Diana Containerships Inc. Sample Contracts

PERFORMANCE SHIPPING INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
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PERFORMANCE SHIPPING INC. And COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., Jointly as Warrant Agent Warrant Agency Agreement Dated as of June 1, 2022
Warrant 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

PRE-FUNDED COMMON SHARES PURCHASE WARRANT PERFORMANCE SHIPPING INC.
Performance Shipping Inc. • June 2nd, 2022 • 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).

AT THE MARKET OFFERING AGREEMENT
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:

PERFORMANCE SHIPPING, INC. And COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrant Agency Agreement Dated as of May ,2022
Warrant 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”).

FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities 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”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 3rd, 2023 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Underwriting 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

SECURITIES PURCHASE AGREEMENT
Securities 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").

STOCKHOLDERS RIGHTS AGREEMENT between DIANA CONTAINERSHIPS INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent Dated as of August 2, 2010
Stockholders 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.

MEMORANDUM OF AGREEMENT
Memorandum 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

Execution Version US$148,000,000 Secured Loan Agreement Dated 10 September 2015
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.

Contract
Administrative Services Agreement • March 26th, 2014 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
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...
Performance Shipping Inc. • July 20th, 2022 • 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).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

ALPHA BANK S.A.
Performance Shipping Inc. • April 28th, 2023 • Deep sea foreign transportation of freight
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

ALPHA BANK S.A.
Loan Agreement • April 28th, 2023 • Performance Shipping Inc. • Deep sea foreign transportation of freight
37,400,000 Secured Loan Agreement
Performance Shipping Inc. • April 28th, 2023 • Deep sea foreign transportation of freight
STEAMSHIP SHIPBROKING ENTERPRISES INC.
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").

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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. Dated: 13 April 2011 Code-name SALEFORM 1993 Revised 1966,...
Memorandum of Agreement • May 9th, 2011 • Diana Containerships Inc. • Deep sea foreign transportation of freight • London

Ebon Shipping Company Inc. of Trust Company Complex Ajeltake Road Ajeltake Island, Majuro Marshall Islands MH 96960 Performance of Ebon Shipping Company Inc. of Trust Company Complex to be guaranteed by Diana Containerships Inc. of Trust Company Complex Ajeltake Road Ajeltake Island, Majuro, Marshall Islands MH 96960 hereinafter called the Buyers, have agreed to buy

STEAMSHIP SHIPBROKING ENTERPRISES INC.
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”).

Contract
Non-Competition Agreement • March 26th, 2014 • Diana Containerships Inc. • Deep sea foreign transportation of freight • England
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.

FIFTH AMENDMENT TO
Loan 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.

Amendment Agreement to Secured Loan Facility Agreement dated 10 September 2015 Dated 12 September 2016
Diana Containerships Inc. • February 16th, 2017 • Deep sea foreign transportation of freight

Supplemental to a secured loan agreement dated 10 September 2015 (the "Loan Agreement") made between the Original Borrowers, the Original Guarantor, the Original Lender, the Arranger, the Agent, the Original Swap Provider and the Security Agent on the terms and subject to the conditions of which the Original Lender agreed to advance to the Borrowers of an aggregate amount not exceeding $148,000,000.

Date May 20, 2013 DIANA SHIPPING INC. as Lender - and- ELUK SHIPPING COMPANY INC. as Borrower - and- DIANA CONTAINERSHIPS INC. as Guarantor
Loan 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 TO
Loan 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.

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration 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.

PLACEMENT AGENCY AGREEMENT
Agency Agreement • July 20th, 2022 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York
SUBORDINATED FACILITY AGREEMENT
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 AGREEMENT
Memorandum 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

MEMORANDUM OF AGREEMENT
Memorandum of Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight • London
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