Please wait
exhibit447p1i0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 4.47
RIGHT
 
OF FIRST
 
REFUSAL
AGREEMENT
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").
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.
AGREEMENT
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
Agreement
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
all
 
terms
 
of
 
this
 
Agreement
 
shall
 
apply
 
to
 
such
 
affiliate
 
as
 
if
 
it were
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
agreement
 
for
 
the
 
sale
 
of
 
the
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
purchase
 
and
 
sale
 
agreement
 
for
 
the
 
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
exhibit447p2i0
 
 
 
 
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
 
hereunder,
 
or
(iii)
 
a
 
Contract
 
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:
Diana
 
Shipping
Inc.
Pendelis
16
175
 
64 Palaio
 
Faliro
Athens,
Greece
Attention:
 
Ioannis
Zafirakis
Tel:
 
+30
2109470100
Email:
izafirakis@dianashippinginc.com
Notices
 
to the
 
Company
 
will be
 
made
 
as
follows:
OceanPal
Inc.
Pendelis
26
175 64
 
Palaio
Faliro
Athens,
Greece
Attention:
 
Eleftherios
Papatrifon
Tel:
 
+30
 
210
9485360
Email:
lpapatrifon@oceanpal.com
5.
 
Term.
 
This
 
Agreement shall
 
terminate at
 
such
 
time
 
that
 
the
 
Sale
 
of
 
each
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.
 
DIANA SHIPPING INC.
 
 
 
 
By:
 
 
 
Name:
 
 
Ioannis Zafirakis
 
Title
 
 
Director, Chief Financial Officer,
 
Chief
Strategy Officer, Treasurer
 
and Secretary
 
 
 
 
 
 
OCEANPAL INC.
 
 
 
 
By:
 
 
 
Name:
 
 
Eleftherios Papatrifon
 
 
Title
 
 
Director and Chief Executive Officer
 
[Signature page to the Right of First Refusal
 
Agreement]
exhibit447p5i0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT A
Vessel
Name
1
Semirio
2
Boston
3
Melia
4
Aliki
5
Baltimore
6
Artemis