SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2017 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 21, 2017, is by and among Diana Containerships Inc., a company organized under the laws of the Republic of the Marshall Islands with offices located at c/o Unitized Ocean Transport Limited, Pendelis 18 175 64 Palaio Faliro Athens, Greece (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
PERFORMANCE SHIPPING INC. And COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., Jointly as Warrant Agent Warrant Agency Agreement Dated as of June 1, 2022Warrant Agency Agreement • June 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
WARRANT AGENCY AGREEMENT, dated as of June 1, 2022 (“Agreement”), among Performance Shipping Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • March 23rd, 2021 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
Performance Shipping Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Company"), confirms its agreement (this "Agreement") with H.C. Wainwright & Co., LLC (the "Manager") as follows:
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2022, between Performance Shipping Inc., a Marshall Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PERFORMANCE SHIPPING, INC. And COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrant Agency Agreement Dated as of May ,2022Warrant Agency Agreement • May 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
WARRANT AGENCY AGREEMENT, dated as of May ___, 2022 (“Agreement”), between Performance Shipping, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 3rd, 2023 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2023, between Performance Shipping Inc., a Marshall Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 3rd, 2023 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2010 • Diana Containerships Inc. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of March 29, 2010, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 5,602,330 shares of Common Stock (plus an additional 840,350 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
PERFORMANCE SHIPPING INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
The undersigned, Performance Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands ( the “Company”) hereby confirms its agreement to issue and sell to and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”) an aggregate of units, (the “Units”), each unit consisting of one common share, $0.01 par value per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the “Firm Shares”) or one pre-funded warrant to purchase one Common Share at an exercise price of $0.01 per Common Share (the pre-funded warrants sold as part of the Units (the “Firm Pre-Funded Warrants”) together with one Class A Warrant to purchase one Common Share at an exercise price of $ per share (the Class A Warrants sold as part of the Units, the “Firm Purcha
PRE-FUNDED COMMON SHARES PURCHASE WARRANT PERFORMANCE SHIPPING INC.Warrant Agreement • May 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Performance Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCKHOLDERS RIGHTS AGREEMENT between DIANA CONTAINERSHIPS INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent Dated as of August 2, 2010Stockholders Rights Agreement • October 15th, 2010 • Diana Containerships Inc. • New York
Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or were (under certain circumstances specified in the Agreement), beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.
PERFORMANCE SHIPPING INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
PRE-FUNDED COMMON SHARES PURCHASE WARRANT PERFORMANCE SHIPPING INC.Pre-Funded Common Shares Purchase Warrant • June 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Performance Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 18th, 2019 • Performance Shipping Inc. • Deep sea foreign transportation of freight • London
LANGOR SHIPPING COMPANY INC. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and
SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE 114,000 DWT PRODUCT/ CRUDE OIL TANKER (HULL NO. H1596) BETWEEN SRI LANKA SHIPPING COMPANY INC. as BUYER and CHINA SHIPBUILDING TRADING COMPANY LIMITED and SHANGHAI WAIGAOQIAO SHIPBUILDING COMPANY LIMITED...Shipbuilding Contract • March 28th, 2024 • Performance Shipping Inc. • Deep sea foreign transportation of freight
This CONTRACT, entered into this 18th day of December 2023 by and between SRI LANKA SHIPPING COMPANY INC., a corporation organized and existing under the Laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (hereinafter called the "BUYER") on one part; and CHINA SHIPBUILDING TRADING COMPANY LIMITED, a corporation organized and existing under the Laws of the People's Republic of China, having its registered office at 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People's Republic of China (hereinafter called "CSTC"), and SHANGHAI WAIGAOQIAO SHIPBUILDING COMPANY LIMITED, a corporation organized and existing under the Laws of the People's Republic of China, having its registered office at 3001 Zhouhai Road, Pudong New District, Shanghai 200137, the People's Republic of China (hereinafter called the "BUILDER") on the other part. CSTC and the BUILDER are hereinafter jointl
ALPHA BANK S.A.Loan Agreement • April 28th, 2023 • Performance Shipping Inc. • Deep sea foreign transportation of freight
Execution Version US$148,000,000 Secured Loan Agreement Dated 10 September 2015Secured Loan Agreement • March 21st, 2016 • Diana Containerships Inc. • Deep sea foreign transportation of freight
Each of the Original Lenders has agreed to advance to the Borrowers on a joint and several basis its Commitment (aggregating, with all the other Commitments, up to $148,000,000) to (i) re-finance the Existing Indebtedness under the Existing Loan Agreement and (ii) to finance part of the purchase price of each New Vessel.
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Common Share Purchase Warrant • July 20th, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on January 19, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Performance Shipping Inc., a Marshall Islands corporation (the “Company”), up to Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE 114,000 DWT PRODUCT/ CRUDE OIL TANKER (HULL NO. H1597) BETWEEN GUADELOUPE SHIPPING COMPANY INC. as BUYER and CHINA SHIPBUILDING TRADING COMPANY LIMITED and SHANGHAI WAIGAOQIAO SHIPBUILDING COMPANY LIMITED...Shipbuilding Contract • March 28th, 2024 • Performance Shipping Inc. • Deep sea foreign transportation of freight
This CONTRACT, entered into this 18th day of December 2023 by and between GUADELOUPE SHIPPING COMPANY INC., a corporation organized and existing under the Laws of the Republic of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (hereinafter called the "BUYER") on one part; and CHINA SHIPBUILDING TRADING COMPANY LIMITED, a corporation organized and existing under the Laws of the People's Republic of China, having its registered office at 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People's Republic of China (hereinafter called "CSTC"), and SHANGHAI WAIGAOQIAO SHIPBUILDING COMPANY LIMITED, a corporation organized and existing under the Laws of the People's Republic of China, having its registered office at 3001 Zhouhai Road, Pudong New District, Shanghai 200137, the People's Republic of China (hereinafter called the "BUILDER") on the other part. CSTC and the BUILDER are h
ContractAdministrative Services Agreement • March 26th, 2014 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
37,400,000 Secured Loan AgreementSecured Loan Agreement • April 28th, 2023 • Performance Shipping Inc. • Deep sea foreign transportation of freight
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2022, between Performance Shipping Inc., a Marshall Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2011 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
This Agreement is made in connection with the Share Purchase Agreement (the “Purchase Agreement”), dated as of June [ ], 2011, between the Company and Diana for the purchase of up to $20 million of the Company’s Common Stock (the “Shares”). In order to induce Diana to enter into the Purchase Agreement, the Company has agreed to provide the registration rights provided for in this Agreement.
ContractMemorandum of Agreement for Sale and Purchase of Ships • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight • London
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code-name SALEFORM 2012 Revised 1996, 1983 and 1986/8, 1993 and 2012.
STEAMSHIP SHIPBROKING ENTERPRISES INC.Brokerage Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT dated this 1st day of April 2017 by and between Diana Containerships Inc., a Marshall Islands company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Company") and Steamship Shipbroking Enterprises Inc., a Marshall Islands company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Broker").
FOURTH AMENDMENT TO LOAN AGREEMENT relating to an unsecured term loan facility of up to US$50,000,000 to be used for general corporate purposes and working capital requirements by and between DIANA SHIPPING INC. as Lender -and- ELUK SHIPPING COMPANY...Loan Agreement • February 16th, 2017 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
This AMENDMENT (the "Amendment") to that certain loan agreement dated as of May 20, 2013, as was amended on July 28, 2014 and further amended on September 9, 2015 and December 3, 2015 (the "Principal Loan Agreement"), is made on September 12, 2016.
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight • London
STEAMSHIP SHIPBROKING ENTERPRISES INC.Brokerage Agreement • March 18th, 2019 • Performance Shipping Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT dated this 2nd day of April 2018 by and between Diana Containerships Inc., a Marshall Islands company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Company”) and Steamship Shipbroking Enterprises Inc., a Marshall Islands company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Broker”).
ContractNon-Competition Agreement • March 26th, 2014 • Diana Containerships Inc. • Deep sea foreign transportation of freight • England
FIFTH AMENDMENT TOLoan Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
This AMENDMENT (the "Amendment") dated as of May 30, 2017 to that certain loan agreement dated as of May 20, 2013, as amended on July 28, 2014 and further amended on September 9, 2015, December 3, 2015 and September 12, 2016 (the "Agreement"), is made on May 30, 2017.
ContractMemorandum of Agreement • February 23rd, 2012 • Diana Containerships Inc. • Deep sea foreign transportation of freight • London
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by the Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87. Dated: 19th December 2011
Date May 20, 2013 DIANA SHIPPING INC. as Lender - and- ELUK SHIPPING COMPANY INC. as Borrower - and- DIANA CONTAINERSHIPS INC. as GuarantorLoan Agreement • March 26th, 2014 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
The Lender has agreed to make available to the Borrowers an unsecured term loan facility of up to Fifty million United States Dollars (US$50,000,000) in up to five (5) advances for general corporate purposes and working capital requirements.
THIRD AMENDMENT TOLoan Agreement • February 16th, 2017 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
This AMENDMENT (the "Amendment") dated December 3, 2015 to that certain loan agreement dated as of May 20, 2013, as was amended on July 28, 2014 and further amended on September 9, 2015.
SUBORDINATED FACILITY AGREEMENTSubordinated Facility Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight
The Lenders have agreed to make available to the Borrower a credit facility of up to US$82,616,666.66 for the purpose of assisting the Borrower and the Guarantors to refinance the Ships and the Existing Loan Agreement and for general corporate purposes and working capital requirements and in consideration of this for the Lenders (inter alia) to be entitled to a Discount Premium Amount in the sum of US$5,000,000 in recognition of the substantial discount being secured through the advance of the Loan.
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight • London
ORANGINA INC., TRUST COMPANY COMPLEX, AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO, MARSHALL ISLANDS MH96960 (Name of sellers), hereinafter called the "Sellers", have agreed to sell, and
