RIGHT
Exhibit 4.47
RIGHT OF FIRST REFUSAL
"Agreement")
is made effective as
of
November 8, 2021 between Xxxxx Shipping Inc., a Xxxxxxxx Islands corporation (the
"Grantor"),
and
OceanPal Inc., a Xxxxxxxx Islands corporation (the
"Company").
BACKGROUND
The Company is a wholly-owned subsidiary of the Grantor, and the Grantor intends to
distribute of all of the
Company's
issued and
outstanding
common shares to the
Grantor's
shareholders (the
"Spin-Off")
such that the Company will be an independent publicly
traded
company following the Spin-Off. In connection with the Spin-Off , the Grantor desires to grant the
Company a right of first refusal to acquire one or all of six vessels identified in Exhibit A hereto
(each, a "Subject Vessel" ) when and if the Grantor determined to sell such Subject
Vessel.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,
the Grantor and the Company agree to the
following:
1. Vessel Sale Restriction. The Grantor hereby agrees that it shall not sell,
transfer
or
otherwise dispose of, whether by one or a series of transactions and whether directly
or
indirectly,
any Subject Vessel (a "Sale") except as expressly permitted pursuant to
this
following the delivery by the Grantor to the Company of an Offer Notice with respect to the Subject
Vessel proposed to be sold. If any affiliate of the Company shall at any
time
become the owner
of a Subject Vessel, then the Company shall cause such affiliate to be bound by the terms hereof and
the Company.
2. Offer Notice; Response Notice. The Grantor may, from time to time, deliver
to
the
Company notice of a potential or contemplated Sale (each such notice, an "Offer
Notice").
Each
Offer Notice shall include a description of the proposed purchase price, which
purchase
price shall
be equal to the fair market value of the applicable Subject Vessel, as determined by
the
average
of two
independent shipbroker valuations
from
brokers mutually agreeable to the
Grantor
and the Company,
and proposed terms and conditions of such Sale. Within seven (7)
business
days after receipt of any
Offer Notice, the Company may, in its sole discretion, deliver notice
to
the Grantor (a "Response
Notice") that the Company accepts the price and terms and
conditions
as those offered in the Offer
Notice, subject to the negotiation and execution of a memorandum
of
Subject Vessel as contemplated below and thereafter, the
Grantor
and the Company shall have thirty
(30) days from the date on which the Company delivers
the
applicable Response Notice to
negotiate in good faith, on an exclusive basis, the terms
of
applicable Subject Vessel (a "Contract of Sale"),
which
terms shall be no less favorable to the
Company than the purchase price and other terms and conditions contained in the Offer Notice and
shall contain a due diligence period,
customary
representations and warranties and other provisions
customary in similar types of
transactions, as
negotiated in good faith by the parties. The Company
shall have the right to designate any
direct
or indirect wholly owned subsidiary to consummate the
purchase of the Subject
Vessel.
3.
Termination
of Vessel Sale Restriction. If, following the delivery by the
Grantor
to
the Company of an Offer Notice with respect to a Subject Vessel, (i) the Company fails
to
timely deliver a Response Notice with respect to such Offer Notice as provided in Section
2
above, (ii) the Company shall have delivered a Response Notice to the Grantor, and the
Grantor
and
the Company have not executed a Contract of Sale within the time period contemplated by Section
2, above and such failure was not the result of a default by the Grantor xxxxxxxxx, or
(iii) a
of Sale has been entered into by the Grantor and the Company and thereafter is terminated other
than on account of a breach by the Grantor, then the Grantor shall be free to sell such Subject Vessel
(A) for a purchase price which is no less than one hundred percent (100%) of the purchase price
contained in the applicable Offer Notice, and (B) otherwise upon
substantially
the same terms and
conditions contemplated by the Offer Notice, so long as such Sale is consummated within
three (3) months after the date on which the Company received
the
applicable Offer Notice.
Upon such Sale described in the immediately preceding sentence, said right of first refusal (with respect
to such Subject Vessel only) shall thereupon
automatically
terminate and shall be of no further force
and effect and such right of first refusal shall not be binding upon the
Grantor's
successors or
assigns. If such proposed Sale is not consummated
as
permitted hereunder within such three (3) month
period, the
Company's
right of first refusal shall be deemed to be reinstated and Seller shall not have
the right to sell such Subject Vessel until it has again complied with the provisions of this Agreement,
including delivering an Offer
Notice
with respect to such Subject
Vessel.
4. Notices. All notices, requests, demands and other communications to any party
hereunder will be in writing (including prepaid overnight courier or electronic mail) and will be given
to such party at its respective address set forth below or at such other address as such party may
hereafter specify for the purpose by notice to the other party hereto. Each such notice, request or
other
communication
will be effective when received at the address specified in
this
Section or when
delivery at such address is
refused.
Notices to the Grantor will be made as
follows:
Xxxxx Shipping
Inc.
Pendelis
16
175 64 Palaio Faliro
Athens,
Greece
Attention: Xxxxxxx
Xxxxxxxxx
Tel: +30
0000000000
Email:
xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
Notices to the Company will be made as
follows:
OceanPal
Inc.
Pendelis
26
175 64 Palaio
Faliro
Athens,
Greece
Attention: Xxxxxxxxxxx
Xxxxxxxxxx
Tel: +30 210
9485360
Email:
xxxxxxxxxxx@xxxxxxxx.xxx
Subject
Vessel
has been consummated in accordance with this
Agreement.
6. Governing Law. This Agreement and the rights and obligations of the parties
hereto will be governed by and construed in accordance with the laws of the State of New York.
7. Further Assurances. The Grantor agrees to execute, acknowledge and deliver all such
instruments and take all such actions as the Company from time to time may reasonably request in
order to further effectuate the purposes of this Agreement and to cany out the terms hereof and to
better assure and confirm to the Company its rights, powers and remedies hereunder.
8. Binding Effect; Assignment. This Agreement will be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, executors, administrators, successors and
permitted assigns. This Agreement is not assignable by either party without the prior written consent
of the other party.
9. Severability. If any term, covenant or condition of this Agreement is held to be
invalid, illegal or unenforceable in any respect, then this Agreement will be construed as if such
invalid, illegal, or unenforceable provision or part of a provision had never been contained in this
Agreement.
9. Counterparts. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of such counterparts together will constitute one agreement.
To
facilitate execution of this Agreement, the parties may execute and exchange counterparts of
signature pages by electronic transmission (e.g., through use of a Portable Document Format or
"PDF" file).
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be
executed as of the date set forth
above.
XXXXX SHIPPING INC.
By:
Name:
Title
Strategy Officer, Treasurer and Secretary
OCEANPAL INC.
By:
Name:
Title
[Signature page to the Right of First Refusal Agreement]
EXHIBIT A
Vessel
Name
1
Semirio
2
Boston
3
Melia
4
Aliki
5
Baltimore
6
Artemis
