Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Crede CG III, Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Bermuda
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Number of
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5.
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Sole Voting Power 0
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Shares
Beneficially
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Owned
by
Each
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6.
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Shared Voting Power 5,615,669
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Reporting
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Person With:
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 5,615,669
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 5,615,669 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 9.9
% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Crede Capital Group, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
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5.
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Sole Voting Power 0
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Shares
Beneficially
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Owned
by
Each
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6.
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Shared Voting Power 5,615,669
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Reporting
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Person With:
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 5,615,669
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 5,615,669 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented
by Amount in Row (9) 9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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HC
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CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Acuitas Financial Group, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
California
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Number of
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5.
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Sole Voting Power 0
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Shares
Beneficially
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Owned
by
Each
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6.
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Shared Voting Power 5,615,669
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Reporting
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Person With:
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 5,615,669
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person 5,615,669 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented
by Amount in Row (9) 9
.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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HC
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CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Terren S. Peizer
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United
States of America
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Number of
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5.
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Sole Voting Power 0
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Shares
Beneficially
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Owned
by
Each
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6.
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Shared Voting Power 5,615,669
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Reporting
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Person With:
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 5,615,669
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person 5,615,669 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented
by Amount in Row (9) 9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN
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Item 1.
(a) Name of Issuer
FreeSeas Inc.
(the
“
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
10 Eleftheriou Venizelou Street
(Panepistimiou Avenue)
10671, Athens, Greece
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none,
Residence
(c) Citizenship
This
Schedule 13G is being filed on behalf of (i) Crede CG III, Ltd., a Bermuda exempted company (“
Crede CG III
”),
(ii) Crede Capital Group, LLC, a Delaware limited liability company (“
Crede Capital
”), (iii)
Acuitas
Financial Group, LLC, a California limited liability company (“
Acuitas
”), and (iv) Terren S. Peizer,
an
individual who is a citizen of the United States of America (“
Mr. Peizer
,” together with Crede CG III, Crede
Capital and Acuitas, the “
Reporting Persons
”).
The sole stockholder of Crede CG
III is Crede Capital. Acuitas holds all of the membership interests of Crede Capital and Mr. Peizer holds all of the membership
interests of Acuitas. Voting and dispositive power with respect to the shares held by Crede CG III is exercised by Mr. Peizer,
the sole and Managing Member of Acuitas, Crede Capital and Managing Director of Crede CG III, who acts as investment advisor to
these entities. Mr. Peizer, Acuitas and Crede Capital disclaim beneficial ownership with respect to the shares held by Crede CG
III.
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.
The
principal business office of the Crede GC III is
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
The
principal business office of each of Crede Capital, Acuitas and Mr. Peizer is 11150 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025.
(d) Title of Class of Securities
Common stock, $0.001 par value per share, of the Issuer
(the “
Common Stock
”).
(e) CUSIP Number
Y26496201
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item
4. Ownership.
(a) and (b):
On October 9, 2013, immediately
following the entry of an order (the “
Order
”) by the Supreme Court of the State of New York, County of New York
(the “
Court
”) in the matter entitled
Crede CG III, Ltd. v. FreeSeas Inc.
, Case No. 653328/2013, each
of the Reporting Persons may be deemed to have beneficial ownership of
5,615,669
shares of Common
Stock pursuant to that certain Exchange Agreement, dated as of September 26, 2013, by and between the Issuer and
Crede
CG III
(the “
Exchange Agreement
”), and all such shares of Common Stock represent beneficial ownership
of approximately 9.9% of the Common Stock, based on 51,108,261 shares of Common Stock issued and outstanding on September 26, 2013,
as reported to the Reporting Persons by the Issuer.
The total number of shares of Common
Stock to be issued to Crede CG III will equal the quotient of (i) $11,850,000 divided by (ii) 78% of the quotient of (I) the daily
volume weighted average price of the Common Stock for each trading day during the 75-consecutive trading day period beginning on
the first trading day after the Court approved the Order (or such shorter trading-day period as may be determined by Crede CG III
in its sole discretion by delivery of written notice to the Issuer) (the “
Calculation Period
” and such number
of shares is referred to herein as the “
Settlement Shares
”).
All shares of Common Stock to be
issued to Crede CG III pursuant to the Exchange Agreement will be issued pursuant to the exemption from registration provided by
Section 3(a)(10) of the Securities Act of 1933, as amended.
On October 10, 2013, 5,059,717
of the Settlement Shares were initially issued and delivered to Crede CG III by the Issuer. Following such initial issuance, at
any time and from time to time during the Calculation Period, Crede CG III may, in its sole discretion, deliver one or more written
notices to the Issuer requesting that a specified number of additional shares of Common Stock promptly be issued and delivered
to Crede CG III or its designee (subject to the limitations on beneficial ownership described below) so that the total number of
shares of Common Stock then issued equals the quotient of (i) $11,850,000 divided by (ii) 78% of the quotient of (I) the sum of
the daily volume weighted average price of the Common Stock for each of trading days during the period commencing with the first
trading day after the Court approved the Order and ending on the trading day immediately preceding the applicable written request
divided by (II) the number of trading days during such period.
At the end of the Calculation Period,
(i) if the total number of Settlement Shares required to be issued exceeds the number of shares of Common Stock previously issued
to Crede CG III pursuant to the Exchange Agreement, then the Issuer will issue to Crede CG III or its designee additional shares
of Common Stock equal to the difference between the total number of Settlement Shares required to be issued and the number of shares
of Common Stock previously issued to Crede CG III pursuant to the Exchange Agreement, and (ii) if the total number of Settlement
Shares required to be issued is less than the number of shares of Common Stock previously issued to Crede CG III pursuant to the
Exchange Agreement, then Crede CG III or its designee will return to the Issuer for cancellation a number of shares of Common Stock
equal to the difference between the total number of Settlement Shares required to be issued and the number of shares of Common
Stock previously issued to Crede CG III pursuant to the Exchange Agreement.
The Exchange Agreement provides
that in no event shall the number of shares of Common Stock issued to Crede CG III or its designee in connection with the Exchange
Agreement, when aggregated with all other shares of Common Stock then beneficially owned by Crede CG III and its affiliates (as
calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”),
and the rules and regulations thereunder), result in the beneficial ownership by Crede CG III and its affiliates (as calculated
pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.9% of the Common
Stock.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
.
(ii) Shared power
to vote or to direct the vote:
5,615,669
.
(iii) Sole power to dispose or to direct the disposition
of
0
.
(iv) Shared power to dispose or to direct the disposition
of
5,615,669
.
Item
5. Ownership of Five Percent or Less of a Class
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item
8. Identification and Classification of Members of the Group
Not applicable.
Item
9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 18, 2013
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CREDE GC III, LTD
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By:
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/s/ Terren S. Peizer
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Terren S. Peizer, Managing Director
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CREDE CAPITAL GROUP, LLC
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By:
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/s/ Terren S. Peizer
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Terren S. Peizer, Managing Member
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ACUITAS FINANCIAL GROUP, LLC
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By:
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/s/ Terren S. Peizer
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Terren S. Peizer, Managing Member
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/s/ Terren S. Peizer
|
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Terren S. Peizer
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to
this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: October 18, 2013
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CREDE GC III, LTD
|
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|
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By:
|
/s/ Terren S. Peizer
|
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Terren S. Peizer, Managing Director
|
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CREDE CAPITAL GROUP, LLC
|
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|
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|
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By:
|
/s/ Terren S. Peizer
|
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Terren S. Peizer, Managing Member
|
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ACUITAS FINANCIAL GROUP, LLC
|
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By:
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/s/ Terren S. Peizer
|
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Terren S. Peizer, Managing Member
|
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/s/ Terren S. Peizer
|
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Terren S. Peizer
|