0000919574-18-002540 Sample Contracts

Contract
Memorandum 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.

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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").

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

SUBORDINATED FACILITY AGREEMENT
Subordinated 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 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

(hereinafter called the "Sellers"), have agreed to sell, and North Star Marine Ltd, Hunkins Waterfront Plaza, suite 556, Main Street, Charlestown, Nevis or its guaranteed nominee (hereinafter called the "Buyers"), have agreed to buy:

Settlement Deed
Settlement Deed • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight
FACILITY AGREEMENT
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$35,000,000 for the purpose of assisting the Borrower and the Guarantors to refinance the Ships and in consideration of this for the Lenders (inter alia) to be entitled to a Discount Premium Amount in the sum of US$10,000,000 in recognition of the substantial discount being secured through the advance of the Loan.

Dated 30 June 2017
Intercreditor Agreement • March 16th, 2018 • Diana Containerships Inc. • Deep sea foreign transportation of freight

Borrower DIANA CONTAINERSHIPS INC. Owners As specified in SCHEDULE 4 Senior Mortgagee ADDIEWELL LTD Subordinated Mortgagee DIANA SHIPPING INC.

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