0001104659-22-043359 Sample Contracts

OceanPal Inc. and Computershare Trust Company, N.A., as Warrant Agent Warrant Agency Agreement Dated as of January 25, 2022
Warrant Agency Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • Delaware

WARRANT AGENCY AGREEMENT, dated as of January 25, 2022 (“Agreement”), between OceanPal Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York

THIS ADMINISTRATIVE SERVICES AGREEMENT (as the same may be amended or modified from time to time, the “Agreement”), dated as of November 29, 2021, is made by and between OCEANPAL INC., a Marshall Islands corporation (the “Company”), and STEAMSHIP SHIPBROKING ENTERPRISES INC., a Marshall Islands corporation (the “Manager”).

ADDENDUM NO. 1
Management Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight

To the Management Agreement dated 29th November 2021 (the “Management Agreement”) between , whose registered office is at (hereinafter called the “Owners”) and Diana Wilhelmsen Management Limited, a company incorporated and registered in Cyprus with company number HE 342962 whose registered office is at 21, Vasili Michailidi Street, 3026 Limassol, Cyprus, acting through its office at Syngrou Tower, 350 Syngrou Avenue, Kallithea 17674, Athens, Greece, (hereinafter called the “Managers”) in respect of the management of m/v “ ” (the “Ship”), made on this 1st day of March 2022 between the Owners and the Managers by which it is agreed as follows:

STEAMSHIP SHIPBROKING ENTERPRISES INC.
Brokerage Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight

THIS AGREEMENT dated this 29th day of November 2021 by and between OceanPal 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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