OceanPal Inc. and Computershare Trust Company, N.A., as Warrant Agent Warrant Agency Agreement Dated as of February 10, 2023Warrant Agency Agreement • March 30th, 2023 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
WARRANT AGENCY AGREEMENT, dated as of February 10, 2023 (“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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2023 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this "Agreement") is dated as of February 8, 2023, between OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (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 AGREEMENTPlacement Agency Agreement • February 10th, 2023 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2022, between OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLASS B COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • February 23rd, 2023 • 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 February 10, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from OceanPal 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).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • June 13th, 2022 • Deep sea foreign transportation of freight • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (this “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 OceanPal Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (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 Aggregate Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject t
UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
The undersigned, OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of OceanPal Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
STOCKHOLDERS RIGHTS AGREEMENT between OCEANPAL INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of November __, 2021Stockholders Rights Agreement • November 2nd, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
CLASS B COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • February 10th, 2023 • Deep sea foreign transportation of freight • New York
THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, CEDE & Co., 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 February 10, 2028 (the "Termination Date") but not thereafter, to subscribe for and purchase from OceanPal Inc., a Marshall Islands corporation (the "Company"), up to 15,000,000 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee ("DTC") shall initially be the sole registered holder of this Warrant, subject to a Holder's right to elect to receive a Warrant in certif
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 15th, 2024 • 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, 2023, is made by and between OCEANPAL INC., a Marshall Islands corporation (the “Company”), and STEAMSHIP SHIPBROKING ENTERPRISES INC., a Marshall Islands corporation (the “Manager”).
CLASS B COMMON SHARE PURCHASE WARRANT OCEANPAL INC.OceanPal Inc. • June 13th, 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 , 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from OceanPal 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms
AMENDED AND RESTATED CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • November 17th, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This amended and restated contribution and conveyance agreement (this "Agreement") first entered into on November 8, 2021 and amended and restated as of November 17, 2021 to amend the timing of the consummation of the transactions contemplated by Recital C. below and certain other matters, among Diana Shipping Inc., a Marshall Islands corporation ("Diana"), and OceanPal Inc., a Marshall Islands corporation ("OceanPal"). The foregoing shall be referred to individually as a "Party" and collectively as the "Parties."
UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
The undersigned, (i) OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of OceanPal Inc., the “Company”), and (ii) stockholders of the Company executing this Agreement as named in Schedule II, each hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth here
ContractMemorandum of Agreement • October 13th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight
STEAMSHIP SHIPBROKING ENTERPRISES INC.Agreement • April 15th, 2024 • OceanPal Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT dated this 7th day of March 2023 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”).
ADDENDUM NO. 1Management 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.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").
MANAGEMENT AGREEMENT RELATING TO ARRANGEMENT OF INSURANCES AND HANDLING OF CLAIMSManagement Agreement • November 2nd, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT is made the …..th day of ….. 2021 between _________________, whose registered office is at _______________ (hereinafter called the “Owners”), of the one part and STEAMSHIP SHIPBROKING ENTERPRISES INC., whose Registered Office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the “Insurance Managers”), of the other part,
MANAGEMENT AGREEMENTManagement Agreement • November 2nd, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT is made the ……th day of ……. 2021 between ________________, whose registered office is at _____________ (hereinafter called the “Owners”), of the one part 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”), of the other part,
UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2022 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
The undersigned, (i) OceanPal Inc., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of OceanPal Inc., the "Company"), and (ii) stockholders of the Company executing this Agreement as named in Schedule II, each hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth here
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • August 10th, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Right of First Refusal Agreement (this “Agreement”) is made effective as of [________], 2021 between Diana Shipping Inc., a Marshall Islands company (the “Grantor”), and OceanPal Inc., a Marshall Islands company (the “Company”).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 2nd, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Right of First Refusal Agreement (this "Agreement") is made effective as of November 8, 2021 between Diana Shipping Inc., a Marshall Islands corporation (the "Grantor"), and OceanPal Inc., a Marshall Islands corporation (the "Company").
STEAMSHIP SHIPBROKING ENTERPRISES INC.Agreement • November 17th, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT dated this …….. 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”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 10th, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This AGREEMENT (this “Agreement”) is made effective as of , 2021 between DIANA SHIPPING INC., a Marshall Islands company (“Diana”) and OCEANPAL INC., a Marshall Islands company (“OceanPal”, and together with Diana, the “parties”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 2nd, 2021 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This AGREEMENT (this "Agreement") is made effective as of November 2, 2021 between DIANA SHIPPING INC., a Marshall Islands company ("Diana") and OCEANPAL INC., a Marshall Islands company ("OceanPal", and together with Diana, the "parties").
