1
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NAMES OF REPORTING PERSONS
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S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Sphinx Investment Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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857,142*
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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857,142*
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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857,142*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.7%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Maryport Navigation Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Liberia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
8
|
SHARED VOTING POWER
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857,142*
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
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|
|
||
857,142*
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|
|
|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
||
857,142*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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3.7%(1)
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
CO
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1
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NAMES OF REPORTING PERSONS
|
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S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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George Economou
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
||
(b)
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☒
|
||||
|
|
||||
3
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SEC USE ONLY
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|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
|
||
WC
|
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
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|
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0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
857,142*
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|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
857,142*
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|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
857,142*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.7%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
||
IN
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SPHINX INVESTMENT CORP.
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By: Mare Services Limited
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By: /s/ Dr. Renato Cefai
Name: Dr. Renato Cefai
Title: Director of Mare Services Limited |
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MARYPORT NAVIGATION CORP.
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By: /s/ Maro Phylactou Christodoulou
Name: Maro (Maria) Phylactou Christodoulou
Title: Sole Director |
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/s/ George Economou
George Economou |
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Dated: October 13, 2020
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SPHINX INVESTMENT CORP.
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By: Mare Services Limited
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By: /s/ Dr. Renato Cefai
Name: Dr. Renato Cefai
Title: Director of Mare Services Limited |
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MARYPORT NAVIGATION CORP.
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By: /s/ Maro Phylactou Christodoulou
Name: Maro (Maria) Phylactou Christodoulou
Title: Sole Director |
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/s/ George Economou
George Economou |
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Dated: October 13, 2020
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(i) The Company is a corporation validly existing and in good standing under the laws of the Republic of the Marshall Islands. The Company has the legal capacity, power and authority to enter into
and perform all of its obligations under this Agreement.
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(ii) 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 the Company in
accordance with its terms.
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(iii) The execution, delivery and performance by the Company of this Agreement will not result in (A) any violation of any provision of its articles of incorporation or bylaws, (B) any violation of
any applicable law, statute, rule or regulation or order of any governmental authority, or (C) a breach or violation of, or default or event of default (howsoever defined) under, or acceleration of any obligations under, any
material agreements to which the Company is a party or by which the Company may be bound, except as would not reasonably be expected have a material adverse effect on the consummation of the transactions contemplated hereby.
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(iv) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the Company’s execution,
delivery and performance of this Agreement or its consummation of the transactions contemplated hereby.
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(i) The Seller is a corporation validly existing and in good standing under the laws of the Republic of the Marshall Islands and has the legal capacity, power and authority to enter into and perform
all of its obligations under this Agreement.
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(ii) 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 the Seller in
accordance with its terms.
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(iii) The execution, delivery and performance by the Seller of this Agreement will not result in (A) any violation of any provision of its organizational documents, (B) any violation of any applicable
law, statute, rule or regulation or order of any governmental authority, or (C) a breach or violation of, or default or event of default (howsoever defined) under, or acceleration of any obligations under, any material agreements to
which the Seller is a party or by which the Seller may be bound, except as would not reasonably be expected have a material adverse effect on the consummation of the transactions contemplated hereby.
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(iv) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the Seller’s execution,
delivery and performance of this Agreement or its consummation of the transactions contemplated hereby.
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(v) The Seller is the lawful record and beneficial owner of the Shares and the Seller has good and marketable title to such securities, free and clear of any encumbrances, security interests, liens,
pledges, charges, options, rights of first refusal, equitable interests and restrictions of any kind, other than restrictions on transfer arising under applicable securities laws, whatsoever and with no restrictions on the rights
and other incidents of record and beneficial ownership pertaining thereto. The Seller has not sold, distributed, pledged or otherwise transferred all or any portion, or any interest in, the Shares, nor agreed to do so.
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DANAOS CORPORATION |
|
By: /s/ Evangelos Chatzis
Name: Evangelos Chatzis
Title: Chief Financial Officer
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|
SPHINX INVESTMENT CORP.
|
|
By: /s/ Dr. Michael Flores Martin
Director, Mare Services Limited
Name: MARE SERVICES LIMITED
Title: Sole Director
|
|