STEAMSHIP SHIPBROKING ENTERPRISES INC. THIS AGREEMENT

 
 
STEAMSHIP SHIPBROKING ENTERPRISES INC.
 
 
THIS
 
AGREEMENT
dated
 
this
 
23
rd
 
day
 
of
 
February
 
2024
 
by
 
and
 
between
 
Xxxxx
 
Shipping
 
Inc.,
 
a
Xxxxxxxx Islands
 
company
 
having
 
its registered
 
office
 
at
 
Trust Company
 
Complex, Ajeltake
 
Road, Ajeltake
Island,
 
Majuro,
 
Xxxxxxxx
 
Islands
 
MH96960
 
(the
 
"Company")
 
and
 
Steamship
 
Shipbroking
 
Enterprises
 
Inc.
a
Xxxxxxxx Islands
 
company
 
having
 
its registered
 
office
 
at
 
Trust Company
 
Complex, Ajeltake
 
Road, Ajeltake
Island, Majuro, Xxxxxxxx Islands MH96960 (the
 
"Broker").
 
BY
 
WHICH,
 
in
 
consideration
 
of
 
the
 
mutual
 
covenants
 
and
 
agreements
 
set
 
forth
 
herein,
 
the
 
parties
hereto agree as follows:
1.
 
The Company.
 
Xxxxx Shipping
 
Inc. is a
 
leading global
 
provider of
 
shipping transportation
services
 
through
 
its
 
ownership
 
of
 
dry
 
bulk
 
vessels.
 
The
 
Company’s
 
vessels
 
are
 
employed
 
primarily
 
on
medium
 
to
 
long-term
 
time
 
charters
 
and
 
transport
 
a
 
range
 
of
 
dry
 
bulk
 
cargoes,
 
including
 
such
commodities as iron ore, coal,
 
grain and other materials along
 
worldwide shipping routes.
 
2.
 
Engagement.
The Company
 
hereby engages
 
the Broker
 
to act
 
as broker
 
for the
 
Company
and
 
for
 
any
 
of
 
its
 
affiliated
 
companies
 
that
 
own
 
vessels
 
managed
 
by
 
Xxxxx
 
Shipping
 
Services
 
S.A.
 
as
directed
 
by
 
the
 
Company
 
to
 
assist
 
the
 
Company
 
in
 
the
 
provision
 
of
 
the
 
Services
 
by
 
providing
 
to
 
the
Company
 
or
 
to
 
an
 
entity
 
designated
 
by
 
the
 
Company
 
from
 
time
 
to
 
time,
 
brokerage
 
services
 
relating
 
to
 
the
purchase, sale
 
or chartering
 
of vessels,
 
brokerage services
 
relating to
 
the repairs
 
and other
 
maintenance of
vessels, and
 
any relevant
 
consulting services
 
permitted by
 
Greek laws
 
or the
 
Broker's Law
 
27/1975 license
(collectively the “Brokerage Services”), and the
 
Broker hereby accepts such appointment.
3.
 
Duration.
The
 
duration
 
of
 
the
 
engagement
 
shall
 
be
 
for
 
a
 
term
 
of
 
twelve
 
(12)
 
months
commencing the
 
1
st
 
day of January 2024 and ending (unless
 
terminated
 
earlier on the basis
 
of
 
any
 
other
provision of this
 
Agreement) on the
 
31
st
day
 
of December 2024 (the said period
 
as it may be extended
being hereinafter referred
 
to as
 
the "Term").
4.
 
Representations
 
of
 
Broker.
The Broker represents
 
that
 
it
 
has
 
personnel
 
fully
 
qualified,
without the benefit
 
of any further
 
training or
 
experience and has
 
obtained all necessary
 
permits and
 
licenses,
to perform the Brokerage Services. The duties of the
 
Broker shall be offered on a
 
worldwide basis. Broker's
duties
 
and responsibilities
 
hereunder
 
shall
 
always
 
be subject
 
to
 
the
 
policies
 
and
 
directives
 
of the
 
board
of
 
directors
 
of
 
the
 
Company
 
as
 
communicated
 
from time to time
 
to the Broker.
 
Subject to the above, the
precise duties, responsibilities and
 
authority of the Broker may be
 
expanded, limited or modified, from time to
time, at the discretion of the
 
board of directors of the Company.
 
5.
 
Commission.
Because of
 
their permanent
 
relation the
 
Company shall
 
pay the
 
Broker
a
lump
sum
 
commission
 
in
 
the
 
amount
 
of
 
United
 
States
 
Dollars
 
$325,000
 
per
 
month,
 
starting
 
on
 
the
 
1
st
 
day
 
of
January 2024
 
payable quarterly
 
in advance,
 
subject to required deductions
 
and withholdings. Commissions
on a percentage basis for
 
specific deals may be agreed
 
by separate agreements in writing.
6.
Expenses
.
 
The
 
Company
 
shall
 
pay
 
or
 
reimburse
 
the
 
Broker
 
for
 
any
 
out-of
 
pocket
expenses as such expenses
 
are not included in
 
the commission paid to the
 
Broker.
7.
 
Termination.
This
 
Agreement,
 
unless
 
otherwise
 
agreed
 
in
 
writing
 
between
 
the
 
parties,
shall be terminated as follows:
(a)
At the end of the Term
 
,
 
unless extended by mutual agreement
 
in writing.
(b)
The parties, by mutual agreement,
 
may terminate this Agreement at any
 
time.
(c)
Either
 
party
 
may
 
terminate
 
this
 
Agreement
 
for
 
any
 
material
 
breach
 
by
 
the
 
other
 
party
 
of
 
their
respective obligations under this Agreement.
8.
Change of Control.
(a)
 
In the event
 
of a "Change
 
in Control" (as
 
defined herein)
 
within
 
the duration
 
of this
 
Agreement,
the
 
Broker
 
has
 
the
 
option
 
to
 
terminate
 
this
 
Agreement
 
within six
 
(6) months
 
following such Change in
Control, and
 
shall be
 
eligible to
 
receive the
 
payment specified
 
in sub-paragraph
 
(c), below,
 
provided that
 
the
conditions of said paragraph are
 
satisfied.
(b)
 
For purposes of this Agreement, the term "Change of Control" shall
 
mean the:
(i)
 
acquisition
 
by
 
any
 
individual,
 
entity
 
or
 
group
 
of
 
beneficial
 
ownership
 
of
 
twenty-five
percent
 
(25%)
 
or
 
more
 
of
 
either
 
(A)
 
the
 
then-outstanding
 
shares
 
of
 
common
 
stock
 
of
 
the
Company
 
(B)
the
 
combined
 
voting
 
power
 
of
 
the
 
then-outstanding
 
voting
 
securities
 
of
 
the
Company entitled
 
to vote
 
generally
in the
 
election of
 
directors; provided, however,
 
that this
Clause 8(b)(i) shall
 
not apply to an individual, entity or
 
group that beneficially owns twenty-five
percent
 
(25%)
 
or
 
more
 
as
 
of
 
the
 
date
 
the
 
Company's
 
common
 
shares
 
are
 
approved
 
for
listing on the NYSE.
(ii)
 
consummation of a
 
reorganization, merger
 
or consolidation
 
of the Company
 
or the
sale or other disposition
 
of all or substantially
 
all of the assets
 
of the Company and/or of the
Affiliates; or
(iii)
 
approval
 
by
 
the
 
shareholders
 
of
 
the
 
Company
 
of
 
a
 
complete
 
liquidation
 
or
dissolution of the Company.
(c)
 
If
 
the
 
Broker
 
terminates
 
this
 
Agreement
 
within
 
six
 
(6)
 
months
 
following
 
a
 
Change
 
of
Control, the
 
Broker shall
 
receive a
 
payment equal
 
to five
 
(5) years'
annual
 
commission.
 
Receipt
 
of
the foregoing
 
shall be
 
contingent upon
 
the
Xxxxxx's execution and
 
non-revocation of a
 
Release of
Claims
 
in
 
favor
 
of
 
the
 
Company
 
and
 
the
 
Affiliates
 
in
 
a
 
form
 
that
 
is
 
reasonably
 
satisfactory
 
to
 
the
Company and its counsel.
9.
Notices
.
Every
 
notice,
 
request,
 
demand
 
or
 
other
 
communication
 
under
 
this
Agreement shall:
(a)
 
be in writing delivered
 
personally or by courier
 
or by fax or
 
shall be served through
 
a process
server;
(b)
 
be deemed to have been received,
 
subject as otherwise provided
 
in this Agreement in the
case
 
of
 
fax
 
upon
 
receipt
 
of
 
a
 
successful
 
transmission
 
report
 
(or
 
—if
 
sent
 
after
 
business hours—
 
the
following business day) and in the case of a letter when delivered personally or through courier or served
 
at
the address below; and
(c)
 
be
 
sent:
(i)
If to
 
the Company,
 
to:
c/o Xxxxx Shipping Services S.A.
 
Pendelis 16, Palaio Faliro, 175 64
 
Athens, Greece
Telephone:
 
+30 210
 
9470000
Telefax: x00 000 0000000
Attn: Director and President
 
(ii)
If to
 
the Broker,
 
to:
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, Palaio Faliro, 175 64
Athens, Greece
Telephone:
 
x00 000 0000000
 
Telefax:
 
x00 000 0000000
 
Attn: Director and President
or to
 
such other
 
person, address or
 
telefax, as
 
is notified
 
by the
 
relevant Party to
 
the other
 
Party to
 
this
Agreement
 
and
 
such
 
notification
 
shall
 
not
 
become
 
effective
 
until
 
notice
 
of
 
such
 
change
 
is
 
actually
received
 
by
 
the
 
other
 
Party.
 
Until
 
such
 
change
 
of
 
person
 
or
 
address is
 
notified, any
 
notification to
 
the
above addresses and fax numbers are agreed to be validly effected
 
for the purposes of this Agreement.
10.
 
Entire
 
Agreement.
This
 
Agreement
 
supersedes
 
all
 
prior
 
agreements
 
written
 
or
 
oral,
 
with
respect thereto.
11.
Amendments.
This Agreement may
 
be amended, superseded, canceled,
 
renewed or
extended
and the terms hereof may be waived, only by a written instrument signed by the
 
parties.
12.
 
Independent Contractor.
All services provided hereunder shall be provided by the
Broker as an
independent
 
contractor.
 
No
 
employment
 
contract,
 
partnership
 
or
 
joint
 
venture
 
between
 
the
 
Broker
 
and
 
the
Company has
 
been created
 
in or by this
 
Agreement
 
or as a result
 
of services
 
provided
 
hereunder.
13.
 
Assignment.
This Agreement,
 
and the
 
Broker's rights
 
and obligations
 
hereunder, may
not
 
be assigned
 
by the
 
Broker;
 
any
 
purported
 
assignment
 
in
 
violation
 
hereof
 
shall be
 
null and
 
void.
 
This
Agreement,
 
and
 
the
 
Company's
 
rights
 
and
 
obligations
 
xxxxxxxxx,
 
may
 
not
 
be
 
assigned
 
by
 
the
 
Company;
provided,
 
however,
 
that in
 
the event of any sale, transfer or other disposition of all or substantially all of the
Company's
 
assets and
 
business,
 
whether by
 
merger, consolidation
 
or otherwise,
 
the Company shall
 
assign
this Agreement and its rights hereunder to the successor to its assets and business.
14.
 
Binding Effect.
This Agreement shall be
 
binding upon and inure
 
to the benefit of
 
the parties
and their respective successors,
 
permitted assigns, heirs, executors and
 
legal representative.
15.
 
Counterparts.
This
 
Agreement
 
may
 
be
 
executed
 
by
 
the
 
parties
 
hereto
 
in
 
separate
counterparts,
 
each of which when
 
so executed
 
and delivered
 
shall be an original
 
but all such
 
counterparts
together
 
shall
 
constitute
 
one
 
and
 
the
 
same
 
instrument.
 
Each
 
counterpart may consist of
 
two copies
hereof each signed by one of the parties
 
hereto.
16.
 
Headings.
The headings
 
in this
 
Agreement are
 
for reference
 
only and
 
shall not
 
affect the
interpretation of this Agreement.
17.
 
Governing Law and Jurisdiction.
(a)
 
This Agreement shall
 
be governed by and
 
construed in accordance
 
with English Law.
(b)
 
Any dispute arising out of or in
 
connection with this Agreement
 
shall be referred to
 
arbitration
in London in accordance with
 
the Arbitration Act 1996 or any
 
statutory modification or re-enactment thereof
save to the extent necessary to give effect to the provisions of this clause.
 
 
IN WITNESS WHEREOF, the parties
 
hereto have signed their names
 
as of the day
 
and year first above written.
XXXXX SHIPPING INC.
___________________________
By: Xxxxxxxxxx Xxxxxxxxxx
Title: Director and President
STEAMSHIP SHIPBROKING ENTERPRISES INC.
___________________________
By:
 
Xxxxxx Xxxxxx
Title: Director and President
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Filed: April 5th, 2024
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