exhibit448

Exhibit 4.48

AMENDED AND RESTATED

CONTRIBUTION AND CONVEYANCE

AGREEMENT

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."

RECITALS

Diana intends to transfer a portion of its fleet to OceanPal, a wholly-owned subsidiary,

and OceanPal

will subsequently be spun off to current shareholders of

Diana (the "Spin-Off"). Concurrently with the Spin-Off,

Diana intends to list the shares of the subsidiary to be spun off on

the Nasdaq Capital Market. The board of directors

of Diana, and the board of directors of OceanPal,

as well of the shareholders of OceanPal,

have or will authorize the

actions set forth below at the times and in the order set forth below.

To accomplish

the objectives and purposes in the preceding recital, the following actions have

been

taken prior to the date of this Agreement:

(1)

Diana formed OceanPal pursuant to the Marshall Islands Business Corporation

Act and

contributed $5.00 in exchange for 500 of OceanPal’s

common shares, par value $0.01 per share (the “Common

Shares”),

constituting all of the outstanding Common Shares of OceanPal at such time;

(2)

Diana, as sole shareholder of OceanPal, has authorized an increase of

OceanPal’s

authorized share capital from 500 to 1,000,000,000 Common Shares

and has authorized the issuance of up to

100,000,000 preferred shares of OceanPal capital stock, and the board

of directors of OceanPal have designated an

aggregate of 500,000 preferred shares of OceanPal as the Series B Preferred

Shares and have designated an

aggregate of 10,000 preferred shares of OceanPal as the Series C Preferred

Shares;

and

(3)

Diana owns all of the outstanding shares (the "Vessel

-Owning Subsidiary Shares") of

(i) Darien Compania Armadora S.A., a Panama corporation ("DCA"), which owns

the drybulk vessel

Calipso

;

(ii) Cypres Enterprises Corp.,

a Panama corporation ("CEC"), which owns the drybulk vessel

Protefs

, and

(iii) Marfort Navigation Company Limited, a Cyprus corporation ("MNCL"),

which owns the drybulk vessel

Salt

Lake City

(the

Calipso

, the

Protefs

and the

Salt Lake City,

collectively, the “Vessels

”) (DCA, CEC and MNCL,

collectively,

the "Vessel

-Owning Subsidiaries").

Effective immediately

prior to the distribution by Diana of OceanPal common shares to the

shareholders of Diana (the “Spin-off Distribution”)

the following transactions

shall occur in accordance with and

pursuant to this Agreement: Diana will contribute (i) all of the Vessel

-Owning Subsidiary Shares to OceanPal as a

capital contribution and (ii) and aggregate of $1.0 million in cash as working

capital of the Company (the “Working

Capital Amount”) in exchange for 500,000 of OceanPal’s

Series B Preferred Shares (the "OceanPal Series B

Preferred Shares") and 10,000 of OceanPal’s

Series C Convertible Preferred Shares (the “OceanPal Series C

Preferred Shares” and, together with the OceanPal Series B Preferred Shares

(the "OceanPal Shares").

Subsequent to the date of this Agreement:

(1)

OceanPal will, in addition to issuing the OceanPal Shares, issue an additional

number of

common shares constituting 100% of the issued and outstanding common

shares of OceanPal (the “Distribution

Shares”) to Diana in exchange for the contribution of the Working

Capital Amount and Vessel

-Owning Subsidiary

Shares and cancellation of the existing outstanding common shares of

OceanPal;

and

(2)

Diana will distribute the OceanPal Common Shares

to its shareholders on a

pro rata

basis

as a special dividend.

AGREEMENT

NOW, THEREFORE,

in consideration of their mutual undertakings and agreements hereunder,

the Parties

undertake and agree as follows:

ARTICLE I

CONTRIBUTIONS AND CONVEYANCE

1.1 Contributions and Conveyances. The Parties acknowledge and

agree that the following actions

hereby occur in the following order effective immediately

prior to the Spin-off Distribution:

(a) Contribution by Diana of the Vessel

-Owning Subsidiary Shares and the Working

Capital Amount to

OceanPal as a capital contribution, and OceanPal shall acknowledge receipt

of the Vessel

-Owning Subsidiary Shares

and Working

Capital Amount;

(b) Issuance and delivery by OceanPal of the Distribution Shares and

OceanPal Shares to Diana in exchange

for Diana’s capital contribution

of the Vessel

-Owning Subsidiary Shares and Working

Capital Amount,

and Diana

shall acknowledge

receipt of the Distribution Shares; and

desirable to effect the

foregoing.

ARTICLE II

REPRESENTATIONS

AND WARRANTIES

OF DIANA;

DISCLAIMER

2.1 Representations and Warranties

Diana hereby represents and warrants that:

(a) Each of the Vessel

-Owning Subsidiaries has been duly formed or incorporated and is validly

existing in

good standing under the laws of its respective jurisdiction of formation or

incorporation and has all requisite power

and authority to operate its assets, including the vessel owned by

each such Vessel

-Owning Subsidiary,

and

conducts its business as described in Diana’s

public filings made with the U.S. Securities and Exchange

Commission (“SEC”) through the date hereof;

(b) Correct and complete copies of the articles of association, articles of

incorporation, by-laws, other

organizational documents and all material agreements

(as amended to the date of this Agreement) of the Vessel-

Owning Subsidiaries have been made available to OceanPal;

and agreements required to

be executed and delivered by it pursuant to this Agreement in connection

with the completion of the transactions

contemplated by this Agreement, have been or will be duly authorized

by all necessary actions by Diana and, to the

extent applicable, each Vessel

-Owning Subsidiary,

and this Agreement has been duly executed and delivered by

Diana and constitutes a legal, valid and binding obligation of Diana

enforceable in accordance with its terms, except

as may be limited by bankruptcy,

insolvency, liquidation,

reorganization, reconstruction and other similar laws of

general application affecting the enforceability of remedies and

rights of creditors and except that equitable remedies

such as specific performance and injunction are in the discretion of a court;

(d) The execution, delivery and performance by it of this Agreement will not

conflict with or result in any

violation of or constitute a breach of any of the terms or provisions of, or result in the

acceleration of any obligation

under, or constitute a default under any provision

of: (i) the articles of association, articles of incorporation or by-

laws or other organizational documents of Diana or

any of the Vessel

-Owning Subsidiaries (the "Diana Parties" and

each, a "Diana Party"); (ii) any lien, encumbrance, security interest, pledge,

mortgage, charge, other claim, bond,

indenture, agreement, contract, franchise license, permit or other instrument or

obligation to which any Diana Party

is a party or is subject or by which any of such Diana Party's assets or properties

may be bound; (iii) any applicable

laws, statutes, ordinances, rules or regulations promulgated by a governmental

authority, orders of a governmental

authority, judicial decisions,

decisions of arbitrators or determinations of any governmental authority or

court

("Laws"); or (iv) any charter or vessel management agreement to which any

Diana Party is a party or any material

provision of any material contract to which a Diana Party is a party or by which

a Diana Party's properties are

bound;

(e) Except as have already been obtained or that will be obtained in the ordinary

course of business, no

consent, permit, approval or authorization of, notice or declaration to or filing

with any governmental authority or

any other person, including those related to any environmental laws or regulations

or the charters or vessel

management agreements related to the vessels owned by the Vessel

-Owning Subsidiaries, is required in connection

with the execution and delivery by any Diana Party of this Agreement

or the consummation by any Diana Party of

the transactions contemplated hereunder;

(f) The Vessel

-Owning Subsidiary Shares are validly issued in accordance

with the applicable articles of

association or incorporation and are fully paid and non-assessable;

(g) Diana owns the entire beneficial interest in the Vessel

-Owning Subsidiary Shares and has good legal title

to the same, free and clear of all liens, encumbrances, security interests, pledges,

mortgages, charges or other claims;

(h) There is no outstanding agreement, contract, option, commitment or other

right or understanding in favor

of, or held by, any person

to acquire the Vessel

-Owning Subsidiary Shares or the assets of the Vessel

-Owning

Subsidiaries, including but not limited to the Vessels

, that has not been terminated or otherwise waived;

(i) Each of the charters and the vessel management agreements to which each applicable

Vessel

-Owning

Subsidiary is a party (as amended to the date of this Agreement) has been made

available to OceanPal and is a valid

and binding agreement of the Vessel

-Owning Subsidiary party to such charter or agreement enforceable

accordance with its terms and, to the knowledge of such Vessel

-Owning Subsidiary,

of all other parties thereto

enforceable in accordance with its terms;

(j) The Vessel

-Owning Subsidiaries have fulfilled all material obligations required pursuant

to the charters

(described in (i) above) and the vessel management agreements to have

been performed by them prior to the date of

this Agreement and have not waived any material rights thereunder; and

no material default or breach exists in

respect thereof on their part or, to their knowledge,

any of the other parties thereto and, to their knowledge, no event

has occurred which, after giving of notice or the lapse of time, or both, would constitute

such a material default or

breach;

(n) Except for such liabilities, debts obligations, encumbrances, defects, restrictions

or claims of a general

nature and magnitude that would arise in connection with the operation of vessels of

the same type as the Vessels

the ordinary course of business, there are no liabilities, debts or obligations of, encumbrances,

defects or restrictions

with respect to, or claims against the Vessel

-Owning Subsidiaries or any of the assets owned by the Vessel

-Owning

Subsidiaries, including the Vessels,

other than those

disclosed in Diana’s public filings

made with the SEC through

the date hereof; and

(o) The Vessels

are (i) adequate and suitable for use by the Vessel

-Owning Subsidiaries in the Vessel

-Owning

Subsidiaries' business as presently conducted by them in all material respects

as described in the Registration

Statement, ordinary wear and tear excepted; (ii) seaworthy in all material respects

for hull and machinery insurance

warranty purposes and is in good running order and repair; (iii) insured against

all risks, and in amounts, consistent

with common industry practices; (iv) in compliance with maritime laws and regulations;

(v) duly registered under

the flag of the Bahamas or Cyprus, as applicable; and (vi) in compliance in all material respects

with the

requirements of its present class and classification society; and all class certificates of each of

the Vessels

are clean

and valid and free of recommendations affecting class.

2.2 Disclaimer of Warranties.

EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT

IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION

WITH THIS AGREEMENT,

THE PARTIES

ACKNOWLEDGE AND AGREE THAT

NONE OF THE PARTIES

HAS MADE, DOES NOT

MAKE, AND EACH SUCH PARTY

SPECIFICALLY

NEGATES

AND DISCLAIMS, ANY

REPRESENTATIONS,

WARRANTIES,

PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES

ANY KIND OR CHARACTER WHATSOEVER,

WHETHER EXPRESS, IMPLIED OR STATUTORY,

ORAL

OR WRITTEN, PAST

OR PRESENT,

REGARDING (A) THE VALUE,

NATURE,

QUALITY OR CONDITION

OF THE ASSETS OWNED BY THE VESSEL-OWNING SUBSIDIARIES,

INCLUDING, WITHOUT

LIMITATION,

THE ENVIRONMENTAL

CONDITION OF THE ASSETS GENERALLY,

INCLUDING,

WITHOUT LIMITATION,

THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES

OR OTHER

MATTERS

ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED

FROM SUCH ASSETS, (C) THE

SUITABILITY OF SUCH

ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT

MAY BE

CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF

OR BY SUCH ASSETS OR THEIR

OPERATION

WITH ANY LAWS (INCLUDING

WITHOUT LIMITATION

ANY ZONING,

ENVIRONMENTAL

PROTECTION, POLLUTION OR LAND USE LAWS,

RULES, REGULATIONS,

ORDERS

OR REQUIREMENTS), OR (E) THE HABITABILITY,

MERCHANTABILITY,

MARKETABILITY,

PROFITABILITY

OR FITNESS FOR A PARTICULAR

PURPOSE OF SUCH ASSETS. EXCEPT TO THE

EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED

IN CONNECTION WITH

THIS AGREEMENT, EACH

PARTY

ACKNOWLEDGES AND AGREES THAT

SUCH PARTY

HAS HAD THE

OPPORTUNITY TO

INSPECT THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES,

AND SUCH

PARTY

IS RELYING

SOLELY

ON ITS OWN INVESTIGATION

OF THE ASSETS OF THE VESSEL-

OWNING SUBSIDIARIES AND NOT ON ANY INFORMATION

PROVIDED OR TO BE PROVIDED BY THE

OTHER PARTY.

EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT

EXECUTED OR

DELIVERED IN CONNECTION WITH THIS AGREEMENT,

NONE OF THE PARTIES

IS LIABLE OR

BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,

REPRESENTATIONS

INFORMATION

PERTAINING

TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES FURNISHED

BY ANY AGENT, EMPLOYEE,

SERVANT

OR THIRD PARTY.

THIS SECTION SHALL SURVIVE

THE

CONTRIBUTION AND CONVEYANCE

OF THE INTERESTS OR THE TERMINATION

OF THIS

AGREEMENT. THE PROVISIONS

OF THIS SECTION HAVE

BEEN NEGOTIATED

BY THE PARTIES

AFTER DUE CONSIDERATION

AND ARE INTENDED TO BE A COMPLETE EXCLUSION

AND

NEGATION

OF ANY REPRESENTATIONS

OR WARRANTIES,

WHETHER EXPRESS, IMPLIED OR

STATUTORY,

WITH RESPECT TO THE ASSETS OF THE VESSEL-OWNING

SUBSIDIARIES THAT

MAY

ARISE PURSUANT TO ANY LAW

NOW OR HEREAFTER IN EFFECT,

OR OTHERWISE, EXCEPT

AS SET

FORTH IN THIS AGREEMENT

OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN

CONNECTION WITH THIS AGREEMENT.

2.3 Indemnification.

Diana hereby agrees to indemnify OceanPal for any and all obligations and other

liabilities arising from or relating to the operation, management or employment

of any Vessel

prior to the effective

date of the Spin-Off,

and hereby agrees to indemnify each Vessel

-Owning Subsidiary for any and all obligations and

other liabilities arising from or relating to the operation, management or employment

of the Vessel

owned by such

Vessel

-Owning Subsidiary prior to the effective date of

the Spin-Off.

ARTICLE III

FURTHER ASSURANCES

3.1 Further Assurances.

From time to time after the date of this Agreement, and without any further

consideration, the Parties agree to execute, acknowledge and deliver all such additional

deeds, assignments, bills of

sale, conveyances, instruments, notices, releases, acquittances and other

documents, and will do all such other acts

and things, all in accordance with applicable Law,

as may be necessary or appropriate (a) more fully to assure that

the applicable Parties own all of the properties, rights, titles, interests, estates, remedies,

powers and privileges

granted by this Agreement, or which are intended to be so granted, (b) more fully

and effectively to vest in the

applicable Parties and their respective successors and assigns beneficial

and record title to the interests contributed

and assigned by this Agreement or intended so to be and (c) to more fully and effectively

carry out the purposes and

intent of this Agreement.

3.2 Power of Attorney.

Each Party that has conveyed any interests as reflected by this Agreement

(collectively, the

"Conveying Parties") hereby constitutes and appoints

each of Semiramis Paliou, Ioannis Zafirakis

and Eleftherios Papatrifon,

each of Pendelis 26, 175 64 Palaio Faliro, Athens, Greece,

and Edward S. Horton, Daniel

Lin and Joseph Nardello, each of Seward & Kissel LLP,

One Battery Park Plaza, New York,

NY 10004 (the

"Attorney-in-Fact") its true and lawful attorney-in-fact with full power of substitution

for it and in its name, place

and stead or otherwise on behalf of the applicable Conveying Party and its successors

and assigns, and for the

benefit of the Attorney-in-Fact to demand and receive from time to time the interests

contributed and conveyed by

this Agreement (or intended so to be) and to execute in the name of

the applicable Conveying Party and its

successors and assigns instruments of conveyance, instruments of further

assurance and to give receipts and releases

in respect of the same, and from time to time to institute and prosecute in

the name of the applicable Conveying

Party for the benefit of the Attorney-in-Fact, any and all proceedings at law,

in equity or otherwise which the

Attorney-in-Fact may deem proper in order to (a) collect, assert or enforce

any claims, rights or titles of any kind in

and to the Interests, (b) defend and compromise any and all actions, suits or proceedings

in respect of any of the

Interests, and (c) do any and all such acts and things in furtherance of this Agreement

as the Attorney-in-Fact shall

deem advisable. Each Conveying Party hereby declares that the appointment

hereby made and the powers hereby

granted are coupled with an interest and are and shall be irrevocable and perpetual

and shall not be terminated by

any act of any Conveying Party or its successors or assigns or by operation of

law.

4.1 Survival of Representations and Warranties.

The representations and warranties of the Parties in this

Agreement and in or under any documents, instruments and agreements delivered

pursuant to this Agreement, will

survive the completion of the transactions contemplated hereby

regardless of any independent investigations that

OceanPal may make or cause to be made, or knowledge it may have, prior to

the date of this Agreement and will

continue in full force and effect for a period of one year from the date

of this Agreement. At the end of such period,

such representations and warranties will terminate, and no claim may be brought

by OceanPal against Diana

thereafter in respect of such representations and warranties, except for claims that

have been asserted by OceanPal

prior to the date of this Agreement.

4.2 Costs. OceanPal shall pay any and all sales, use and similar taxes arising

out of the contributions,

conveyances and deliveries to be made hereunder,

and shall pay all documentary, filing,

recording, transfer, deed,

and conveyance taxes and fees required in connection therewith.

4.3 Headings; References; Interpretation. All Article and Section headings

in this Agreement are for

convenience only and shall not be deemed to control or affect the meaning

or construction of any of the provisions

hereof. The words "hereof," "herein" and "hereunder" and words of similar import,

when used in this Agreement,

shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

All references herein

to Articles and Sections shall, unless the context requires a different

construction, be deemed to be references to the

Articles and Sections of this Agreement, respectively.

All personal pronouns used in this Agreement, whether used

in the masculine, feminine or neuter gender,

shall include all other genders, and the singular shall include the plural

and vice versa. The use herein of the word "including" following any general

statement, term or matter shall not be

construed to limit such statement, term or matter to the specific items or matters

set forth immediately following

such word or to similar items or matters, whether or not non-limiting language

(such as "without limitation," "but

not limited to," or words of similar import) is used with reference thereto, but rather

shall be deemed to refer to all

other items or matters that could reasonably fall within the broadest possible

scope of such general statement, term

or matter.

4.4 Successors and Assigns. The Agreement shall be binding upon and

inure to the benefit of the Parties

and their respective successors and assigns.

4.5 No Third Party Rights. The provisions of this Agreement are intended to

bind the Parties as to each

other and are not intended to and do not create rights in any other person or confer

upon any other person any

benefits, rights or remedies and no person is or is intended to be a third party

beneficiary of any of the provisions of

this Agreement.

4.6 Counterparts. This Agreement may be executed in any number of

counterparts, all of which together

shall constitute one agreement binding on the parties hereto.

4.7 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of

the State of New York

without giving effect to any choice of law rules or provisions (whether of

the State of New

York

or any other jurisdiction) that would cause the application of the laws of any jurisdiction other

than the State of

New York.

Each of the parties hereto submits to the exclusive jurisdiction of the United States District Court

for the

Southern District of New York

(or, if jurisdiction in that court is not available,

then any state court located within

the Borough of Manhattan, City of New York)

for any and all legal actions arising out of or in connection with this

Agreement.

4.8 Severability. If

any of the provisions of this Agreement are held by any court of competent

jurisdiction to contravene, or to be invalid under,

the laws of any governmental body having jurisdiction over the

subject matter hereof, such contravention or invalidity shall not invalidate

the entire Agreement. Instead, this

Agreement shall be construed as if it did not contain the particular provision

or provisions held to be invalid, and an

equitable adjustment shall be made and necessary provision added

so as to give effect, as nearly as possible, to the

intention of the Parties as expressed in this Agreement at the time of execution

of this Agreement.

4.9 Deed; Bill of Sale; Assignment. To

the extent required and permitted by applicable Law,

this

Agreement shall also constitute a "deed," "bill of sale" or "assignment" of the Interests.

4.10 Amendment or Modification. This Agreement may be amended or

modified from time to time only

by the written agreement of all the Parties hereto.

4.11 Integration. This Agreement and the instruments

referenced herein supersede all previous

understandings or agreements among the Parties, whether oral or written,

with respect to its subject matter hereof.

This Agreement and such instruments contain the entire understanding

of the Parties with respect to the subject

matter hereof and thereof. No understanding, representation, promise

or agreement, whether oral or written, is

intended to be or shall be included in or form part of this Agreement unless it is contained

in a written amendment

hereto executed by the Parties hereto after the date of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF,

this Contribution and Conveyance Agreement has been duly executed

by the

parties set forth below.

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