shares, the Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of the Company's common stock per share on the commitment date, to additional paid-in capital, resulting in a discount of $9,339 on the Series E convertible preferred stock. The Company amortized this beneficial conversion in full in the period ended December 31, 2019 as the beneficial conversion was immediately exercisable and has been recognized as a deemed dividend. As the Company is in an accumulated deficit position, the offsetting amount was amortized as a deemed dividend recorded against additional paid-in-capital. During the year ended December 31, 2020, pursuant to issuances of Series E Shares, the Company recognized the beneficial conversion feature to additional paid-in capital, resulting in a discount of $1,067 on the Series E Shares which has been recognized as a deemed dividend.

During the year ended December 31, 2020, but before March 29, 2020, the Company redeemed 21,364 Series E Shares and paid a total of $24,569 to Family Trading, $3,204 of which refers to the 15% redemption premium.

As of December 31, 2020, upon conversion at the Series E Shares Conversion Price ($0.94) of 11,264 Series E Shares outstanding, Family Trading. would receive 12,901,674 common shares. However the Company on August 20, 2020 entered into a standstill agreement with Family Trading. for twelve months, pursuant to which Family Trading agreed not to convert any Series E Shares into the Company’s common shares, other than in connection with a change of control of the Company and hence the abovementioned conversion of Series E Shares into common shares should only be taken into account in that context.

After March 29, 2020 as per the original Series E Shares Statement of Designations all redemptions of Series E Shares will incur a redemption premium equal to twenty percent (20%) of the Liquidation Amount being redeemed instead of fifteen percent (15%). As of December 31, 2019 and 2020, the Company adjusted the carrying value of the Series E Shares to the maximum redemption amount, resulting in an increase of $4,227 and $2,253 respectively, which have been accounted as deemed dividend.

During the year ended December 31, 2020 the Company declared $1,796 of dividends to the Series E Shares holder, out of which $900 were paid via the issuance of 900 Series E Shares and $864 remain payable and are included in Due to related parties in the accompanying consolidated Balance sheets.

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Note 17 - Investments in Unconsolidated Joint Ventures

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

17. Investments in unconsolidated joint ventures

2017 Joint Venture

During the year ended December 31, 2019 the Company recorded its proportionate share of City of Athens and Eco Nine’s other comprehensive losses of $391 as a decrease to the Company’s Investments in unconsolidated joint ventures, with a corresponding increase in other comprehensive loss, in accordance with ASC 323-10-35-18. In December 2019, the Company wrote down its Investments in the 2017 Joint Venture to their fair value less costs to sell, resulting in an impairment charge of $3,144, pursuant to the Joint Ventures' plan to sell the vessels. Their fair value was based on a market approach, which was determined using the purchase consideration in the sale agreements with buyers for the vessels of the joint venture companies.

The Joint Venture’s vessels, the M/T Holmby Hills and the M/T Palm Springs were sold on March 26 and April 17, 2020 respectively. During the year ended December 31, 2020, the Company recognized a loss on the sale of its Investments in unconsolidated joint ventures amounting to $64, which is included in Equity gains in unconsolidated joint ventures (attributed to the 2017 Joint Venture) in the Company's consolidated statements of comprehensive loss. Net proceeds from the sale of the 2017 Joint Venture amounted to $19,555. The two companies that owned the vessels (City of Athens Pte. Ltd. and Eco Nine Pte. Ltd.) are in the final stages of dissolving.

New 2020 Joint Venture

On April 24, 2020 the Company acquired from a company affiliated with Mr. Evangelos J. Pistiolis, or the MR Seller, a 50% interest in two vessel owning companies (California 19 Inc. and California 20 Inc.) that owned two scrubber-fitted 50,000 dwt eco MR product tankers, M/T Eco Yosemite Park and M/T Eco Joshua Park respectively for $27,000, representing the Company’s share of interest in the fair value of the net assets acquired. Both vessels were delivered in March 2020 to the MR Seller from Hyundai Mipo shipyard of South Korea. The MR Seller had already entered into two joint venture agreements, for the two vessels, each with an equal ownership interest of 50%, with Just-C Limited, a wholly owned subsidiary of Gunvor Group Ltd (the other 50% owner). The abovementioned acquisition was approved by a special committee of the Company's board of directors (the “JV Special Committee”), of which all of the directors were independent and for which the JV Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor. Sale and purchase commissions due to CSI related to these investments amounting to $454 were accounted for as part of the investment.

Out of the purchase price of $27,000, $1,646 and $1,654 were recognized as excess of the purchase price over the underlying net book value (“Basis Differences”) for California 19 Inc. and California 20 Inc. respectively, attributed to the value assigned to the attached time charter. These Basis Differences are amortized over the duration of the firm period of the charter (5 years) and their amortization is included as a reduction in Gains in unconsolidated joint ventures. Furthermore $1,963 and $1,963 were also recognized as Basis Differences for California 19 Inc. and California 20 Inc. respectively, attributed to the fair market value over the carrying value of the vessels. These Basis Differences are amortized over the useful life of the vessels (25 years) and their amortization is also included as a reduction in Gains in unconsolidated joint ventures.

On March 12, 2020, California 19 Inc. together with California 20 Inc. entered into a loan agreement with Alpha Bank for a senior debt facility of $37,660 ($18,830 for each vessel). The loan has a term of five years and is payable on maturity via a balloon payment of $18,830 per vessel. The credit facility bears interest at LIBOR plus a margin of 3.00%. The facility carries customary covenants and restrictions, including the covenant that during the life of the facility, the market value of the vessels should be at least 200% of the facility outstanding and any shortfall should be covered by partial prepayments. Vessels are to be valued three times per year, every March, July and December. Provided that there is no breach of the above-mentioned covenant and no event of default has occurred and is continuing or would occur if such dividend distribution would take place, California 19 Inc. and California 20 Inc. may distribute dividends, without any consent from Alpha Bank. The loans are guaranteed by the Company in their entirety and this guarantee is not limited to the Company’s share of the net assets of California 19 Inc. and California 20 Inc (see Note 8).

Each of the two product tankers are on time charters that commenced in March 2020 with Clearlake Shipping Pte Ltd, a subsidiary of Gunvor Group Ltd for a firm term of five years plus two additional optional years.

The Company's exposure is limited to its share of the net assets of California 19 Inc. and California 20 Inc., proportionate to its 50% equity interest in these companies. Generally, the Company will share the profits and losses, cash flows and other matters relating to its investments in California 19 Inc. and California 20 Inc. in accordance with its ownership percentage. The vessels are managed by CSI, pursuant to management agreements. The Company accounts for investments in joint ventures using the equity method since it has joint control over the investment.

A condensed summary of the financial information for equity accounted investments 50% owned by the Company shown on a 100% basis are as follows:

	December 31, 2020
	California 19 Inc.		California 20 Inc.
Current assets		2,782		2,824
Non-current assets		37,952		37,980
Current liabilities		632		626
Long-term liabilities		18,637		18,632
Net operating revenues		4,955		4,766
Net profit		1,120		1,142

During the year ended December 31, 2020, California 19 Inc. and California 20 Inc. didn’t declare nor pay any dividends.

Recognition of Gains in unconsolidated joint ventures for the 2020 Joint Venture for the year ended December 31, 2020, is summarized below:

	December 31, 2020
	California 19 Inc.			California 20 Inc.
Net profit attributable to the Company		652			670
Amortization of Basis Differences		(272	)		(273	)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)		380			397

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Note 18 - Revenues

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

18. Revenues

Revenues are comprised of the following:

	2018		2019		2020
Time charter revenues		39,442		61,695		60,222
Time charter revenues from related parties		1,606		1,311		-
Voyage charter revenue		-		3,082		-
Total		41,048		66,088		60,222

The Company typically enters into time charters for periods ranging between three to five years and includes a charterer’s option to renew for a further two one-year periods at predetermined daily rates. Due to the volatility of the charter rates, the Company only accounts for the options when the Charterer gives notice that the option will be exercised. In addition, the time charter agreements may contain variable consideration in terms of profit share. The profit share is paid on a quarterly basis and consists of 50% of the difference (if that is positive) between the average Timecharter equivalent rates for MR2 Product Tankers of a number of publicly listed shipping companies to the agreed base fixed rate of the respective time charter. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non-hazardous cargo. In a time charter contract, the Company is responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire in advance of the upcoming contract period.

Included in Voyage charter revenue for the year ended December 31, 2019 is demurrage earned by the Company of $687. As of December 31, 2020, all of the Company’s vessels are employed under time charters.          

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Note 19 - Loss on Sale of Vessels

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Gain (Loss) on Sale of Property, Plant, and Equipment [Text Block]

19. Loss on sale of vessels:

During 2020 the Company sold the following vessels to unaffiliated third parties and collected the following gross proceeds:

Vessel	Date Sold	Selling Price (Gross)
M/T Stenaweco Energy	29/10/2020	$25,150
M/T Stenaweco Evolution	03/11/2020	$26,150
M/T Ecofleet	21/01/2020	$21,000
M/T Eco Revolution	14/01/2020	$23,000
M/T SW Excellence	14/10/2020	$27,008
M/T Stenaweco Elegance	21/02/2020	$33,500
M/T Eco Palm Desert	19/03/2020	$34,800
M/T Eco California	09/11/2020	$30,600
M/T Eco Bel Air	10/12/2020	$50,830
M/T Eco Beverly Hills	01/12/2020	$50,830
Total		$322,868

The net proceeds from the abovementioned sales amounted to $310,016, after deducting $10,852 of expenses and $2,000 of maintenance deposits (please see below). Out of the abovementioned vessels, the M/T Eco Revolution and M/T Eco Fleet were presented under Assets held for sale in the Company’s December 31, 2019 Balance sheet and were written down to their fair value less costs to sell. As a result of the abovementioned sales the Company recognized a loss from the disposal of vessels amounting to $12,355, which is separately presented in the Company's accompanying consolidated statements of comprehensive loss. For each of the vessels M/T Eco Bel Air and M/T Eco Beverly Hills that were sold and leased back (see Note 6) the buyer withheld $1,000 as a maintenance deposit, accounted for as a deposit asset, to be released at the end of the lease term, in accordance with ASC 840-10-25-39B. The Company evaluated these maintenance deposits and has not assigned any probability of them not being returned.

Following the sale of the above product tankers, the Company has been left with only one non-scrubber fitted vessel in its fleet (M/T Nord Valliant), thereby demonstrating its commitment towards scrubber fitted-vessels. Regarding the transaction of the M/T’s Eco Bel Air and Beverly Hills, the Company released equity while at the same time maintained its presence in the crude oil market, via the five-year Navigare Lease.

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Note 20 - Subsequent Events

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

20. Subsequent Events

On January 6, 2021 the Company sold to a related party affiliated with Mr. Evangelos J. Pistiolis (the “Buyer”) three shipowning companies that own M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) in exchange for:

● $10,000 in cash.

● 100% ownership in a Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted Suezmax Tanker currently under construction at Hyundai Samho shipyard with expected delivery in February 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with Central Tankers Chartering, for a firm duration of five years at a gross daily rate of $32,450, with a charterer’s option to extend for two additional years at $33,950 and $35,450.

● 35% ownership in one Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker currently under construction at Hyundai Heavy Industries shipyard with expected delivery in January 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a major oil trader, for a firm duration of three years at a gross daily rate of $36,000, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

● 35% ownership in one Marshall Islands company that is a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker currently under construction at Hyundai Heavy Industries shipyard with expected delivery in February 2022. The shipowning company is party to a time charter, starting from the vessel’s delivery, with a major oil trader, for a firm duration of three years at a gross daily rate of $35,750, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

● A forgiveness of $1,150 in payables to the Buyer.

The Buyer will remain the guarantor on the shipbuilding contracts towards the shipyard and in addition, the Buyer will provide the Company with an option for a credit line up to 10% of the total shipbuilding cost at market terms, amounting to $23,815. The transaction was approved by a special committee composed of independent members of the Company's board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to this transaction from an independent financial advisor.

On March 17, 2021, the Company signed a commitment letter with Alpha Bank for a senior debt facility of up to $38,000 to fund, in part, the delivery of M/T Eco Malibu (Hull No 866) due for delivery in May of 2021. The credit facility remains subject to the agreement and the execution of customary legal documentation. The loan will be payable in 12 consecutive quarterly installments of $750 and 12 consecutive quarterly installments of $625, commencing three months from draw down, and a balloon payment of $21,500 payable together with the last installment. The credit facility will bear interest at LIBOR plus a fixed margin and a commitment fee will be payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter.

On March 18, 2021, the Company entered into a credit facility with ABN Amro for $36,800 for the financing of the vessel M/T Eco West Coast (Hull No 866). This facility was drawn down in full. The credit facility is repayable in 24 consecutive quarterly installments of $615 commencing in June 2021, plus a balloon installment of $22,040 payable together with the last installment.

The facility contains various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% (iii) minimum free liquidity of $500 per delivered vessel owned/operated by the Company and (iv) market adjusted total assets of the Company minus total liabilities to be at least $60,000. Additionally, the facility contains restrictions on the shipowning company incurring further indebtedness or guarantees. It also restricts the shipowning company from paying dividends if such a payment will result in an event of default or in a breach of covenants under the loan agreement.

The facility is secured as follows:

•         First priority mortgage over M/T Eco West Coast;

•         Assignment of insurance and earnings of the mortgaged vessel;

•         Specific assignment of any time charters with duration of more than 12 months;

•         Corporate guarantee of the Company;

•         Pledge of the shares of the shipowning subsidiary;

•         Pledge over the earnings account of the vessel.

The facility bears interest at LIBOR plus a margin of 2.50%.

On March 26, 2021 the M/T Eco West Coast (Hull No 866) was delivered from Hyundai Heavy Industries shipyard in South Korea and on March 31, 2021 the vessel commenced its' time charter agreement with Clearlake.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

(a) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts and operating results of Top Ships Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation. Non-controlling interests are stated at the non-controlling interest’s proportion of the net assets of the subsidiaries where the Company has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased or decreased by the non-controlling interest’s share of subsequent changes in the equity of such subsidiaries. Total comprehensive income is attributed to a non-controlling interest even if this results in a deficit balance. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions and the carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect these changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

Use of Estimates, Policy [Policy Text Block]

(b) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates mainly include impairment of vessels, vessel useful lives and residual values and fair values of derivative instruments. Actual results may differ from these estimates.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

(c) Foreign Currency Translation: The Company’s functional currency is the U.S. Dollar because all vessels operate in international shipping markets, and therefore primarily transact business in U.S. Dollars. The Company’s books of account are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies are translated to U.S. Dollars based on the year-end exchange rates and any gains and losses are included in the statement of comprehensive loss.

Cash and Cash Equivalents, Policy [Policy Text Block]

(d) Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

(e) Restricted Cash: The Company considers amounts that are pledged, blocked, held as cash collateral, required to be maintained with a specific bank or be maintained by the Company as minimum cash under the terms of a loan agreement, as restricted and these amounts are presented separately on the balance sheets. In the event original maturities are shorter than twelve months, such deposits are presented as current assets while if original maturities are longer than twelve months, such deposits are presented as non-current assets.

Accounts Receivable [Policy Text Block]

(f) Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date, includes estimated recoveries from charterers for hire billings, net of a provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually, combined with the application of a historical recoverability ratio, for purposes of determining the appropriate provision for doubtful accounts. The Company assessed that it had no potentially uncollectible accounts and hence formed no provision for doubtful accounts at December 31, 2019 and 2020 respectively.

Inventory, Policy [Policy Text Block]

(g) Inventories: Inventories consist of lubricants and paints on board the vessels. Inventories are stated at the lower of cost and net realizable value. Cost, which consists of the purchase price, is determined by the first in, first out method.

Vessels Acquisitions [Policy Text Block]

(h) Vessel Cost: Vessels are stated at cost, which consists of the contract price, pre-delivery costs and capitalized interest incurred during the construction of new building vessels, and any material expenses incurred upon acquisition (improvements and delivery costs). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are charged to expense as incurred and are included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

(i) Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of the Company’s long lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans, declines in the fair market value of vessels and overall market conditions. If there are indications for impairment present, the Company determines undiscounted projected net operating cash flows for each vessel and compares it to the vessel's carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value, and the difference is recognized as an impairment loss. The impairment tests the Company conducted as of December 31, 2020, showed that there are no impairment indications for any of the vessels held for use in the Company’s fleet.

Depreciation, Depletion, and Amortization [Policy Text Block]

(j) Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, of $300 per lightweight ton. Management estimates the useful life of the Company's vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.

Discontinued Operations, Policy [Policy Text Block]

(k) Long Lived Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (a) management, having the authority to approve the action, commits to a plan to sell the asset, (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale. 

Long-lived assets previously classified as held for sale that are classified as held and used are revalued at the lower of (a) the carrying amount of the asset before it was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified as held and used and (b) the fair value of the asset at the date that the Company decided not to sell the asset.

Property, Plant and Equipment, Policy [Policy Text Block]

(l) Other Fixed Assets, Net: Other fixed assets, net, consist of furniture, office equipment, and cars, stated at cost, which consists of the purchase/contract price less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets as presented below:

Description	Useful Life (years)
Cars	6
Office equipment	5
Furniture and fittings	5
Computer equipment	3

Accounting for Dry Docking Costs [Policy Text Block]

(m) Accounting for Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.

Deferred Charges, Policy [Policy Text Block]

(n) Financing Costs: Fees incurred and paid to the lenders for obtaining new loans or refinancing existing ones are recorded as a contra to debt and such fees are amortized to interest and finance costs over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are expensed when a repayment or refinancing is made and charged to interest and finance costs.

Revenue [Policy Text Block]

(o) Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable monthly in advance. Time charter revenue is only recognized when an agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured. Revenue is shown net of address commissions, if applicable, payable directly to charterers under the relevant charter agreements. Address commissions represent a common market practice discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Commissions on time charter revenues are recognized on a pro rata basis over the duration of the period.

On adoption of ASC 842, the Company determined that all time charter-out contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company as lessor, does not have substantive substitution rights; and (iii) the charterer, as lessee, has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. The Company’s accounting for time charter out contracts was not impacted by the adoption of ASC 842 as the accounting is consistent with the Company’s prior policy.

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any off-hire period.  Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. The Company elected to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components (included in the daily hire rate) is the same and (ii) the lease component would be classified as an operating lease. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time. Under a time charter agreement, vessel operating expenses such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses and broker’s commissions are paid by the vessel owner, whereas voyage expenses such as bunkers, port expenses, agents’ fees, and extra war risk insurance are paid by the charterer. Vessel operating expenses are expensed as incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to periods after December 31 of each year.

When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company allocates the total cost between the vessel and the fair value of the attached time charter based on the relative fair values of the vessel and time charter acquired. The fair value of the attached time charter is computed as the present value of the difference between the contractual amount to be received over the term of the time charter and management’s estimates of the market time charter rate at the time of acquisition. The fair value of below or above market time charter is recognized as a liability or an intangible asset respectively and is amortized over the remaining period of the time charter as an increase or decrease to revenues.

Where the time charter contains a profit or loss sharing arrangement, the profit or loss is recognized based on amounts earned or incurred as of the reporting date.

The Company pays commissions to ship brokers and to the Company’s fleet manager (Note 5), a related party affiliated with the family of Mr. Evangelos J. Pistiolis , associated with arranging the Company’s charters. These brokers’ commissions are recognized over the related charter period and are included in voyage expenses.

Voyage charters

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. Demurrage revenue is recognized starting from the point that is determined that the amount can be estimated and its collection is probable and on a straight line basis until the end of the voyage. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue and is recognized as the performance obligation is satisfied. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight- line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company, as the shipowner, retains the control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

In a voyage charter contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulfillment costs because (1) incurred to fulfill a contract that the Company can specifically identify, (2) able to generate or enhance resources of the Company that will be used to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. The costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are amortized on a straight-line basis as the related performance obligations are satisfied.

Share-based Payment Arrangement [Policy Text Block]

(p) Stock Incentive Plan: All share-based compensation related to the grant of restricted and/or unrestricted shares provided to employees and to non-employee directors as well as to third party consultants and service providers for their services provided is included in “general and administrative expenses” in the consolidated statements of comprehensive loss. The shares that do not contain any future service vesting conditions are considered vested shares and recognized in full on the grant date. The shares that contain a time-based service vesting condition are considered non-vested shares on the grant date and recognized on a straight-line basis over the vesting period. The shares granted to employees or directors and to non-employees, vested and non-vested, are measured at fair value which is equal to the market value of the Company’s common stock on the grant date.

Earnings Per Share, Policy [Policy Text Block]

(q) Earnings / (Loss) per Share: Basic earnings/(loss) per share are computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes the incremental shares assumed issued under the treasury stock method weighted for the period the non-vested shares were outstanding. The computation of diluted earnings per share also reflects the potential dilution that could occur if warrants to issue common stock were exercised, to the extent that they are dilutive, using the treasury stock method, the potential dilution that could occur if convertible preferred stock were converted, using the if-converted method as well as the potential dilution that could occur if the Company completed all sales pursuant to common stock purchase agreements, using the if-converted method. Finally net income or loss available to common stockholders is reduced to reflect any deemed dividends on convertible preferred stock, weighted for the period the convertible preferred shares were outstanding.

Derivatives, Policy [Policy Text Block]

(r) Derivatives and Hedging, Hedge Accounting: The Company records every derivative instrument (including certain derivative instruments embedded in other contracts) on the balance sheet as either an asset or liability measured at its fair value, with changes in the derivatives' fair value recognized in earnings unless specific hedge accounting criteria are met.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. Contracts which meet the criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income” in equity, while the ineffective portion, if any, is recognized immediately in current period earnings. The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the statement of income. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as a component of “Gain/(Loss) on derivatives”.

Fair Value of Financial Instruments, Policy [Policy Text Block]

(s) Financial liabilities: Financial liabilities are classified as either financial liabilities at ‘fair value through the profit and loss’ (“FVTPL”) or ‘other financial liabilities’. Financial instruments classified as FVTPL are recognized at fair value in the balance sheet when the Company has an obligation to perform under the contractual provisions of those instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Changes in the fair value of financial instruments are recognized in earnings, except in the cases where these financial instruments fall under the guidance in ASC 815-40, where they are initially classified in equity and are initially measured at fair value in permanent equity and subsequent changes in fair value are not subsequently measured. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortized cost using the effective interest rate method.

Segment Reporting, Policy [Policy Text Block]

(t) Segment Reporting: The Chief Operating Decision Maker (“CODM”), Mr. Evangelos J. Pistiolis, receives financial information and evaluates the Company’s operations by charter revenues and not by the length, type of vessel or type of ship employment for its customers (i.e. time or bareboat charters) or by geographical region as the charterer is free to trade the vessel worldwide and as a result, the disclosure of geographic information is impracticable. The CODM does not use discrete financial information to evaluate the operating results for each such type of charter or vessel. Although revenue can be identified for these types of charters or vessels, management cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As a result, management, including the CODM, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates as one reportable segment.

Lessee, Leases [Policy Text Block]

(u) Leases:

● Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

● Finance lease: The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:

i. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii. The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

iv. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

v. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

When none of these criteria are met the Company classifies the lease as an operating lease.

● Operating lease- The Company as a lessee: The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Beneficial Conversion Feature [Policy Text Block]

(v) Beneficial conversion feature: A beneficial conversion feature is defined as a non-detachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the intrinsic value of the option, which is the in-the- money portion of the conversion option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

Investments in Unconsolidated Joint Ventures, Policy [Policy Text Block]

(w) Investments in unconsolidated joint ventures: The Company's investments in unconsolidated joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company's proportionate share of earnings or losses and distributions. The Company evaluates its investments in unconsolidated joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Consolidated Statements of comprehensive loss.

Comprehensive Income, Policy [Policy Text Block]

(x) Other Comprehensive Income: The Company follows the provisions of guidance regarding reporting comprehensive income which requires separate presentation of certain transactions, such as unrealized gains and losses from effective portion of cash flow hedges, which are recorded directly as components of stockholders’ equity

New Accounting Pronouncements, Policy [Policy Text Block]

(y) Recent Accounting Pronouncements:

New Accounting Pronouncements - Adopted

Fair Value Measurement Disclosures — In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU No. 2018-13"). ASU No. 2018-13, which is part of the FASB's broader disclosure framework project, modifies and supplements the current U.S. GAAP disclosure requirements pertaining to fair value measurements, with an emphasis on Level 3 disclosures of the valuation hierarchy. The Company adopted this ASU for the reporting period commencing on January 1, 2020 and has adjusted its disclosures accordingly.

Accounting standards issued but not yet adopted

The FASB has issued accounting standards that have not yet become effective and may impact the Company’s consolidated financial statements or related disclosures in future periods. These standards and their potential impact are discussed below:

Recent Accounting Pronouncements: In March 2020, the Financial Standard Board issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)”. ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to expected market transition from LIBOR and other interbank offered rates to alternative reference rates. This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022. The Company is currently evaluating the impact of this adoption in its consolidated financial statements and related disclosures.

In August 2020, the Financial Standard Board issued Accounting Standards Update (“ASU”) No. 2020-06 “Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity”, which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by the Company in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. The Company is currently evaluating the impact this guidance will have on our consolidated financial statements.

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Note 1 - Basis of Presentation and General Information (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

As of December 31,	2018		2019		2020
Consideration in cash		23,450		14,350		62,000
Less: Carrying value of net assets of companies acquired		1,190		7,649		-
Excess of consideration over acquired assets		22,260		6,701		62,000

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Note 2 - Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Other Fixed Assets, Useful Life Assumptions [Table Text Block]

Description	Useful Life (years)
Cars	6
Office equipment	5
Furniture and fittings	5
Computer equipment	3

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Note 3 - Going Concern (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

Year ending December 31,	Contractual Commitments
2021		116,434
2022		94,737
Total		211,171

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Note 4(a) - Advances for Vessels Acquisitions / Under Construction (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Advances for Vessels Acquisition Under Construction [Table Text Block]

	Advances for vessels acquisitions / under construction
Balance, December 31, 2018		38,744
— Advances paid		158,905
— Capitalized expenses		3,812
— Transferred to Vessels, net		(189,220	)
Balance, December 31, 2019		12,241
— Advances paid		117,203
— Capitalized expenses		3,509
— Transferred to Vessels, net		(76,959	)
— Transferred to Assets held for sale		(24,340	)
Balance, December 31, 2020		31,654

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Note 4(b) - Vessels, Net (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Property, Plant and Equipment [Table Text Block]

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, December 31, 2018		196,784			(16,149	)		180,635
— Transferred from advances for vessels acquisitions / under construction		189,220			-			189,220
— Acquisitions		51,940			-			51,940
— Impairment		(22,254	)		9,944			(12,310	)
— Transferred to Assets held for sale		(43,147	)		-			(43,147	)
— Depreciation		-			(12,392	)		(12,392	)
Balance, December 31, 2019		372,543			(18,597	)		353,946
— Transferred from advances for vessels acquisitions / under construction		76,959			-			76,959
— Disposals (see Note 19)		(303,157	)		21,718			(281,439	)
— Depreciation		-			(13,174	)		(13,174	)
Balance, December 31, 2020		146,345			(10,053	)		136,292

Property, Plant and Equipment, Additions [Table Text Block]

Vessel Name	Delivery Date	Yard Installments		Capitalized Expenses		Final Cost
M/T Eco California	January 30, 2019		34,313		1,270		35,583
M/T Eco Marina Del Ray	March 13, 2019		35,787		1,066		36,853
M/T Eco Bel Air	April 5, 2019		57,133		1,209		58,342
M/T Eco Beverly Hills	May 9, 2019		57,133		1,309		58,442
Subtotal 2019			184,366		4,854		189,220
M/T Eco Los Angeles	February 10, 2020		37,659		835		38,494
M/T Eco City of Angels	February 17, 2020		37,659		806		38,465
Subtotal 2020			75,318		1,641		76,959

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Note 5 - Transactions With Related Parties (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Related Party Transactions [Table Text Block]

	Year Ended December 31,
	2018			2019			2020			Presented in:
Executive officers and other personnel expenses		2,400			360			360		General and administrative expenses - Statement of comprehensive loss
Amortization of awarded shares*		(34	)		(34	)		(34	)	Management fees - related parties - Statement of comprehensive loss
Total		2,366			326			326

	Year Ended December 31, 2018	Presented in:
Management fees	101	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
	2,455	Management fees - related parties -Statement of comprehensive loss
Supervision services fees	63	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees	187	Vessel operating expenses -Statement of comprehensive loss
	101	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost	233	Management fees - related parties -Statement of comprehensive loss
Financing fees	139	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission for sale and purchase of vessels	3,861	Management fees - related parties -Statement of comprehensive loss
Commission on charter hire agreements	511	Voyage expenses - Statement of comprehensive loss
Performance incentive fee	1,250	Management fees - related parties - Statement of comprehensive loss
Total	8,901

	Year Ended December 31,
	2019	2020	Presented in:
Management fees	109	69	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
	2,237	1,953	Management fees - related parties -Statement of comprehensive loss
Supervision services fees	55	63	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees	247	60	Vessel operating expenses -Statement of comprehensive loss
	172	198	Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost	240	330	Management fees - related parties -Statement of comprehensive loss
Commission for sale and purchase of vessels	-	3,377	Management fees - related parties -Statement of comprehensive loss
		3,971	Loss from vessel sales -Statement of comprehensive loss
		454	Capitalized in Investments–Balance sheet
		1,017	Capitalized in Right of use assets from operating leases - Balance Sheet
Financing fees	263	-	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire agreements	829	761	Voyage expenses - Statement of comprehensive loss
Total	4,152	12,253

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Note 6 - Leases (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Year ending December 31,	Bareboat charter lease payments
2021		12,228
2022		12,084
2023		10,220
2024		10,038
2025		6,777
Total		51,347
Less imputed interest		(8,254	)
Total Lease Liability		43,093
Presented as follows:
Short-term lease liability		9,288
Long-term lease liability		33,805

Year ending December 31,	Time Charter receipts
2021		39,988
2022		24,046
2023		7,245
2024		1,178
Total		72,457

Schedule of Future Minimum Time-Charter Receipts [Table Text Block]

Year ending December 31,	Time Charter receipts
2021		18,910
2022		24,784
2023		24,784
2024		5,874
Total		74,352

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Note 7 - Debt (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Debt [Table Text Block]

Bank / Vessel(s)	December 31,
	2019			2020
Total long term debt:
Alpha Bank Facility (M/T Stenaweco Elegance), including Alpha Bank Top-Up Facility		20,075			-
AT Bank Facility (M/T Eco Palm Desert)		21,875			-
AT Bank Bridge Note (Top Ships)		10,500			-
OFI Facility (M/T Stenaweco Energy, M/T Stenaweco Evolution and M/T Stenaweco Excellence)		69,849			-
CMBFL Facility (M/T Eco Bel Air and M/T Eco Beverly Hills)		88,560			-
BoComm Leasing Facility (M/T Nord Valiant for 2019 and 2020 and M/T Eco California for 2019)		44,466			20,227
Cargill Facility (M/T Eco Marina Del Ray)		30,962			29,116
AVIC Facility (M/T Eco Los Angeles and M/T Eco City of Angels)		-			57,656
Total long term debt		286,287			106,999
Less: Deferred finance fees		(7,257	)		(2,380	)
Total long term debt net of deferred finance fees		279,030			104,619
Presented:
Current portion of long term debt		16,908			5,324
Long term debt		262,122			99,295
Debt related to Vessels held for sale:
ABN Facility (M/T Eco Fleet and M/T Eco Revolution)		30,300			-
Less: Deferred finance fees		(323	)		-
Debt related to Vessels held for sale net of deferred finance fees		29,977			-
Total Debt net of deferred finance fees and debt discounts		309,007			104,619

Schedule of Principle Repayments [Table Text Block]

Years
December 31, 2021	5,735
December 31, 2022	6,088
December 31, 2023	6,466
December 31, 2024	44,372
December 31, 2025	3,708
December 31, 2026 and thereafter	40,630
Total	106,999

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Note 10 - Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Year Ended December 31,
	2018			2019			2020
Income:
Net loss attributable to common shareholders		(11,134	)		(30,989	)		(28,780	)
Earnings per share:
Weighted average common shares outstanding, basic and diluted		36,362			117,104			23,517,479
Loss per share, basic and diluted		(306.20	)		(264.63	)		(1.22	)

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Note 11 - Voyage and Vessel Operating Expenses (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Other Operating Cost and Expense, by Component [Table Text Block]

Voyage Expenses	Year Ended December 31,
	2018		2019		2020
Port charges / other voyage expenses		1		678		1
Bunkers		18		830		659
Commissions (including $511, $829 and $761 respectively, to related party)		1,001		1,530		1,334
Total		1,020		3,038		1,994

Vessel Operating Expenses	Year Ended December 31,
	2018		2019		2020
Crew wages and related costs		10,185		15,771		14,532
Insurance		761		1,180		1,194
Repairs and maintenance (including $187, $247 and $60 respectively, to related party)		1,120		1,528		1,259
Spares and consumable stores		2,645		4,148		3,861
Registration and tonnage taxes (Note 13)		115		159		178
Total		14,826		22,786		21,024

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Note 12 - Interest and Finance Costs (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Interest and Finance Costs [Table Text Block]

Interest and Finance Costs	Year Ended December 31,
	2018			2019			2020
Interest on debt (including $874, $928 and $0, respectively, to related party)		7,373			16,586			16,033
Bank charges and loan commitment fees (including $179, $20 and $0, respectively, to related party)		262			282			233
Amortization and write-off of financing fees		1,305			1,812			6,311
Amortization of debt discount		2,504			324			-
Total		11,444			19,004			22,577
Less interest capitalized		(1,782	)		(927	)		(1,621	)
Total		9,662			18,077			20,956

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Note 14 - Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

				Notional Amount
Agreement date	Counterparty	Effective (start) date:	Original Termination Date:	As of December 31, 2019	Fixed rate
June 3, 2016	ABN Amro Bank	April 13, 2018	Ju1y 13, 2021	$14,113	1.4425%
December 19, 2016	ABN Amro Bank	December 21, 2016	January 13, 2022	$14,888	2.0800%
March 29, 2018	Alpha Bank	March 29, 2018	February 25, 2025	$19,100	2.9700%

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Class B Warrants Outstanding December 31, 2019	Class B Warrant Shares Outstanding December 31, 2019	Original Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2019
4,200,000	168,000	18 months	$25.00	609

Class B Warrants Outstanding December 31, 2020	Class B Warrant Shares Outstanding December 31, 2020	Original Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2020
4,200,000	168,000	18 months	$1.00	66

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

			Fair Value Measurement at Reporting Date
As of December 31, 2019	Total		Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Current asset (Interest Rate Swaps)		82		-		82		-
Current liability (Interest Rate Swaps)		113		-		113		-
Non-current liability (Interest Rate Swaps)		985		-		985		-
Non-current liability (Class B Warrants)		609		-		-		609
As of December 31, 2020
Current liability (Class B Warrants)		66		-		-		66

Fair Value Measurements, Nonrecurring [Table Text Block]

			Fair Value Measurement at Reporting Date
	Total		Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
As of December 31, 2019
Assets held for sale		43,271		-		43,271		-
Investments in unconsolidated joint ventures		19,306		-		19,306		-

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Closing balance – December 31, 2018	1,915
Change in fair value of 2014 Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(1,915	)
Initial measurement of Class B Warrants at inception	997
Change in fair value of Class B Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(388	)
Closing balance – December 31, 2019	609
Change in fair value of Class B Warrants, included in Gain / (Loss) on derivative financial instruments in the consolidated statements of comprehensive loss	(543	)
Closing balance – December 31, 2020	66

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

	Quantitative information about Level 3 Fair Value Measurements
Derivative type	Fair Value at December 31, 2019	Fair Value at December 31, 2020	Balance Sheet Location	Valuation Technique	Significant Unobservable Input	Input Value December 31, 2020
Class B Warrants	609	66	Non-Current / Current liabilities –Derivative financial instruments	Cox, Ross and Rubinstein Binomial	Volatility	109%

Derivative Instruments, Gain (Loss) [Table Text Block]

	Amount of gain/(loss) recognized in Statement of comprehensive loss located in Gain / (Loss) on derivate financial instruments
	2018		2019			2020
Interest rate swaps- change in fair value		404		(841	)		(1,332	)
Interest rate swaps– realized gain/(loss)		-		139			(25	)
2014 Warrants- change in fair value		1,417		1,915			-
Class B Warrants- change in fair value		-		388			543
Total		1,821		1,601			(814	)

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	Unrealized (Loss) on cash flow hedges
Balance, December 31, 2018		-
Effective portion of changes in fair value of interest swap contracts		(1,361	)
Balance, December 31, 2019		(1,361	)
Termination of interest rate swap contracts		1,361
Balance, December 31, 2020		-

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Note 17 - Investments in Unconsolidated Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Condensed Financial Statements [Table Text Block]

	December 31, 2020
	California 19 Inc.		California 20 Inc.
Current assets		2,782		2,824
Non-current assets		37,952		37,980
Current liabilities		632		626
Long-term liabilities		18,637		18,632
Net operating revenues		4,955		4,766
Net profit		1,120		1,142

	December 31, 2020
	California 19 Inc.			California 20 Inc.
Net profit attributable to the Company		652			670
Amortization of Basis Differences		(272	)		(273	)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)		380			397

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Note 18 - Revenues (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Disaggregation of Revenue [Table Text Block]

	2018		2019		2020
Time charter revenues		39,442		61,695		60,222
Time charter revenues from related parties		1,606		1,311		-
Voyage charter revenue		-		3,082		-
Total		41,048		66,088		60,222

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Note 19 - Loss on Sale of Vessels (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Sale of Vessels [Table Text Block]

Vessel	Date Sold	Selling Price (Gross)
M/T Stenaweco Energy	29/10/2020	$25,150
M/T Stenaweco Evolution	03/11/2020	$26,150
M/T Ecofleet	21/01/2020	$21,000
M/T Eco Revolution	14/01/2020	$23,000
M/T SW Excellence	14/10/2020	$27,008
M/T Stenaweco Elegance	21/02/2020	$33,500
M/T Eco Palm Desert	19/03/2020	$34,800
M/T Eco California	09/11/2020	$30,600
M/T Eco Bel Air	10/12/2020	$50,830
M/T Eco Beverly Hills	01/12/2020	$50,830
Total		$322,868

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Note 1 - Basis of Presentation and General Information (Details Textual)									1 Months Ended	12 Months Ended
	Aug. 10, 2020	Aug. 07, 2020	May 28, 2020 USD ($) T	May 06, 2020 USD ($) T	Dec. 18, 2019 USD ($) T	Aug. 22, 2019	Mar. 26, 2018	Jan. 31, 2018 USD ($) T	Jun. 30, 2018 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Payments to Acquire Businesses, Gross										$ 62,000,000	$ 14,350,000	$ 23,450,000
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	25	25				20	10
COVID 19 [Member]
Decrease in Revenues from Off-hire Days										487,000
PCH Dreaming, Inc. [Member]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
Business Combination, Consideration Transferred, Total								$ 3,950,000
Charter Term (Year)								1 year	5 years
Charter Rate Per Day								$ 16,000	$ 15,100
Charter Option To Extend Term (Year)								2 years
Charter Option to Extend, Rate Per Day, Year One								$ 17,000
Charter Option to Extend, Rate Per Day, Year Two								$ 18,000
PCH Dreaming, Inc. [Member] | M/T Eco Marina Del Ray [Member]
Size of Vessel (US Ton) | T								50,000
South California, Inc. [Member]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
Size of Vessel (US Ton) | T								157,000
Business Combination, Consideration Transferred, Total								$ 8,950,000
Charter Term (Year)								1 year	3 years
Charter Rate Per Day								$ 25,000	$ 24,500
Charter Option To Extend Term (Year)								2 years	2 years
Charter Option to Extend, Rate Per Day, Year One								$ 26,000	$ 28,000
Charter Option to Extend, Rate Per Day, Year Two								$ 27,000	$ 29,500
Malibu Warrior, Inc. [Member]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
Size of Vessel (US Ton) | T								157,000
Business Combination, Consideration Transferred, Total								$ 8,950,000
Charter Term (Year)								1 year	3 years
Charter Rate Per Day								$ 25,000	$ 24,500
Charter Option To Extend Term (Year)								2 years	2 years
Charter Option to Extend, Rate Per Day, Year One								$ 26,000	$ 28,000
Charter Option to Extend, Rate Per Day, Year Two								$ 27,000	$ 29,500
ECO Seven, Inc. [Member]
Business Acquisition, Percentage of Voting Interests Acquired								10.00%
Business Combination, Consideration Transferred, Total								$ 1,600,000
Business Combination, Step Acquisition, Equity Interest in Acquiree, including Subsequent Acquisition, Percentage, Total								100.00%
Santa Catalina Inc. and Santa Monica Inc. [Member]
Business Acquisition, Percentage of Voting Interests Acquired					100.00%
Santa Catalina Inc. and Santa Monica Inc. [Member] | Asset under Construction [Member]
Size of Vessel (US Ton) | T					50,000
Business Combination, Consideration Transferred, Total					$ 14,350,000
Charter Term (Year)					3 years
Charter Rate Per Day					$ 17,500
Charter Option To Extend Term (Year)					2 years
Charter Option to Extend, Rate Per Day, Year One					$ 18,750
Charter Option to Extend, Rate Per Day, Year Two					$ 20,000
Number of Vessels					2
Advances of Shipyard Installments					$ 7,515,000
Capitalized Contract Cost, Net, Total					134,000
Santa Catalina Inc. and Santa Monica Inc. [Member] | Asset under Construction [Member] | Payable Upon Purchase of the Vessel Owning Companies [Member]
Business Combination, Contingent Consideration, Liability, Total					7,515,000
Santa Catalina Inc. and Santa Monica Inc. [Member] | Asset under Construction [Member] | Payable Upon Delivery of the Vessels From the Shipyard [Member]
Business Combination, Contingent Consideration, Liability, Total					$ 6,835,000
Three Marshall Islands Companies [Member]
Business Acquisition, Percentage of Voting Interests Acquired				100.00%
Business Combination, Consideration Transferred, Total				$ 18,000,000
Charter Term (Year)				5 years
Charter Rate Per Day				$ 16,200
Charter Option To Extend Term (Year)				2 years
Charter Rate Per Day, Optional Year One				$ 17,200
Charter Rate Per Day, Optional Year Two				$ 18,200
Payments to Acquire Businesses, Gross										16,850,000
Three Marshall Islands Companies [Member] | Due to Related Parties [Member]
Business Combination, Contingent Consideration, Liability, Total										$ 1,150,000
Three Marshall Islands Companies [Member] | Asset under Construction [Member]
Size of Vessel (US Ton) | T				50,000
Two Marshall Islands Companies [Member]
Business Acquisition, Percentage of Voting Interests Acquired			50.00%
Business Combination, Consideration Transferred, Total			$ 22,000,000
Charter Term (Year)			3 years
Charter Rate Per Day			$ 33,950
Charter Option To Extend Term (Year)			2 years
Charter Rate Per Day, Optional Year One			$ 34,750
Charter Rate Per Day, Optional Year Two			$ 36,750
Two Marshall Islands Companies [Member] | Asset under Construction [Member]
Size of Vessel (US Ton) | T			157,000
City of Athens [Member]
Equity Method Investment, Ownership Percentage										50.00%
Eco Nine [Member]
Equity Method Investment, Ownership Percentage										50.00%
California 19 Inc. [Member]
Equity Method Investment, Ownership Percentage										50.00%
California 20 Inc. [Member]
Equity Method Investment, Ownership Percentage										50.00%

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Note 1 - Basis of Presentation and General Information - Excess of Consideration Over Acquired Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Consideration in cash	$ 62,000	$ 14,350	$ 23,450
Less: Carrying value of net assets of companies acquired	0	7,649	1,190
Excess of consideration over acquired assets	$ 62,000	$ 6,701	$ 22,260

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Note 2 - Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 0	$ 0
Voyage Contract, Standard Payment Term Percentage	95.00%
Number of Reportable Segments	1
Vessels [Member]
Salvage Value Per Lightweight Ton	$ 300
Property, Plant and Equipment, Useful Life (Year)	25 years

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Note 2 - Significant Accounting Policies - Other Fixed Assets, Useful Life (Details)	12 Months Ended
	Dec. 31, 2020
Automobiles [Member]
Useful lives (Year)	6 years
Office Equipment [Member]
Useful lives (Year)	5 years
Furniture and Fixtures [Member]
Useful lives (Year)	5 years
Computer Equipment [Member]
Useful lives (Year)	3 years

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Note 3 - Going Concern (Details Textual) - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Apr. 23, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jan. 06, 2021
Working Capital Surplus (Deficit)		$ 19,672
Cash and Cash Equivalents, at Carrying Value, Ending Balance		19,328	$ 4,412	$ 57
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total		(22,818)	(14,773)	(11,129)
Net Cash Provided by (Used in) Operating Activities, Total		6,040	$ 19,194	$ 716
Contractual Obligation, Total		$ 182,016
Subsequent Event [Member]
Contractual Obligation, Total					$ 211,171
Debt Instrument, Unused Borrowing Capacity, Amount					38,000
Payments of Contractual Obligation	$ 56,437
Subsequent Event [Member] | A Company Affiliated With Mr. Evangelos J. Pistiolis [Member]
Line of Credit Facility, Maximum Borrowing Capacity					$ 23,815
Subsequent Event [Member] | M/T Julius Caesar [Member]
Interest in Vessel, Percentage					35.00%
Subsequent Event [Member] | M/T Legio X Equestris [Member]
Interest in Vessel, Percentage					35.00%

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Note 3 - Going Concern - Contractual Commitments (Details) - USD ($) $ in Thousands	Jan. 06, 2021	Dec. 31, 2020
Total		$ 182,016
Subsequent Event [Member]
Contractual Obligation, to be Paid, Year One	$ 116,434
Contractual Obligation, to be Paid, Year Two	94,737
Total	$ 211,171

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Note 4(a) - Advances for Vessels Acquisitions / Under Construction (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Advances for Vessels Acquisitions Under Construction	$ 31,654	$ 12,241	$ 38,744
Capitalized Expenses, Gross	1,641	$ 4,854
M/T West Coast [Member]
Advances for Vessels Acquisitions Under Construction	18,991
Capitalized Expenses, Gross	624
M/T Malibu [Member]
Advances for Vessels Acquisitions Under Construction	12,663
Capitalized Expenses, Gross	$ 419

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Note 4(a) - Advances for Vessels Acquisitions / Under Construction - Advances for Vessels Acquisitions Under Construction (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Balance	$ 12,241	$ 38,744
— Advances paid	117,203	158,905
— Capitalized expenses	3,509	3,812
— Transferred to Vessels, net	(76,959)	(189,220)
— Transferred to Assets held for sale	(24,340)
Balance	$ 31,654	$ 12,241

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Note 4(b) - Vessels, Net (Details Textual) - USD ($) $ in Thousands					12 Months Ended
	Nov. 03, 2020	Oct. 29, 2020	Nov. 20, 2019	Nov. 18, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Payments to Acquire Property, Plant, and Equipment, Total					$ (0)	$ 48,140	$ (0)
M/T Stenaweco Energy [Member]
Payment to Purchase of Vessel				$ 23,953
Payments to Acquire Property, Plant, and Equipment, Total		$ 19,808		$ 2,477
M/T Stenaweco Evolution [Member]
Payment to Purchase of Vessel			$ 24,187
Payments to Acquire Property, Plant, and Equipment, Total	$ 22,570		$ 1,323

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Note 4(b) - Vessels, Net - Summary of Vessels (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Balance, cost	$ 189,220
Balance, Net Book Value	366,842
Depreciation	(13,174)	$ (12,392)	$ (6,390)
Balance, cost	76,959	189,220
Balance, Net Book Value	213,716	366,842
Vessels [Member]
Balance, cost	372,543	196,784
Balance, Accumulated Depreciation	(18,597)	(16,149)
Balance, Net Book Value	353,946	180,635
— Transferred from advances for vessels acquisitions / under construction	76,959	189,220
— Acquisitions		51,940
— Impairment		(22,254)
— Impairment		9,944
— Impairment		(12,310)
— Transferred to Assets held for sale		(43,147)
Depreciation	(13,174)	(12,392)
— Disposals, cost	(303,157)
— Disposals, Accumulated Depreciation	21,718
— Disposals (see Note 19)	(281,439)
Balance, cost	146,345	372,543	196,784
Balance, Accumulated Depreciation	(10,053)	(18,597)	(16,149)
Balance, Net Book Value	$ 136,292	$ 353,946	$ 180,635

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Note 4(b) - Vessels, Net - Delivery of Vessels (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Yard Installments	$ 75,318	$ 184,366
Capitalized Expenses	1,641	4,854
Final Carrying Amount	76,959	189,220
M/T Eco California [Member]
Yard Installments		34,313
Capitalized Expenses		1,270
Final Carrying Amount		35,583
M/T Eco Marina Del Ray [Member]
Yard Installments		35,787
Capitalized Expenses		1,066
Final Carrying Amount		36,853
M/T Eco Bel Air [Member]
Yard Installments		57,133
Capitalized Expenses		1,209
Final Carrying Amount		58,342
M/T Eco Beverly Hills [Member]
Yard Installments		57,133
Capitalized Expenses		1,309
Final Carrying Amount		$ 58,442
M/T Eco Los Angeles [Member]
Yard Installments	37,659
Capitalized Expenses	835
Final Carrying Amount	38,494
M/T Eco City of Angels [Member]
Yard Installments	37,659
Capitalized Expenses	806
Final Carrying Amount	$ 38,465

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Note 4(c) - Assets Held for Sale (Details Textual) - USD ($)				12 Months Ended
	Jan. 21, 2020	Jan. 14, 2020	Dec. 12, 2019	Dec. 31, 2019	Dec. 31, 2020
Impairment of Long-Lived Assets to be Disposed of				$ 12,310,000
Assets Held-for-sale, Not Part of Disposal Group, Current, Total				43,271,000	$ 24,340,000
Inventory, Net, Total				848,000	514,000
MT Eco Fleet [Member]
Impairment of Long-Lived Assets to be Disposed of			$ 6,779,000
Assets Held-for-sale, Not Part of Disposal Group, Current, Total				20,667,000
Proceeds from Sale of Property, Plant, and Equipment, Total	$ 21,000,000	$ 23,000,000
M/T Eco Revolution [Member]
Impairment of Long-Lived Assets to be Disposed of			$ 5,531,000
Assets Held-for-sale, Not Part of Disposal Group, Current, Total				22,604,000
Inventory, Net, Total				$ 124,000
Eco Van Nuys [Member]
Assets Held-for-sale, Not Part of Disposal Group, Current, Total					8,187
Eco Santa Monica [Member]
Assets Held-for-sale, Not Part of Disposal Group, Current, Total					8,146
Eco Venice Beach [Member]
Assets Held-for-sale, Not Part of Disposal Group, Current, Total					$ 8,007

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Note 5 - Transactions With Related Parties (Details Textual) - USD ($)					1 Months Ended	3 Months Ended	12 Months Ended
	May 04, 2020	Mar. 29, 2019	Jan. 02, 2018	Sep. 01, 2017	Apr. 30, 2019	Jun. 18, 2014	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Due to Related Parties, Current, Total							$ 5,159,000	$ 16,592,000
Central Mare [Member]
Due from Related Parties, Current, Total							$ 29,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in shares)							0
Related Party Transaction, Amounts of Transaction							$ 326,000	326,000	$ 2,366,000
Central Mare [Member] | Amortization of Awarded Shares [Member]
Related Party Transaction, Amounts of Transaction							$ 34,000	34,000	34,000
Mr. Evangelos J. Pistiolis [Member] | Incentive Compensation for Completion of Newbuilding Program [Member]
Related Party Transaction, Amounts of Transaction			$ 2,250,000
Central Shipping Monaco SAM [Member]
Related Party Transaction, Amounts of Transaction									8,901,000
Management Fees Per Vessel Per Day						$ 541
Related Party Chartering Commission Percentage						1.25%
Related Party Sale or Purchase Commission Percentage						1.00%
Relate Party Financing Commission Percentage						0.20%
Related Party, Supervision Services Fee, Percentage						7.00%
Related Party Transaction Term (Year)	5 years						5 years
Due to Related Parties, Current, Total							$ 0	0
Charter Rate Per Day	$ 16,200
Central Shipping Monaco SAM [Member] | Technical Management Fee [Member]
Management Fees Per Vessel Per Day						$ 595
Central Shipping Monaco SAM [Member] | Commercial Management Fee [Member]
Management Fees Per Vessel Per Day						$ 328
Central Shipping Monaco SAM [Member] | Newbuilding Supervision Fee [Member]
Related Party Transaction, Amounts of Transaction									$ 958,000
Central Shipping Monaco SAM [Member] | Optional Year 1 [Member]
Charter Rate Per Day	17,200
Central Shipping Monaco SAM [Member] | Optional Year 2 [Member]
Charter Rate Per Day	$ 18,200
Central Shipping Inc [Member]
Related Party Transaction, Amounts of Transaction							12,253,000	4,152,000
Management Fees Per Vessel Per Day							$ 510
Related Party Chartering Commission Percentage							1.25%
Related Party Sale or Purchase Commission Percentage							1.00%
Relate Party Financing Commission Percentage							0.20%
Related Party, Supervision Services Fee, Percentage							7.00%
Related Party Transaction Term (Year)							5 years
Due to Related Parties, Total							$ 3,116,000	621,000
Central Shipping Inc [Member] | Technical Management Fee [Member]
Related Party Transaction, Amounts of Transaction							967,000	985,000
Management Fees Per Vessel Per Day							561
Immediate Family Member of Management or Principal Owner [Member] | Family Trading [Member] | Revolving Credit Facility [Member]
Stock Issued During Period, Shares, New Issues (in shares)		27,129
Family Trading [Member] | Due to Related Parties [Member]
Dividends Payable							864,000	1,621,000
Affiliated Entity [Member] | M/T Stenaweco Elegance [Member]
Due to Related Parties, Total							$ 1,150,000	$ 14,350,000
Central Ship Chartering [Member]
Related Party Chartering Commission Percentage				1.25%
Charter Term (Year)				3 years
Charter Rate Per Day				$ 14,750
Charter Option Term (Year)				2 years
Central Ship Chartering [Member] | Optional Year 1 [Member]
Charter Rate Per Day				$ 15,250
Central Ship Chartering [Member] | Optional Year 2 [Member]
Charter Rate Per Day				$ 15,750
Shell Tankers Singapore Private Limited [Member]
Percentage of Profit Share Per Day Over Fixed Amount					50.00%
Shell Tankers Singapore Private Limited [Member] | Optional Year 1 [Member]
Charter Rate Per Day					$ 13,300
Shell Tankers Singapore Private Limited [Member] | Optional Year 2 [Member]
Charter Rate Per Day					$ 13,950

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Note 5 - Transactions With Related Parties - Fees Charged by Related Parties (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Commissions on Charter Hire Agreements [Member]
Related Party Transaction, Amounts of Transaction		$ 761	$ 829	$ 511
Commissions on Charter Hire Agreements [Member] | Voyage Expenses [Member]
Related Party Transaction, Amounts of Transaction		761	829	511
Central Mare [Member]
Related Party Transaction, Amounts of Transaction		326	326	2,366
Central Mare [Member] | Executive Officers and Other Personnel Expenses [Member] | General and Administrative Expense [Member]
Related Party Transaction, Amounts of Transaction		360	360	2,400
Central Mare [Member] | Amortization of Awarded Shares [Member]
Related Party Transaction, Amounts of Transaction		34	34	34
Central Mare [Member] | Amortization of Awarded Shares [Member] | Management Fees Related Party [Member]
Related Party Transaction, Amounts of Transaction	[1]	(34)	(34)	(34)
Central Shipping Monaco SAM [Member]
Related Party Transaction, Amounts of Transaction				8,901
Central Shipping Monaco SAM [Member] | Management Fees [Member] | Vessels, Net [Member]
Fees charged				101
Central Shipping Monaco SAM [Member] | Supervision Fee [Member] | Vessels, Net [Member]
Fees charged				63
Central Shipping Monaco SAM [Member] | Supervision Fee [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction				2,455
Central Shipping Monaco SAM [Member] | Superintendent Fees [Member] | Vessels, Net [Member]
Fees charged				101
Central Shipping Monaco SAM [Member] | Superintendent Fees [Member] | Vessel Operating Expenses [Member]
Related Party Transaction, Amounts of Transaction				187
Central Shipping Monaco SAM [Member] | Accounting and Reporting Cost [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction				233
Central Shipping Monaco SAM [Member] | Financing Fees [Member] | Long-term Debt [Member]
Financing fees				139
Central Shipping Monaco SAM [Member] | Commission for Sale and Purchase of Vessels [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction				3,861
Central Shipping Monaco SAM [Member] | Commissions on Charter Hire Agreements [Member] | Voyage Expenses [Member]
Related Party Transaction, Amounts of Transaction				511
Central Shipping Monaco SAM [Member] | Incentive Fee for the Provision of Services [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction				$ 1,250
Central Shipping Inc [Member]
Related Party Transaction, Amounts of Transaction		12,253	4,152
Central Shipping Inc [Member] | Management Fees [Member] | Vessels, Net [Member]
Fees charged		69	109
Central Shipping Inc [Member] | Management Fees [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction		1,953	2,237
Central Shipping Inc [Member] | Supervision Fee [Member] | Vessels, Net [Member]
Fees charged		63	55
Central Shipping Inc [Member] | Superintendent Fees [Member] | Vessels, Net [Member]
Fees charged		198	172
Central Shipping Inc [Member] | Superintendent Fees [Member] | Vessel Operating Expenses [Member]
Related Party Transaction, Amounts of Transaction		60	247
Central Shipping Inc [Member] | Accounting and Reporting Cost [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction		330	240
Central Shipping Inc [Member] | Financing Fees [Member] | Long-term Debt [Member]
Financing fees			263
Central Shipping Inc [Member] | Commission for Sale and Purchase of Vessels [Member] | Investments [Member]
Fees charged		454
Central Shipping Inc [Member] | Commission for Sale and Purchase of Vessels [Member] | Right-of-use Assets from Operating Leases [Member]
Fees charged		1,017
Central Shipping Inc [Member] | Commission for Sale and Purchase of Vessels [Member] | Management Fees - Related Parties [Member]
Related Party Transaction, Amounts of Transaction		3,377
Central Shipping Inc [Member] | Commission for Sale and Purchase of Vessels [Member] | Loss from Vessel Sales [Member]
Related Party Transaction, Amounts of Transaction		3,971
Central Shipping Inc [Member] | Commissions on Charter Hire Agreements [Member] | Voyage Expenses [Member]
Related Party Transaction, Amounts of Transaction		$ 761	$ 829

[1] As per the Company's equity incentive plan, or the 2015 plan (currently null and void since due to the recent reverse stock splits of the Company’s stock the shares left to be vested are zero), the Company incurred an amortization gain of $34 relating to the amortization of the original fair value of the equity incentive plan recognized at inception, for each of the years ended December 31, 2018, 2019 and 2020.

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Note 6 - Leases (Details Textual)						12 Months Ended				24 Months Ended
	Dec. 10, 2020 USD ($)	Dec. 10, 2020 USD ($)	Dec. 20, 2019	Mar. 31, 2015 USD ($)	Jan. 29, 2015 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2022 USD ($)
Payments to Acquire Property, Plant, and Equipment, Total							$ (0)	$ 48,140,000	$ (0)
Operating Lease, Right-of-Use Asset							$ 45,222,000	0
Operating Lease, Weighted Average Remaining Lease Term (Month)							59 months 6 days
M/T Eco Bel Air and M/T Eco Beverly Hills [Member]
Number of Time Charters							2
M/T Nord Valiant [Member]
Number of Time Charters							1
M/T Eco Los Angeles and M/T Eco City of Angels [Member]
Number of Time Charters							2
M/T Eco Marina Del Ray [Member]
Number of Time Charters							1
M/T Stenaweco Energy and M/T Stenaweco Evolution Sale Leaseback [Member]
Sale Leaseback Transaction, Lease Term (Year)				7 years
M/T Stenaweco Energy Sale Leaseback [Member]
Sale Leaseback Transaction, Rent Expense, Per Day				$ 8,625	$ 8,586
M/T Stenaweco Energy, M/T Stenaweco Evolution, and M/T Stenaweco Excellence [Member]
Sale Leaseback Transaction, Buyback Period, Minimum Term (Year)				3 years
Sale Leaseback Transaction, Buyback Period, Maximum Term (Year)				7 years
M/T Stenaweco Energy and the M/T Stenaweco Evolution [Member]
Number of Vessel Purchase Options Exercised			2
M/T Stenaweco Energy [Member]
Payments to Acquire Property, Plant, and Equipment, Total								$ 24,063,000	$ 23,871,000
M/T Eco Beverly Hills and M/T Eco Bel Air [Member]
Sale Leaseback Transaction, Lease Term (Year)		5 years
Sale Leaseback Transaction, Minimum Liquidity Requirement						$ 4,000,000
Operating Lease, Right-of-Use Asset	$ 45,425,000	$ 45,425,000
Operating Lease, Liability, Total	43,759,000	$ 43,759,000
Operating Lease, Cost	1,666,000
Sale and Leaseback Transaction, Gain (Loss), Net	$ (340,000)						$ (10,688,000)
Lessee, Operating Lease, Discount Rate	6.72%	6.72%
Operating Lease, Payments							$ 877,000
M/T Eco Beverly Hills and M/T Eco Bel Air [Member] | Forecast [Member]
Sale Leaseback Transaction, Rent Expense, Per Day						$ 10,000				$ 14,000	$ 16,750

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Note 6 - Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Short-term lease liability	$ 9,288	$ 0
Long-term lease liability	33,805	$ 0
Bareboat Charter Lease Payments [Member]
2021	12,228
2022	12,084
2023	10,220
2024	10,038
2025	6,777
Total	51,347
Less imputed interest	(8,254)
Total Lease Liability	43,093
Short-term lease liability	9,288
Long-term lease liability	33,805
Time Charter Receipts [Member]
2021	39,988
2022	24,046
2023	7,245
2024	1,178
Total	$ 72,457

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Note 6 - Leases - Future Minimum Time-charter Receipts (Details) $ in Thousands	Dec. 31, 2020 USD ($)
2021	$ 18,910
2022	24,784
2023	24,784
2024	5,874
Total	$ 74,352

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Note 7 - Debt (Details Textual)																																					12 Months Ended
	Dec. 10, 2020 USD ($)	Dec. 01, 2020 USD ($)	Nov. 09, 2020 USD ($)	Nov. 03, 2020 USD ($)	Oct. 29, 2020 USD ($)	Oct. 14, 2020 USD ($)	Mar. 19, 2020 USD ($)	Feb. 21, 2020 USD ($)	Jan. 21, 2020 USD ($)	Jan. 21, 2020 USD ($)	Jan. 14, 2020 USD ($)	Nov. 20, 2019 USD ($)	Nov. 18, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jul. 15, 2019 USD ($)	Jul. 08, 2019 USD ($)	Apr. 23, 2019 USD ($)	Jan. 28, 2019 USD ($)	Jan. 17, 2019 USD ($)	Dec. 21, 2018 USD ($)	Dec. 03, 2018 USD ($)	Nov. 16, 2018 USD ($)	Sep. 04, 2018 USD ($)	Jun. 29, 2018 USD ($)	May 06, 2018	May 05, 2018	Sep. 05, 2017 USD ($)	Apr. 21, 2017	Feb. 24, 2017 USD ($)	Aug. 05, 2016 USD ($)	Aug. 01, 2016 USD ($)	Jul. 20, 2016 USD ($)	Jan. 15, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 28, 2015 USD ($)	Jul. 13, 2015 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 20, 2019	Jul. 09, 2015 USD ($)
Payments to Acquire Property, Plant, and Equipment, Total																																					$ (0)	$ 48,140,000	$ (0)
Increase (Decrease) in Deferred Charges																																					1,115,000	$ 6,773,000
Fair Value, Inputs, Level 2 [Member]
Debt Instrument, Fair Value Disclosure, Total																																					$ 107,833,000
M/T Eco Marina Del Ray [Member]
Sale Leaseback Transaction, Lease Term (Year)																								5 years
Charter Rate Per Day																								$ 8,600
Sale Leaseback Transaction, Buy Back, Amount																								22,680,000
Proceeds from Sale of Property, Plant, and Equipment, Total																								$ 32,387,000
MT Eco Fleet [Member]
Proceeds from Sale of Property, Plant, and Equipment, Total										$ 21,000,000	$ 23,000,000
M/T Nord Valiant [Member]
Charter Rate Per Day																				$ 5,875
Charter Term (Year)																				5 years
Sale Leaseback Transaction, Gross Proceeds, Investing Activities																				$ 21,655,000
M/T Eco California [Member]
Charter Rate Per Day																				$ 6,550
Proceeds from Sale of Property, Plant, and Equipment, Total			$ 22,520,000
Charter Term (Year)																				7 years
Sale Leaseback Transaction, Gross Proceeds, Investing Activities																				$ 24,140,000
Gain (Loss) on Disposition of Property Plant Equipment, Total			$ (674,000)
M/T Eco Bel Air and M/T Eco Beverly Hills [Member]
Charter Term (Year)																					7 years
Sale Leaseback Transaction, Gross Proceeds, Investing Activities																					$ 91,412,000
Charter Rate Per Quarter																					$ 1,475
M/T Eco Beverly Hills [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total		$ (806,000)
Payments to Acquire Property, Plant, and Equipment, Total		$ 41,281,000
M/T Eco Bel Air [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total	$ (767,000)
Payments to Acquire Property, Plant, and Equipment, Total	$ 41,281,000
M/T Stenaweco Energy, M/T Stenaweco Evolution, and M/T Stenaweco Excellence [Member] | Sale and Leaseback Agreements With OFI [Member]
Sale Leaseback Transaction, Lease Term (Year)																10 years
Number of Vessels Sold																																								3
M/T Stenaweco Energy, M/T Stenaweco Evolution, and M/T Stenaweco Excellence [Member] | London Interbank Offered Rate (LIBOR) [Member] | Sale and Leaseback Agreements With OFI [Member]
Debt Instrument, Basis Spread on Variable Rate																3.90%
M/T Stenaweco Excellence [Member] | Sale and Leaseback Agreements With OFI [Member]
Debt Instrument, Periodic Payment, Principal																$ 160,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																$ 6,400,000
Proceeds from Sale of Property, Plant, and Equipment, Total															$ 25,600,000
Debt Instrument, Number of Monthly Installments																120
M/T Stenaweco Energy [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total					$ (693,000)
Payments to Acquire Property, Plant, and Equipment, Total					$ 19,808,000								$ 2,477,000
M/T Stenaweco Energy [Member] | Sale and Leaseback Agreements With OFI [Member]
Debt Instrument, Periodic Payment, Principal																$ 131,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																$ 5,700,000
Proceeds from Sale of Property, Plant, and Equipment, Total													$ 21,375,000
Debt Instrument, Number of Monthly Installments																120
M/T Stenaweco Evolution [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total				$ (790,000)
Payments to Acquire Property, Plant, and Equipment, Total				$ 22,570,000								$ 1,323,000
M/T Stenaweco Evolution [Member] | Sale and Leaseback Agreements With OFI [Member]
Debt Instrument, Periodic Payment, Principal																$ 153,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																$ 6,100,000
Proceeds from Sale of Property, Plant, and Equipment, Total												$ 24,400,000
Debt Instrument, Number of Monthly Installments																120
M/T SW Excellence [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total						$ (806,000)
Payments to Acquire Property, Plant, and Equipment, Total						$ 23,040,000
M/T Eco Los Angeles and M/T Eco City of Angels [Member] | Avic International Leasing Co., Ltd [Member]
Sale Leaseback Transaction, Lease Term (Year)														10 years
Proceeds from Sale of Property, Plant, and Equipment, Total														$ 60,200,000
Bareboat Charter Hire Expenses, Per Day, for the First Five Years														9,435
Bareboat Charter Hire Expenses, Per Day, for Five Through Ten Years														9,090
M/T Eco Los Angeles [Member] | Avic International Leasing Co., Ltd [Member]
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid														11,288,000
M/T Eco City of Angels [Member] | Avic International Leasing Co., Ltd [Member]
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid														$ 11,288,000
ABN Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity																															$ 64,400,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																															$ 9,050,000
Debt Instrument, Default Clause, Minimum Retainable Common Shares Outstanding Percentage																												30.00%
Debt Instrument, Default Clause Minimum Voting Rights Interest, Percentage																												50.00%
Repayments of Lines of Credit									$ 29,475,000										$ 18,550,000
ABN Bank [Member] | Tranche C First Repayment [Member]
Number of Consecutive Quarterly Installments																															12
Debt Instrument, Periodic Payment, Principal																															$ 550,000
ABN Bank [Member] | Tranche C Second Repayment [Member]
Number of Consecutive Quarterly Installments																															12
Debt Instrument, Periodic Payment, Principal																															$ 363,000
ABN Bank [Member] | Tranche C [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate																			3.75%												3.75%
ABN Bank [Member] | Amended ABN Facility [Member]
Line of Credit Facility, Increase (Decrease) of Maximum Borrowing Capacity																						$ 5,000,000
ABN Bank [Member] | M/T Eco Fleet and M/T Eco Revolution [Member]
Line of Credit Facility, Maximum Borrowing Capacity																																			$ 44,400,000						$ 42,000,000
Line of Credit Facility, Increase in Margin																																			0.15%
Debt Instrument, Net Asset Cover Ratio																																			130.00%
Total Debt To Market Adjusted Total Assets Ratio Percentage																																			75.00%
Minimum Free Liquidity, Per Collaterlized Vessel																																			$ 750,000
ABN Bank [Member] | M/T Eco Fleet and M/T Eco Revolution [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate																			3.90%
ABN Bank [Member] | M/T Eco Fleet and M/T Eco Revolution [Member] | ABN Amro Facility, First Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments																																			4
Debt Instrument, Periodic Payment, Principal																																			$ 500,000
ABN Bank [Member] | M/T Eco Fleet and M/T Eco Revolution [Member] | ABN Amro Facility, Second Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments																																			4
Debt Instrument, Periodic Payment, Principal																																			$ 512,500
ABN Bank [Member] | M/T Eco Fleet and M/T Eco Revolution [Member] | ABN Amro Facility, Third Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments																																			4
Debt Instrument, Periodic Payment, Principal																																			$ 525,000
ABN Bank [Member] | M/T Eco Fleet and M/T Eco Revolution [Member] | ABN Amro Facility, Fourth Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments																																			12
Debt Instrument, Periodic Payment, Principal																																			$ 387,500
ABN Bank [Member] | MT Eco Fleet [Member]
Line of Credit Facility, Maximum Borrowing Capacity																																			22,200,000						21,000,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																																			11,400,000
Proceeds from Lines of Credit, Total																																		$ 1,200,000		$ 21,000,000
ABN Bank [Member] | MT Eco Fleet [Member] | Amended ABN Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity																						750,000
Debt Instrument, Periodic Payment, Increased																						25,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid, Increased																						475,000
ABN Bank [Member] | M/T Eco Revolution [Member]
Line of Credit Facility, Maximum Borrowing Capacity																																			$ 22,200,000						$ 21,000,000
Proceeds from Lines of Credit, Total																																	$ 22,200,000
ABN Bank [Member] | M/T Eco Revolution [Member] | Amended ABN Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity																						750,000
Debt Instrument, Periodic Payment, Increased																						25,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid, Increased																						425,000
ABN Bank [Member] | M/T Nord Valiant [Member]
Proceeds from Lines of Credit, Total																														$ 20,000,000
ABN Bank [Member] | M/T Nord Valiant [Member] | Amended ABN Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity																						3,500,000
Debt Instrument, Periodic Payment, Increased																						100,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid, Increased																						$ 2,000,000
Alpha Bank of Greece [Member]
Repayments of Debt								$ 18,950,000
Alpha Bank of Greece [Member] | M/T Stenaweco Elegance [Member]
Line of Credit Facility, Maximum Borrowing Capacity																																$ 23,350,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																																$ 12,500,000
Proceeds from Lines of Credit, Total																													$ 23,350,000
Debt Instrument, Net Asset Cover Ratio																																125.00%
Total Debt To Market Adjusted Total Assets Ratio Percentage																																75.00%
Minimum Free Liquidity, Per Collaterlized Vessel																																$ 750
EBITDA, Percent of Fixed Charges																																120.00%
Market Value Adjusted Net Worth																																$ 20,000,000
Alpha Bank of Greece [Member] | M/T Stenaweco Elegance [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate																																3.50%
Alpha Bank of Greece [Member] | M/T Stenaweco Elegance [Member] | Alpha Facility, First Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments																																12
Line of Credit Facility, Periodic Payment																																$ 400,000
Alpha Bank of Greece [Member] | M/T Stenaweco Elegance [Member] | Alpha Facility, Second Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments																																20
Line of Credit Facility, Periodic Payment																																$ 303,000
Alpha Bank [Member]
Repayments of Lines of Credit								$ 938,000
Alpha Bank [Member] | M/T Stenaweco Elegance [Member]
Line of Credit Facility, Maximum Borrowing Capacity																	$ 1,500,000
Number of Consecutive Quarterly Installments																	8
Debt Instrument, Periodic Payment, Principal																	$ 187,500
Alpha Bank [Member] | M/T Stenaweco Elegance [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate								4.25%
AT Bank [Member]
Repayments of Debt							$ 21,875,000
AT Bank [Member] | Predelivery Facility to Fund Hull No 2648 [Member]
Debt Covenant, Ratio of Total Net Debt to Fleet Value																											75.00%
Minimum Free Liquidity, Per Bareboated Chartered-in Vessel																											$ 500,000
AT Bank [Member] | M/T Eco Palm Desert [Member]
Line of Credit Facility, Maximum Borrowing Capacity																											$ 23,500,000
Number of Consecutive Quarterly Installments																											20
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																											$ 17,000,000
Total Debt To Market Adjusted Total Assets Ratio Percentage																											75.00%
Minimum Free Liquidity, Per Collaterlized Vessel																											$ 750,000
Line of Credit Facility, Periodic Payment																											$ 325,000
Debt Instrument, Net Asset Cover Ratio, Year One																											115.00%
Debt Instrument, Net Asset Cover Ratio, Year Two																											120.00%
Debt Instrument, Net Asset Cover Ratio, Year Three																											125.00%
Debt Instrument, Net Asset Cover Ratio, Thereafter																											140.00%
Minimum Free Liquidity, Per Bareboated Charter-in Vessel																											$ 500,000
Line of Credit Facility, Commitment Fee Percentage																									1.30%	2.00%	2.00%
AT Bank [Member] | M/T Eco Palm Desert [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate																											4.00%
AT Bank [Member] | Pre-delivery Facilities [Member]
Repayments of Lines of Credit																							$ 8,993,000
AT Bank Bridge Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity																		$ 10,500,000
Repayments of Lines of Credit							$ 10,500,000
Line of Credit Facility, Commitment Fee Percentage																		2.25%
AT Bank Bridge Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate																		6.00%

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Note 7 - Debt - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Senior secured debt	$ 106,999	$ 286,287
Less: Deferred finance fees	(2,380)	(7,257)
Total long term debt net of deferred finance fees	104,619	279,030
Current portion of long term debt	5,324	16,908
Long term debt	99,295	262,122
Less: Deferred finance fees	0	(323)
Total Debt net of deferred finance fees and debt discounts	104,619	309,007
Debt Related to Vessels Held for Sale [Member]
Total long term debt net of deferred finance fees	0	29,977
Alpha Bank [Member]
Senior secured debt	0	20,075
AT Bank [Member]
Senior secured debt	0	21,875
AT Bank Bridge Facility [Member]
Senior secured debt	0	10,500
OFI Facility [Member]
Senior secured debt	0	69,849
CMBFL Leasing [Member]
Senior secured debt	0	88,560
BoComm [Member]
Senior secured debt	20,227	44,466
Cargill International SA [Member]
Senior secured debt	29,116	30,962
Avic International Leasing Co., Ltd [Member]
Senior secured debt	57,656	0
ABN Bank [Member]
Senior secured debt	$ 0	$ 30,300

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Note 7 - Debt - Scheduled Principal Repayments (Details) $ in Thousands	Dec. 31, 2020 USD ($)
December 31, 2021	$ 5,735
December 31, 2022	6,088
December 31, 2023	6,466
December 31, 2024	44,372
December 31, 2025	3,708
December 31, 2026 and thereafter	40,630
Total	$ 106,999

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Note 8 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	Jan. 06, 2021	Dec. 31, 2020	Apr. 24, 2020	Mar. 12, 2020
Contractual Obligation, Total		$ 182,016
Performance Guarantee [Member]
Guarantor Obligations, Secured Loan Facility				$ 37,660
Performance Guarantee [Member] | M/T Eco Yosemite Park [Member]
Guarantor Obligations, Secured Loan Facility				18,830
Performance Guarantee [Member] | M/T Eco Joshua Park [Member]
Guarantor Obligations, Secured Loan Facility				$ 18,830
The 2020 Joint Venture [Member]
Equity Method Investment, Ownership Percentage			50.00%
Subsequent Event [Member]
Contractual Obligation, Total	$ 211,171
Contractual Obligation, to be Paid, Year One	116,434
Contractual Obligation, to be Paid, Year Two	$ 94,737
Subsequent Event [Member] | M/T Legio X Equestris [Member]
Interest in Vessel, Percentage	35.00%
Subsequent Event [Member] | M/T Julius Caesar [Member]
Interest in Vessel, Percentage	35.00%
Eco Van Nuys [Member]
Contractual Obligation, Total		30,060
Eco Santa Monica [Member]
Contractual Obligation, Total		30,060
Eco Venice Beach [Member]
Contractual Obligation, Total		30,060
Eco West Coast [Member]
Contractual Obligation, Total		42,857
Eco West Coast [Member] | Subsequent Event [Member]
Contractual Obligation, Total	$ 42,857
Eco Malibu [Member]
Contractual Obligation, Total		$ 48,979
Eco Malibu [Member] | Subsequent Event [Member]
Contractual Obligation, Total	48,979
M/T Eco Oceano Ca [Member] | Subsequent Event [Member]
Contractual Obligation, Total	60,150
M/T Julius Caesar [Member] | Subsequent Event [Member]
Contractual Obligation, Total	28,035
M/T Legio X Equestris [Member] | Subsequent Event [Member]
Contractual Obligation, Total	$ 31,150

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Note 9 - Common and Preferred Stock, Additional Paid-in Capital and Dividends (Details Textual)									1 Months Ended	2 Months Ended	3 Months Ended	4 Months Ended	7 Months Ended	12 Months Ended			24 Months Ended
	Aug. 10, 2020	Aug. 07, 2020	Nov. 06, 2019 USD ($) $ / shares shares	Sep. 13, 2019 USD ($) $ / shares shares	Aug. 22, 2019	Oct. 26, 2018 USD ($) $ / shares shares	Mar. 26, 2018	May 08, 2017 USD ($) $ / shares shares	Mar. 11, 2020 USD ($) shares	Jul. 24, 2018 USD ($) shares	Jul. 06, 2020 USD ($) shares	Dec. 31, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Feb. 12, 2020 USD ($)	Feb. 06, 2019 $ / shares	Jan. 11, 2019 $ / shares	Mar. 25, 2018 USD ($)
Stock Issued During Period, Value, New Issues | $														$ 121,178,000
Proceeds from Issuance of Common Stock | $														129,660,000	$ 18,892,000	$ 5,781,000
Proceeds from Warrant Exercises | $														0	4,619,000	2,330,000
Dividends, Total | $														$ 0	$ 0	0
Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input														1.09
Warrants Issued With the 2018 Common Stock Offering [Member]
Class of Warrant or Right, Outstanding (in shares)						7,000
Class of Warrant or Right, Price Per Warrants or Rights (in dollars per share) | $ / shares						$ 0.01
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares						$ 750													$ 350	$ 510
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)						1
Proceeds from Warrant Exercises | $																	$ 3,788,000
Stock Issued During Period, Shares, Warrants Exercises (in shares)																	7,000
Warrants and Rights Outstanding | $						$ 1,671,000
Fair Value of Warrants, Percent Change in Fair Value From a 5% Change in Volatility						3.80%
Warrants Issued With the 2018 Common Stock Offering [Member] | Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input						1.08
The 2014 Warrants [Member]
Proceeds from Warrant Exercises | $													$ 3,161,000
Stock Issued During Period, Shares, Warrants Exercises (in shares)													13,481
Class of Warrant or Right, Exercised During Period (in shares)													1,268,000
Traditional Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares				$ 204.75
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				0.040
Stock Issued During Period, Shares, Warrants Exercises (in shares)												49,803
Warrants and Rights Outstanding | $				$ 1,139,000
Fair Value of Warrants, Percent Change in Fair Value From a 5% Change in Volatility				10.00%
Class of Warrant or Right, Exercised During Period (in shares)												1,778,700
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				71,600
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right, Cashless Exercise (in shares)				0.028
Warrant Exercised on Cashless Basis Trigger, Underlining Number of Shares (in shares)				189,600
Traditional Warrants [Member] | Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input				1.81
Class A Warrants [Member]
Class of Warrant or Right, Outstanding (in shares)														4,200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares														$ 50.00
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)														0.040
Stock Issued During Period, Shares, Warrants Exercises (in shares)														67,200
Warrants and Rights Outstanding | $			$ 1,343,000
Fair Value of Warrants, Percent Change in Fair Value From a 5% Change in Volatility			7.35%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			168,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right, Cashless Exercise (in shares)														0.016
Warrant Exercised on Cashless Basis Trigger, Share Price (in dollars per share) | $ / shares														$ 80.00
Class A Warrants [Member] | Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input			1.27
Class B Warrants [Member]
Class of Warrant or Right, Outstanding (in shares)												4,200,000		4,200,000	4,200,000		4,200,000
Class of Warrant or Right, Price Per Warrants or Rights (in dollars per share) | $ / shares			$ 0.2373
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares												$ 25.00		$ 1.00	$ 25.00		$ 25.00
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)														0.040
Warrants and Rights Outstanding | $												$ 609,000		$ 66,000	$ 609,000		$ 609,000
Class of Warrant or Right, Exercised During Period (in shares)														0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			168,000									168,000		168,000	168,000		168,000
Class B Warrants [Member] | Minimum [Member]
Class of Warrant or Right, Outstanding (in shares)			4,200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares			$ 1.00											$ 1.00
Class B Warrants [Member] | Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input			1.34
Fair Value of Warrants, Percent Change in Fair Value From a 5% Change in Volatility			14.00%
The 2018 Common Stock Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)						4,000
Stock Issued During Period, Value, New Issues | $																$ 2,721,000
Shares Issued, Price Per Share (in dollars per share) | $ / shares						$ 750
Common Stock Purchase Agreement, Fee Percentage						6.50%
Proceeds from Issuance of Common Stock | $						$ 2,805,000
September 2019 Common Stock Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)				63,200
Stock Issued During Period, Value, New Issues | $															$ 9,289,000
Number of Shares Called by Overallotment Option (in shares)				9,480
Proceeds from Issuance or Sale of Equity, Total | $				$ 10,480,000
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues (in shares)				3,400
November 2019 Registered Direct Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)			168,000
Stock Issued During Period, Value, New Issues | $															$ 7,642,000
Shares Issued, Price Per Share (in dollars per share) | $ / shares			$ 50.00
Proceeds from Issuance or Sale of Equity, Total | $			$ 8,400,000
Equity Distribution Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)									2,693,191	4,981
Common Stock Purchase Agreement, Fee Percentage									2.00%	2.00%
Proceeds from Issuance of Common Stock | $									$ 9,800,000	$ 2,781,000
Common Stock Equity Distribution Agreement, Shares Authorized for Issuance, Value | $									$ 5,000,000									$ 5,000,000			$ 14,250,000
Registered Direct Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)											36,723,765
Proceeds from Issuance of Common Stock | $											$ 112,146,000
Registered Direct Offering [Member] | Maximum [Member]
Common Stock Purchase Agreement, Fee Percentage											6.50%
Registered Direct Offering [Member] | Minimum [Member]
Common Stock Purchase Agreement, Fee Percentage											6.25%
Series D Preferred Stock [Member] | Tankers Family Inc. [Member]
Stock Issued During Period, Shares, New Issues (in shares)								100,000
Stock Issued During Period, Value, New Issues | $								$ 1,000
Preferred Stock, Voting Rights Equivalent to Common Shares Per Share (in shares)								1,000
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ / shares								$ 0.01
Series E Convertible Preferred Stock [Member]
Convertible Preferred Stock, Conversion Price, Percentage of VWAP			80.00%
Series E Convertible Preferred Stock [Member] | Maximum [Member]
Convertible Preferred Stock, Conversion Price (in dollars per share) | $ / shares			$ 500.00
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	25	25			20		10

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Note 10 - Loss Per Common Share (Details Textual) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Weighted Average Number Diluted Shares Outstanding Adjustment, Total (in shares)	0	0	0

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Note 10 - Loss Per Common Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Net loss attributable to common shareholders	$ (28,780)	$ (30,989)	$ (11,134)
Weighted average common shares outstanding, basic and diluted (in shares)	23,517,479	117,104	36,362
Loss per share, basic and diluted (in dollars per share)	$ (1.22)	$ (264.63)	$ (306.20)

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Note 11 - Voyage and Vessel Operating Expenses - Summary of Voyage Expenses in the Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Total	$ 1,994	$ 3,038	$ 1,020
Total	21,024	22,786	14,826
Voyage Expenses [Member]
Port charges / other voyage expenses	1	678	1
Bunkers	659	830	18
Commissions (including $511, $829 and $761 respectively, to related party)	1,334	1,530	1,001
Total	1,994	3,038	1,020
Vessel Operating Expenses [Member]
Crew wages and related costs	14,532	15,771	10,185
Insurance	1,194	1,180	761
Repairs and maintenance (including $187, $247 and $60 respectively, to related party)	1,259	1,528	1,120
Spares and consumable stores	3,861	4,148	2,645
Registration and tonnage taxes (Note 13)	$ 178	$ 159	$ 115

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Note 11 - Voyage and Vessel Operating Expenses - Summary of Voyage Expenses in the Consolidated Statements of Operations (Details) (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Commissions on Charter Hire Agreements [Member]
Commissions, related party	$ 761	$ 829	$ 511
Repairs and Maintenance [Member]
Commissions, related party	60	247	187
Voyage Expenses [Member] | Commissions on Charter Hire Agreements [Member]
Commissions, related party	761	829	511
Vessel Operating Expenses [Member] | Repairs and Maintenance [Member]
Commissions, related party	$ 60	$ 247	$ 187

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Note 12 - Interest and Finance Costs - Summary of Interest and Finance Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Interest on debt (including $874, $928 and $0, respectively, to related party)	$ 16,033	$ 16,586	$ 7,373
Bank charges and loan commitment fees (including $179, $20 and $0, respectively, to related party)	233	282	262
Amortization and write-off of financing fees	6,311	1,812	1,305
Amortization of debt discount	0	324	2,504
Total	22,577	19,004	11,444
Less interest capitalized	(1,621)	(927)	(1,782)
Total	$ 20,956	$ 18,077	$ 9,662

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Note 12 - Interest and Finance Costs - Summary of Interest and Finance Costs (Details) (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Related party interest	$ 0	$ 928	$ 874
Related party bank charges	$ 0	$ 20	$ 179

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Note 13 - Income Taxes (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Income Tax Expense (Benefit), Total	$ 0

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Note 14 - Financial Instruments (Details Textual) $ in Thousands					12 Months Ended
	Feb. 21, 2020 USD ($)	Jan. 21, 2020 USD ($)	Jul. 15, 2019 USD ($)	Jan. 17, 2019 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Nov. 06, 2019 shares
Assets Held-for-sale, Not Part of Disposal Group, Total						$ 55,581
Assets Held-for-sale, Long Lived, Fair Value Disclosure						43,271
Impairment of Long-Lived Assets to be Disposed of						12,310
Equity Method Investments						22,450
Equity Method Investments, Fair Value Disclosure						19,306
Equity Method Investment, Other than Temporary Impairment					$ (0)	$ 3,144	$ (0)
Increase (Decrease) in Volatility Rate Applied					5.00%
Fair Value Assumptions Resulting Increase (Decrease) in Fair Value					1.00%
Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input					1.09
Class B Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares					168,000	168,000		168,000
Class B Warrants [Member] | Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input								1.34
Interest Rate Swap [Member]
Derivative Instruments Not Designated as Hedging Instruments, Gain				$ 213
Derivative Instruments Not Designated as Hedging Instruments, Loss	$ 927	$ 405	$ 205

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Note 14 - Financial Instruments - Derivative Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Interest Rate Swap June 3, 2016 [Member] | ABN Bank [Member]
Effective Date	Apr. 13, 2018
Derivative, Notional Amount	$ 14,113
Derivative, Interest Rate	1.4425%
Interest Rate Swap December 19, 2016 [Member] | ABN Bank [Member]
Effective Date	Dec. 21, 2016
Derivative, Notional Amount	$ 14,888
Derivative, Interest Rate	2.08%
Interest Rate Swap March 29, 2018 [Member] | Alpha Bank [Member]
Effective Date	Mar. 29, 2018
Derivative, Notional Amount	$ 19,100
Derivative, Interest Rate	2.97%

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Note 14 - Financial Instruments - Estimated Fair Value of Outstanding Warrants (Details) - Class B Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Nov. 06, 2019
Warrant outstanding (in shares)	4,200,000	4,200,000
Warrant shares outstanding (in shares)	168,000	168,000	168,000
Term (Month)	18 months	18 months
Warrant exercise price (in dollars per share)	$ 1.00	$ 25.00
Warrant liability	$ 66	$ 609

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Note 14 - Financial Instruments - Valuation of Financial Instruments (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Class B Warrants [Member]
Non-current liability		$ 609
Fair Value, Inputs, Level 1 [Member] | Class B Warrants [Member]
Non-current liability		0
Fair Value, Inputs, Level 2 [Member] | Class B Warrants [Member]
Non-current liability		0
Fair Value, Inputs, Level 3 [Member] | Class B Warrants [Member]
Non-current liability		609
Interest Rate Swap [Member]
Current asset (Interest Rate Swaps)		82
Current liability		113
Non-current liability		985
Interest Rate Swap [Member] | Fair Value, Inputs, Level 1 [Member]
Current asset (Interest Rate Swaps)		0
Current liability	$ 0
Non-current liability		0
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member]
Current asset (Interest Rate Swaps)		82
Current liability		113
Non-current liability		985
Interest Rate Swap [Member] | Fair Value, Inputs, Level 3 [Member]
Current asset (Interest Rate Swaps)		0
Current liability	66
Non-current liability		0
The 2014 Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Current liability		0
The 2014 Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Current liability		$ 0
Class B Warrants [Member]
Current liability	66
Class B Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Current liability	$ 0

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Note 14 - Financial Instruments - Fair Value of Non-recurring Financial Assets and Liabilities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Assets held for sale	$ 43,271
Investments in unconsolidated joint ventures	19,306
Fair Value, Nonrecurring [Member]
Assets held for sale	43,271
Investments in unconsolidated joint ventures	19,306
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets held for sale	0
Investments in unconsolidated joint ventures	0
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Assets held for sale	43,271
Investments in unconsolidated joint ventures	19,306
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]
Assets held for sale	0
Investments in unconsolidated joint ventures	$ 0

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Note 14 - Financial Instruments - Changes in Fair Value of Level 3 Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Closing balance	$ 609	$ 1,915
Closing balance	66	609
The 2014 Warrants [Member]
Change in fair value of Warrants, included in (Loss)/gain on derivative financial instruments in the consolidated statements of comprehensive loss		(1,915)
Class B Warrants [Member]
Change in fair value of Warrants, included in (Loss)/gain on derivative financial instruments in the consolidated statements of comprehensive loss	$ (543)	(388)
Initial measurement of Class B Warrants at inception		$ 997

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Note 14 - Financial Instruments - Summary of Derivative Fair Values (Details) $ in Thousands	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Measurement Input, Price Volatility [Member]
Warrants, volatility	1.09
Class B Warrants [Member] | Non-Current Liabilities [Member] | Fair Value, Inputs, Level 3 [Member]
Warrants, fair value	$ 66	$ 609
Class B Warrants [Member] | Non-Current Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member]
Warrants, volatility		1.09

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Note 14 - Financial Instruments - Amount Recognized in Statement of Comprehensive (Loss) Income Derivative Financial Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Total	$ (814)	$ 1,601	$ 1,821
Interest Rate Swap [Member]
Derivative instruments, changes in fair value	(1,332)	(841)	404
Interest rate swaps– realized gain/(loss)	(25)	139	0
The 2014 Warrants [Member]
Derivative instruments, changes in fair value	0	1,915	1,417
Class B Warrants [Member]
Derivative instruments, changes in fair value	$ 543	$ 388	$ 0

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Note 14 - Financial Instruments - Components of AOCI of Unrealized Losses on Cash Flow Hedges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Balance	$ (1,361)	$ 0
Effective portion of changes in fair value of interest swap contracts	1,361	(1,361)
Termination of interest rate swap contracts	1,361	(1,361)
Balance	$ 0	$ (1,361)

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Note 15 - Other Operating Loss (Details Textual) - USD ($) $ in Thousands	Oct. 20, 2020	Mar. 09, 2020	Jan. 21, 2020	Jan. 15, 2020
MT Eco Fleet [Member]
Agreement Termination Fee				$ 500
M/T Stenaweco Elegance [Member]
Agreement Termination Fee			$ 1,850
M/T Eco Palm Desert [Member]
Agreement Termination Fee		$ 1,700
M/T Eco California [Member]
Agreement Termination Fee	$ 750

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Note 16 - Mezzanine Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	4 Months Ended	6 Months Ended	12 Months Ended
	Mar. 30, 2020	Feb. 17, 2020	Jun. 30, 2019	Mar. 29, 2019	Mar. 29, 2020	Dec. 02, 2019	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Nov. 06, 2019
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature of Convertible Preferred Stock								$ 1,067	$ 9,339
Conversion of Series E Preferred Stock into Commmon Stock [Member]
Convertible Preferred Stock, Conversion Price (in dollars per share)								$ 0.94
Conversion of Stock, Shares Converted (in shares)								11,264
Conversion of Stock, Shares Issued (in shares)								12,901,674
Series E Preferred Stock [Member]
Preferred Stock Dividends, Shares (in shares)								900
Dividends, Preferred Stock, Cash							$ 1,621	$ 864
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature of Convertible Preferred Stock								1,067	9,339
Preferred Stock Redeemed During Period, Shares (in shares)					21,364
Preferred Stock Redeemed During Period, Value					$ 24,569
Temporary Equity, Accretion to Redemption Value								2,253	$ 4,227
Dividends, Preferred Stock, Total								1,796
Dividends, Preferred Stock, Stock								$ 900
Series E Convertible Preferred Stock [Member]
Convertible Preferred Stock, Conversion Price, Percentage of VWAP										80.00%
Family Trading Inc [Member] | Series E Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)				27,129
Shares Issued, Price Per Share (in dollars per share)				$ 1,000
Convertible Preferred Stock, Conversion Price (in dollars per share)				$ 500.00
Convertible Preferred Stock, Conversion Price, Percentage of VWAP				80.00%
Preferred Stock, Number of Common Shares Voting Rights (in shares)				1,000
Preferred Stock, Liquidation Preference Per Share (in dollars per share)				$ 1,000
Preferred Stock Redemption Premium, Percent of Liquidation Amount Redeemed				15.00%		15.00%
Preferred Stock, Dividend Rate, Percentage				15.00%	15.00%
Preferred Stock, Accrued Dividend, Interest Rate				15.00%	20.00%
Preferred Stock Dividends, Shares (in shares)			1,029
Stock Redeemed or Called During Period, Shares (in shares)						12,434
Stock Redeemed or Called During Period, Value						$ 14,302
Deemed Dividend on Temporary Equity Realized Redemptions						$ 1,868
Temporary Equity, Realized Redemptions on Deemed Dividends					$ 3,204
Family Trading Inc [Member] | Series E Preferred Stock [Member] | Minimum [Member]
Convertible Preferred Stock, Conversion Price (in dollars per share)				$ 0.60
Family Trading Inc [Member] | Series E Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, Purchase of Assets (in shares)		16,004
Convertible Stock Issued, Settlement of Consideration		$ 14,350
Convertible Stock Issued, Settlement of Dividends		1,621
Convertible Stock Issued, Settlement of Interest on Dividends		$ 32
Yorkville [Member] | Series B Preferred Stock [Member]
Preferred Stock Redemption Premium, Percent of Liquidation Amount Redeemed	20.00%

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Note 17 - Investments in Unconsolidated Joint Ventures (Details Textual) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Apr. 24, 2020	Mar. 12, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Equity Method Investment, Other than Temporary Impairment				$ (0)	$ 3,144	$ (0)
Excess of Purchase Price Over Book Value of Vessels				60,850	(0)	$ 22,260
Clearlake Shipping Pte Ltd [Member]
Time Charters, Term (Year)			5 years
Time Charters, Term, Additional Option (Year)			2 years
California 19 Inc. [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 37,660
Debt Instrument, Term (Year)		5 years
California 19 Inc. [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate		3.00%
California 19 Inc. [Member] | M/T Eco Holmby Hills [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 18,830
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid		18,830
California 19 Inc. [Member] | M/T Eco Palm Springs [Member]
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid		$ 18,830
The 2017 Joint Venture [Member]
OCI, Equity Method Investment, before Tax					(391)
Equity Method Investment, Other than Temporary Impairment					$ 3,144
Equity Method Investment, Realized Gain (Loss) on Disposal, Total				64
Proceeds from Sale of Equity Method Investments				$ 19,555
The 2020 Joint Venture [Member]
Equity Method Investment, Ownership Percentage	50.00%
Payments to Acquire Equity Method Investments	$ 27,000
Excess Basis, Amortization Period (Year)	25 years
The 2020 Joint Venture [Member] | CSI [Member]
Fees Due to Related Parties	$ 454
California 19 Inc. [Member]
Equity Method Investment, Ownership Percentage				50.00%
Excess of Purchase Price Over Book Value of Vessels	1,646
Excess of Purchase Price Over Fair Value of Vessels	1,963
California 20 Inc. [Member]
Equity Method Investment, Ownership Percentage				50.00%
Excess of Purchase Price Over Book Value of Vessels	1,654
Excess of Purchase Price Over Fair Value of Vessels	$ 1,963

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Note 17 - Investments in Unconsolidated Joint Ventures - Summary of Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current assets	$ 45,086	$ 50,742
Current liabilities	25,414	75,417
Long-term liabilities	133,400	263,716
Net operating revenues	60,222	66,088	$ 41,048
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total	(22,818)	(14,773)	(11,129)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)	713	$ 778	$ 291
California 19 Inc. [Member]
Net profit attributable to the Company	652
Amortization of Basis Differences	(272)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)	380
California 20 Inc. [Member]
Net profit attributable to the Company	670
Amortization of Basis Differences	(273)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)	397
California 19 Inc. [Member]
Current assets	2,782
Non-current assets	37,952
Current liabilities	632
Long-term liabilities	18,637
Net operating revenues	4,955
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total	1,120
California 20 Inc. [Member]
Current assets	2,824
Non-current assets	37,980
Current liabilities	626
Long-term liabilities	18,632
Net operating revenues	4,766
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total	$ 1,142

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Note 18 - Revenues (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Demurrage Revenue	$ 687

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Note 18 - Revenues - Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues	$ 60,222	$ 66,088	$ 41,048
Time Charter Contracts [Member]
Revenues	60,222	61,695	39,442
Time Charter - Related Parties [Member]
Revenues	0	1,311	1,606
Voyage Charter [Member]
Revenues	$ 0	$ 3,082	$ 0

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Note 19 - Loss on Sale of Vessels (Details Textual) $ in Thousands			12 Months Ended
	Dec. 10, 2020 USD ($)	Dec. 01, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Proceeds From Sale of Vessels			$ 310,016	$ 0	$ 0
Number of Non-scrubber Fitted Vessels			1
Vessels [Member]
Proceeds From Sale of Vessels			$ 310,016
Sale of Vessel Expense			10,852
Deposit Assets, Total			2,000
Gain (Loss) on Disposition of Property Plant Equipment, Total			12,355
M/T Eco Bel Air [Member]
Deposit Assets, Total			1,000
Gain (Loss) on Disposition of Property Plant Equipment, Total	$ (767)
M/T Eco Beverly Hills [Member]
Deposit Assets, Total			$ 1,000
Gain (Loss) on Disposition of Property Plant Equipment, Total		$ (806)

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Note 19 - Loss on Sale of Vessels - Sale of Vessels (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
M/T Stenaweco Energy [Member]
Selling Price (Gross)	$ 25,150
M/T Stenaweco Evolution [Member]
Selling Price (Gross)	26,150
MT Eco Fleet [Member]
Selling Price (Gross)	21,000
M/T Eco Revolution [Member]
Selling Price (Gross)	23,000
M/T SW Excellence [Member]
Selling Price (Gross)	27,008
M/T Stenaweco Elegance [Member]
Selling Price (Gross)	33,500
M/T Eco Palm Desert [Member]
Selling Price (Gross)	34,800
M/T Eco California [Member]
Selling Price (Gross)	30,600
M/T Eco Bel Air [Member]
Selling Price (Gross)	50,830
M/T Eco Beverly Hills [Member]
Selling Price (Gross)	50,830
Vessels [Member]
Selling Price (Gross)	$ 322,868

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Note 20 - Subsequent Events (Details Textual)	Mar. 18, 2021 USD ($)	Mar. 17, 2021 USD ($)	Jan. 06, 2021 USD ($)	Aug. 01, 2016 USD ($)
ABN Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 64,400,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid				$ 9,050,000
Subsequent Event [Member] | Eco Malibu [Member] | Alpha Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 38,000,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid		$ 21,500,000
Subsequent Event [Member] | Eco Malibu [Member] | Alpha Bank [Member] | Alpha Facility, First Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments		12
Debt Instrument, Periodic Payment, Principal		$ 750,000
Subsequent Event [Member] | Eco Malibu [Member] | Alpha Bank [Member] | Alpha Facility, Second Consecutive Quarterly Installments [Member]
Number of Consecutive Quarterly Installments		12
Debt Instrument, Periodic Payment, Principal		$ 625,000
Subsequent Event [Member] | Eco West Coast [Member] | ABN Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 36,800,000
Number of Consecutive Quarterly Installments	24
Debt Instrument, Periodic Payment, Principal	$ 615,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid	$ 22,040,000
Debt Instrument, Net Asset Cover Ratio	125.00%
Total Debt To Market Adjusted Total Assets Ratio Percentage	75.00%
Minimum Free Liquidity, Per Collaterlized Vessel	$ 500
Debt Instrument, Covenant, Market Adjusted Total Assets Minus Total Liabilities	$ 60,000,000
Subsequent Event [Member] | Eco West Coast [Member] | ABN Bank [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	2.50%
Subsequent Event [Member] | A Company Affiliated With Mr. Evangelos J. Pistiolis [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 23,815,000
Subsequent Event [Member] | Three Shipowning Companies [Member]
Proceeds from Divestiture of Businesses			10,000,000
Disposal Group, Including Discontinued Operation, Consideration, Payables Forgiven			$ 1,150,000
Disposal Group, Credit Line Option, Percentage of Shipbuilding Costs			10.00%
Line of Credit Facility, Maximum Borrowing Capacity			$ 23,815,000
Subsequent Event [Member] | Three Shipowning Companies [Member] | A Major Oil Company [Member]
Charter Rate Per Day			$ 36,000
Time Charters, Term, Additional Option (Year)			2 years
Charter Rate Per Day, Optional Year One			$ 39,000
Charter Rate Per Day, Optional Year Two			$ 41,500
Time Charters, Term (Year)			3 years
Subsequent Event [Member] | Three Shipowning Companies [Member] | A Major Oil Company 2 [Member]
Charter Rate Per Day			$ 35,750
Time Charters, Term, Additional Option (Year)			2 years
Charter Rate Per Day, Optional Year One			$ 39,000
Charter Rate Per Day, Optional Year Two			$ 41,500
Time Charters, Term (Year)			3 years
Subsequent Event [Member] | Three Shipowning Companies [Member] | A Company Affiliated With Mr. Evangelos J. Pistiolis [Member]
Related Party Transaction Term (Year)			5 years
Charter Rate Per Day			$ 32,450
Time Charters, Term, Additional Option (Year)			2 years
Charter Rate Per Day, Optional Year One			$ 33,950
Charter Rate Per Day, Optional Year Two			$ 35,450
Subsequent Event [Member] | Three Shipowning Companies [Member] | Marshall Islands Company with Suexmax Tanker Contract [Member]
Ownership Percentage Received			100.00%
Subsequent Event [Member] | Three Shipowning Companies [Member] | Marshall Islands Company with VLCC Tanker Contract for Delivery January 2022 [Member]
Ownership Percentage Received			35.00%
Subsequent Event [Member] | Three Shipowning Companies [Member] | Marshall Islands Company with VLCC Tanker Contract for Delivery February 2022 [Member]
Ownership Percentage Received			35.00%