0000919574-20-005665.txt : 20200904 0000919574-20-005665.hdr.sgml : 20200904 20200903173230 ACCESSION NUMBER: 0000919574-20-005665 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOP SHIPS INC. CENTRAL INDEX KEY: 0001296484 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79968 FILM NUMBER: 201160067 BUSINESS ADDRESS: STREET 1: 1, VASSILISSIS SOFIAS STR. & MEG. STREET 2: ALEXANDROU STR. CITY: 151 24, MAROUSSI STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-81-28-107 MAIL ADDRESS: STREET 1: 1, VASSILISSIS SOFIAS STR. & MEG. STREET 2: ALEXANDROU STR. CITY: 151 24, MAROUSSI STATE: J3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TOP TANKERS INC. DATE OF NAME CHANGE: 20040706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Family Trading Inc. CENTRAL INDEX KEY: 0001786648 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 KANARI STREET CITY: ATHENS STATE: J3 ZIP: 106 71 BUSINESS PHONE: 011 (30) 210 364 003 MAIL ADDRESS: STREET 1: 11 KANARI STREET CITY: ATHENS STATE: J3 ZIP: 106 71 SC 13D/A 1 d8606309_sc13d-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 66)*

TOP SHIPS INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
Y8897Y180
(CUSIP Number)
 
Dimosthenis Eleftheriadis
11 Kanari Street
106 71 Athens, Greece
011 (30) 210 364 0030
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
August 20, 2020
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box ☐.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.
Y8897Y180
 
 

1.
NAME OF REPORTING PERSONS
 
Family Trading Inc.
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]
3.
SEC USE ONLY
 
 

4.
SOURCE OF FUNDS
 
OO
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Republic of the Marshall Islands
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.
SOLE VOTING POWER
 
0
 

8.
SHARED VOTING POWER
 
0
 

9.
SOLE DISPOSITIVE POWER
 
0
 

10.
SHARED DISPOSITIVE POWER
 
0
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 (1)
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
CO
 
(1) Family Trading Inc. holds 11,264 Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Shares”) and on August 20, 2020 entered into a Standstill Agreement (discussed in Item 6 below).

CUSIP No.
Y8897Y180
 
 

1.
NAME OF REPORTING PERSONS
 
Tankers Family Inc.
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]
 
 
 
 
3.
SEC USE ONLY
 
 

4.
SOURCE OF FUNDS
 
OO
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Republic of the Marshall Islands
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.
SOLE VOTING POWER
 
0
 

8.
SHARED VOTING POWER
 
0(1)
 

9.
SOLE DISPOSITIVE POWER
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
0(1)
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0(1)
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 [_]
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.0%(2)
 

14.
TYPE OF REPORTING PERSON
 
CO
 
____________________
 (1) On May 8, 2017, the Issuer (defined below) issued 100,000 shares of Series D Preferred Stock to Tankers Family Inc. One share of Series D Preferred Stock has the voting power of 1,000 Common Shares. Shares of the Series D Preferred Stock are not convertible into Common Shares. See Item 6.
(2) See Item 5(a).

CUSIP No.
Y8897Y180
 
 

1.
NAME OF REPORTING PERSONS
 
The Lax Trust
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 

4.
SOURCE OF FUNDS
 
OO
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Zealand
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.
SOLE VOTING POWER
 
0
 

8.
SHARED VOTING POWER
 
0 (1)
 

9.
SOLE DISPOSITIVE POWER
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
0 (1)
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 (1)
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 [_]
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%(2)
 

14.
TYPE OF REPORTING PERSON
 
OO
 
____________________
(1) The Lax Trust is an irrevocable trust established for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer. The Lax Trust is the sole shareholder of Family Trading Inc. and Tankers Family Inc., each a Marshall Islands corporation (collectively, the "Holding Companies") and may be deemed to beneficially own all of the Common Shares and shares of Series D Preferred Stock beneficially owned by the Holding Companies, as applicable.

(2) See Item 5(a).


Explanatory Note:  This Amendment No. 66 (this "Amendment No. 66") amends and supplements the Schedule 13D/A (the "Schedule 13D/A") filed with the U.S. Securities and Exchange Commission (the "Commission") by Family Trading Inc. ("Family Trading"), Tankers Family Inc. ("Tankers Family"), and the Lax Trust (the "Trust") on August 13, 2020. This Amendment No. 66 is being filed on behalf of Family Trading, Tankers Family and the Trust (collectively, the “Reporting Persons”). This Amendment No. 66 is being filed to reflect the decrease in the beneficial ownership of shares of common stock, par value $0.01 per share (the “Common Shares”) of TOP Ships Inc., a corporation incorporated in the Marshall Islands (the “Issuer”) and constitutes an exit filing for the Reporting Persons.
Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission on August 13, 2020.

Item 1.
Security and Issuer

This Amendment No. 66 is being filed with respect to the Common Shares of the Issuer.

The address of the principal executive offices of the Issuer is:

1 Vasilisis Sofias and Megalou Alexandrou Str
15124 Maroussi
Greece

Item 2.
Identity and Background.

There are no material changes to the Schedule 13D/A filed by the Reporting Persons with the Commission on August 13, 2020.

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


Other than as set forth above, there are no material changes to the Schedule 13D/A filed by the Reporting Persons with the Commission on August 13, 2020.

Item 4.
Purpose of Transaction

There are no material changes to the Schedule 13D/A filed by the Reporting Persons with the Commission on August 13, 2020.

Item 5.
Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a. and b.) According to information received from the Issuer, as of September 2, 2020, there were 39,831,972 Common Shares issued and outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:

Family Trading does not beneficially own any Common Shares.
The Trust has the sole power to vote or direct the vote of 0 Common Shares and the sole power to dispose or direct the disposition of 0 Common Shares.


Tankers Family beneficially owns 100,000 shares of Series D Preferred Stock. One share of Series D Preferred Stock has the voting power of 1,000 Common Shares. See Item 6.

To the best knowledge of the Reporting Persons, none of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of the Schedule 13D/A and this Amendment No. 66. Voting and disposition of the Common Shares held by the Reporting Persons require the approval of the Trustee of the Trust.

(c.) Except for those transactions described herein (see Items 3 and 6), to the best knowledge of the Reporting Persons, no other transactions in the Common Shares were effected by the persons enumerated in response to paragraph (a) during the past 60 days.

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.

(e.) The Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s outstanding Common Shares on August 20, 2020.

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

On August 20, 2020, Family Trading and the Issuer entered into a Standstill Agreement, pursuant to which Family Trading agreed, among other things, not to exercise its conversion right on any shares of Series E Perpetual Convertible Preferred Stock of the Issuer until August 20, 2021, at the earliest, except under certain limited circumstances set forth therein. As a result of the Standstill Agreement, the Reporting Persons ceased to beneficially own more than five percent of the Issuer’s outstanding Common Shares.

To the best of the Reporting Persons' knowledge and except as described in this Amendment No. 66, there are no other material changes to this Item 6 from the Schedule 13D/A filed with the Commission on August 13, 2020.


Item 7.
Material to be Filed as Exhibits.

Exhibit A
Joint Filing Undertaking (previously filed).
 
 
Exhibit B
Amended Family Trading Credit Facility (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on March 1, 2017).
 
 
Exhibit C
Form of Warrant Agreement (incorporated by reference to the Issuer's Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed with the Commission on May 9, 2016 (File No. 333-194690)).
 
Exhibit D
Statement of Designations of Series D Preferred Shares (incorporated by reference to the Issuer's Current Report on Form 6-K, filed with the Commission on May 8, 2017).
 
Exhibit E
Addendum to the Amended Family Trading Credit Facility dated September 26, 2018 (incorporated by reference to the Issuer’s Current Report on Form 6-K, filed with the Commission on October 3,
2018).
 
 
Exhibit F
Addendum to the Amended Family Trading Credit Facility dated October 30, 2018 (previously filed).
 
 
Exhibit G
Addendum to the Amended Family Trading Credit Facility dated December 31, 2018 (previously filed).
 
 
Exhibit H
Addendum to the Amended Family Trading Credit Facility dated January 22, 2019 (previously filed).
 
 
Exhibit I
Stock Purchase Agreement dated March 29, 2019 (incorporated by reference to the Issuer's Current Report on Form 6-K, filed with the Commission on April 1, 2019).
 
 
Exhibit J
Statement of Designations of Series E Perpetual Convertible Preferred Stock dated March 29, 2019 (incorporated by reference to the Issuer's Current Report on Form 6-K, filed with the Commission on April 1, 2019).
   
   


SIGNATURE

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

Dated: September 3, 2020
FAMILY TRADING INC.
 
 
 
 
 
By:
/s/ Dimosthenis Eleftheriadis
 
 
Name:
Dimosthenis Eleftheriadis
 
 
Title:
President/Director
 
 
 
 
 
 
 
 
 
 
TANKERS FAMILY INC.
 
 
 
 
 
By:
/s/ Dimosthenis Eleftheriadis
 
 
Name:
Dimosthenis Eleftheriadis
 
 
Title:
Vice President / Secretary
 
 
 
 
 
 
 
 
 
 
THE LAX TRUST
 
 
 
 
 
NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
 
 
 
 
 
By:
/s/ Karen Marshall
 
 
Name:
Karen Marshall
 
 
Title:
Director
 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
EX-99.K 2 d8606283_ex99-k.htm
Exhibit K
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;
1



(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)
2



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.
3


ARTICLE IV
MISCELLANEOUS
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.
4



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)

5


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

 
COMPANY:
 
     
 
TOP SHIPS INC.
 
     
 
By:
/s/ Alexandros Tsirikos
 
   
Name:
Alexandros Tsirikos
 
   
Title:
CFO
 


 
SERIES E HOLDERS:
 
     
 
FAMILY TRADING INC.
 
     
 
By:
/s/ Dimosthenis Eleftheriadis
 
   
Name:
Dimosthenis Eleftheriadis
 
   
Title:
President/Director
 


 
LAX TRUST
 
     
 
By:
/s/ Karen Marshall
 
   
Name:
Karen Marshall
 
   
Title:
Director
 


 
PISTIOLIS
 
     
 
By:
/s/ Evangelos Pistiolis
 
   
Name:
Evangelos Pistiolis