exhibit26

DESCRIPTION OF

SECURITIES REGISTERED PURSUANT

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT

OF 1934

As of December

31, 2025, Diana

Shipping Inc. (the

“Company”) had five classes of

securities registered under

Section 12 of the Securities

Exchange Act of 1934, as amended:

Common stock, $0.01 par value (the “common shares”) ;

Preferred stock purchase rights (the “Preferred Stock Purchase Rights”) ;

Series C

Preferred

Shares;

Series D

Preferred

Shares;

8.875% Series

B Cumulative

Redeemable

Perpetual

Preferred

Shares, $0.01

par value

(the “Series

Preferred

Shares”); and

Warrants to purchase

common stock. The

following description

sets forth certain

material

provisions of these

securities. The

following summary

does not

purport

to be complete

and is subject

to, and is

qualified in

its entirety by

reference to,

the

applicable provisions of

(i)

the

Company’s

Amended

and Restated

Articles of

Incorporation,

as amended

(the

“Articles

of Incorporation”) and

(ii)

the

Company’s

Amended and Restated

Bylaws (the

“Bylaws”), each of which is incorporated

by reference

as an

exhibit

to the Annual Report on Form

20-F of

which this Exhibit is

a part. We encourage

you to refer to our

Articles of Incorporation and

Bylaws

for additional information. Please note in

this description of securities,

“we”, “us”,

“our” and “the Company”

all refer to

Diana Shipping. and

its subsidiaries,

unless the context requires otherwise.

DESCRIPTION OF COMMON SHARES

The respective

number

of common

issued

and outstanding

as of

the last

day of

the fiscal

year for

annual

report

on Form

20-F to

which

this description

attached

or incorporated

by reference

as an

exhibit,

provided

on the

cover page

of such annual

report on

Form 20-

Each outstanding share of

common stock entitles the

holder to one

vote on

all matters submitted to

a vote

of stockholders. Subject to

preferences that may

be applicable to any outstanding

shares of preferred

stockholders of shares

of common stock are entitled

to receive

ratably all

dividends, if

any,

declared by

our board

of directors

out of

funds legally

available for dividends.

Upon our

dissolution or

liquidation

or the sale

of all or

substantially

all of our

assets, after

payment in

full of all

amounts required

to be paid to

creditors

and to the

holders of preferred

stock having liquidation

preferences,

if any, the holders of our common stock will be entitled

to receive pro rata our

remaining

assets available

for distribution.

Holders

of common

stock do

not have

conversion,

redemption

or preemptive

rights to

to any of our securities. The rights, preferences

and privileges of holders of common stock

are subject to the rights of the holders of our

preferred stock.

Voting Rights

Each outstanding

common share

entitles the

holder to one

vote on all

matters submitted

to a vote

of shareholders.

At any annual

or special

general meeting

of shareholders

where there

is a quorum, the

affirmative vote

of a majority

of the votes cast

by holders of

shares of stock

represented

at the

meeting

shall

be the

act of

the shareholders.

(Under

the Bylaws,

at all

meetings

of shareholders

except

otherwise

expressly

provided by

law,

there must

present in

person or

proxy shareholders of

record holding

at least

1/3% of

the shares

issued and

outstanding

and entitled

to vote at

such meeting

in order to

constitute a

quorum.)

Our Bylaws

do not confer

any conversion,

redemption

or preemptive

rights attached

to our common

shares.

Dividend Rights

Subject to

preferences

that may be

applicable

to any outstanding

preferred

shares, holders

of common

shares are

entitled to

receive ratably

all dividends,

if any, declared

by our board

of directors

out of funds

legally available

for dividends.

Liquidation Rights

Upon our dissolution or liquidation

or the sale of all or substantially all of our assets, after payment

in full of all amounts required to be

paid to creditors

and to the

holders of

our preferred

shares having

liquidation

preferences,

if any, the holders

of our common

shares will

entitled to

receive pro

rata our remaining

assets available

for distribution.

Variation of Rights

Generally, the rights

or privileges attached

to our common shares

may be varied

or abrogated by

the rights of

the holders of

our preferred

shares, including

our existing

classes of

preferred shares

and any preferred

shares we may

issue in the

future.

Limitations

on Ownership

Under Marshall

Islands law generally,

there are no limitations

on the right

of non-residents

of the Marshall

Islands or owners

who are not

citizens of

the Marshall

Islands to hold

or vote our

common shares.

Anti-takeover Effect of Certain Provisions

of our Amended and Restated Articles of In Company and Bylaws Several provisions

of our

amended and

restated articles

of incorporation

and bylaws

may have anti-takeover

effects.

These provisions,

which are summarized

below, are intended to avoid costly

takeover battles,

lessen our vulnerability

to a hostile change

of control and

enhance the ability of

our board of

directors to maximize stockholder value in

connection with any unsolicited offer to

acquire us. However,

these anti-takeover

provisions could also

discourage, delay

or prevent (I) the merger

or acquisition of

our company

by means

of tender

offer, a proxy

contest or

otherwise

that a stockholder

may consider

in its best

interest

and (ii)

the removal

of incumbent

officers and

directors.

Business Combinations

Our amended and restated articles of incorporation generally prohibit us from entering into

a business combination with an "interested

shareholder"

for a period

of three years

following

the date

on which the

person became

an interested

shareholder. Interested

shareholder

defined, with

certain exceptions,

as a person

who (i)

owns more

than 15% of

our outstanding

voting stock,

or (ii)

is an affiliate

or associate

of the Company

that owned

more than 15%

of our outstanding

stock at any

time in the

prior three years

from the date

the determination

being made

as to whether

he or she is

an interested

shareholder.

This prohibition

does not apply

in certain

circumstances

such as if (i)

prior to the

person becoming

an interested

shareholder, our board

directors approved

the business

combination

or the transaction

which resulted

in the person

becoming an

interested

shareholder, or

(ii) the

person became

an interested

shareholder prior

to the Company's

initial public

offering.

Blank Check

Preferred Stock

Under the terms of our amended and

restated articles of incorporation, our board of directors has authority, without any further vote or

action by our stockholders, to issue up to 25,000,000 shares of blank check preferred stock. Our board of directors may issue shares of

preferred

stock on terms

calculated

to discourage,

delay or

prevent a

change of

control of

our company

or the removal

of our management.

Classified

Board of Directors

Our amended and restated articles of incorporation

provide for the division of our board of directors into three classes

of directors, with

each class

as nearly equal

in number as

possible, serving

staggered, three-year

terms. Approximately

one-third of

our board of

directors is

elected each

year. This classified

board provision

could discourage

a third party

from making

a tender offer

for our shares

or attempting

obtain control

of us. It

could also

delay stockholders

who do

not agree

with the

policies

of our board

of directors

from removing

a majority

of our board

of directors

for two years.

Election and

Removal of

Directors

Our amended

and restated

articles

of incorporation

prohibit

cumulative

voting

in the

election

of directors.

Our amended

and restated

bylaws

require parties other

than the board of directors to give advance

written notice of nominations

for the election of directors.

Our amended

and restated

articles of incorporation

also provide that

our directors

may be removed

only for cause

and only upon the

affirmative vote

a majority of the

outstanding shares of our capital stock entitled to vote

for those directors. These provisions may discourage, delay or

prevent the

removal of incumbent

officers and

directors. The

Articles prohibit

the use of cumulative

voting to elect

Directors.

Limited Actions

by Stockholders

Our amended and

restated articles of incorporation and bylaws provide that special meetings of

the shareholders may be called

by the

Board of

Directors

who shall

state the

purpose or

purposes

of the proposed

special meeting.

The business

transacted

at any

special meeting

shall be

limited to

the purposes

stated in

the notice

of such meeting.

If there

is a failure

to hold

the annual

meeting within

a period

of ninety

(90) days after

the date designated

therefor, or if

no date has been

designated for

a period of thirteen

(13) months after

the organization

the Corporation or after its last annual meeting,

holders of not less than one-fifth of the shares entitled

to vote in an election of directors

may, in writing,

demand the

call of a

special meeting

in lieu

of the annual

meeting specifying

the time

thereof, which

shall not

be less than

two (2) nor

more than

three (3) months

from the date

of such call.

The Chairman,

Chief Executive

Officer or Secretary

of the Corporation

upon receiving the written

demand shall promptly give notice

of such meeting, or if the Chairman, Chief Executive

Officer or Secretary

fails to do so within five

(5) business days thereafter,

any shareholder signing

such demand may give

such notice. Such notice

shall state

the purpose

or purposes

of the

proposed special

meeting. The

business transacted at

any special meeting

shall be limited

to the purposes

stated in the notice of such

meeting.

Advance Notice

Requirements for

Stockholder

Proposals and Director

Nominations

Our amended and restated bylaws

provide that stockholders

seeking to nominate candidates

for election as directors

or to bring business

before an annual meeting

of stockholders must

provide timely notice

of their proposal in writing

to the corporate secretary. Generally,

be timely, a stockholder's

notice must be received

at our principal

executive offices

not less than 90 days

nor more than

120 days prior to

the date on

which we first

mailed our proxy

materials

for the preceding

year's annual

meeting. Our

bylaws also

specify requirements

as to

the form

and content

of a

stockholder's

notice.

These

provisions

may impede

stockholders'

ability

to bring

matters

before

an annual

meeting

of stockholders

or make nominations

for directors

at annual meeting

of stockholders.

DESCRIPTION OF THE SERIES B PREFERRED SHARES

On February 3,

2014, we filed

a Prospectus Statement for the

registration of 2,400,000 of our

8.875%

Series Cumulative Redeemable

Perpetual

Preferred Shares,

par value $0.01

per share,

with a liquidation

preference

of $25.00 per

share.

We have summarized the

material terms

and conditions

of the rights

of these Series

B Preferred

Shares below. For

a complete description

of the rights,

we encourage

you to read the

“Description

of Registrant’s Securities

to be Registered”,

which we have filed

as an exhibit to

the Form 8-A

on February

13, 2014.

Dividends

Under

the Agreement,

we declared

a dividend

payment

of 8.875%

per annum

per $25.00

liquidation

preference

per share

(equal

to $2.21875

per annum per

share). These

dividends accrue

and are cumulative

from the date

the Series B Cumulative

shares are originally

issued. The

dividends are

payable, as

and if declared

by the Board

on January 15,

April 15, July

15 and October

15 of each

year.

Liquidation Preference

Holders

of the

Series B

Preferred

are entitled

to a liquidation

preference.

Upon the

occurrence

of liquidation,

dissolution

or winding

up of the affairs

of the Company, whether

voluntary or

involuntary (a

“Liquidation

Event”), Holders

of Series B

Preferred Shares

shall be

entitled to receive

out of the assets

of the Company

or proceeds thereof

legally available

for distribution

to stockholders

of the Company,

(I) after satisfaction of all liabilities, if any, to creditors of the Company, (ii) after all

applicable distributions

of such assets or proceeds

being made

to or set

aside for

the holders

of any

Senior Stock

then outstanding

in respect

of such Liquidation

Event, (iii)

concurrently

with

any applicable

distributions

of such

assets or

proceeds

being made

to or

set aside

for holders

of any

Parity

Stock then

outstanding

in respect

of such Liquidation Event and (iv) before any distribution

of such assets or proceeds is made to or set aside for the holders of Common

Stock and

any other

classes

or series

of Junior

Stock as

to such

distribution,

a liquidating

distribution

or payment

in full

redemption

of such

Series B

Preferred Shares in

an amount

initially equal to

$25.00 per

share in

cash, plus

an amount

equal to

accumulated and unpaid

dividends thereon

to the date

fixed for payment

of such amount

(whether

or not declared).

Voting Rights

In the event that six quarterly dividends,

whether consecutive

or not, payable on the Series B Preferred Shares in arrears,

the Holders of

Series B Preferred Shares shall have the right, voting as a class together with holders of any Parity Stock upon which like voting rights

have been conferred

and are exercisable,

at the next

meeting of

stockholders

called for

the election

of directors

to elect one

member of the

Board of Directors,

and the size

of the Board

of Directors

shall be increased

as needed to

accommodate

such change.

Unless the Company

shall have received

the affirmative

vote or consents of the Holders

of at least two-thirds

of the outstanding

Series B

Preferred

Shares, voting

as a single

class, the

Company may

not adopt an

amendment to

the Articles

of Incorporation

that adversely

alters

the preferences,

powers or rights

of the Series

B Preferred

Shares.

Unless the Company shall have received

the affirmative vote or consent of the Holders

of at least two-thirds of the outstanding

Series B

Preferred Shares,

voting as a class together

with holders of any

other Parity Stock

upon which like voting

rights have been conferred

and

are exercisable, the Company may not (x) issue any Parity Stock if the cumulative dividends

payable on outstanding Series B Preferred

Shares are

in arrears or(y)

create or issue

any Senior

Stock.

Redemption

Rights

The Company shall have the right at any time on or after February 14, 2019, to redeem the Series B Preferred Shares,

in whole or from

time to time

in part, from

any funds available

for such purpose.

Any such redemption

shall occur on

a date set

by the Company.

DESCRIPTION OF THE SERIES C PREFERRED SHARES

filed a statement of

designations with the Marshall Islands registry establishing our Series C

Preferred Stock, of which 10,675

are

issued and outstanding, par

value $0.01 per share. The Series

C Preferred Stock will vote with the common

shares of the Company, and

each

of the

Series

C Preferred

Stock

shall entitle

the holder

thereof

to 1,000

votes

on all

matters

submitted

to a

vote of

the stockholders

of the Company. The Series C Preferred Stock has no dividend

or liquidation rights

and cannot be transferred

without the consent of the

Company except

to the holder's

affiliates and

immediate family

members.

For a complete

description

of the rights,

we encourage

you to read

the “Certificate

of Designation

of Rights,

Preferences,

and Privileges

Series C Preferred

Stock of the

Company”, which

we have filed

as exhibit

3.1 to the Form

6-K on February

6, 2019.

DESCRIPTION OF THE SERIES D PREFERRED SHARES

We filed a

statement

of designations

with the

Marshall

Islands

registry

establishing

our Series

D Preferred

Stock, of

which [400]

are issued

and outstanding, par value $0.01 per share. The

Series D Preferred Stock has no

dividend or liquidation rights. The Series D Preferred

Stock votes with

the common shares

of the Company, and each

share of the

Series D Preferred

Stock shall entitle

the holder thereof

to up

to 200,000

votes, on

all matters

submitted to

a vote

of the

stockholders of the

Company,

notwithstanding any other

provision of

the

Statement of Designation of the Series D

Preferred Stock, to the extent that the

total number of votes one

or more holders of Series

Preferred Stock

is entitled to

vote (including

any voting power

of such holders derived

from Series D Preferred

Stock, shares

of common

stock or any

other voting security

of the Company

issued and outstanding

as of the date

hereof or that

may be issued

in the future)

on any

matter submitted to a vote of stockholders

of the Company would exceed 36.0% of the total number of votes eligible to be cast on such

matter, the

total number

of votes that

holders of

Series D Preferred

Stock may

exercise derived

from the Series

D Preferred

Stock together

with Common Shares

and any other voting securities

of the Company beneficially

owned by such holder, shall be reduced

to 36% of the

total number

of votes that

may be cast

on such matter

submitted to

a vote of stockholders.

For a complete

description of

the rights, we

encourage you

to read the

“Statement

of Designation

of Rights, Preferences

and Privileges

Series D Preferred

Stock of the

Company”, which

we have filed

as Exhibit

3.1 to the Form

6-K on September

8, 2023.

DESCRIPTION OF WARRANTS

On December

14, 2023, we

issued warrants

to purchase common

shares (the

“Warrants”) to the holders

of record of

Common Stock as

the close

of business

on December

6, 2023

(the “Record

Date”)

on the

terms and

conditions

described

in the

Warrant Agreement

(as defined

below and

attached

as exhibit

2.10 to this

annual report).

Each holder

received one

Warrant for every

five shares

of issued

and outstanding

shares of

common stock

held as of

the Record

Date (rounded

down to

the nearest

whole number

for any

fractional

Warrant). Each Warrant

entitles the holder to purchase, at the holder’s sole and exclusive election, at the exercise price, one share of common stock plus, to the

extent, described below, the

Bonus Share Fraction. A

Bonus Share Fraction entitles a

holder to receive an

additional 0.5 of a

share of

common stock

for each

Warrant

exercised (the “Bonus

Share Fraction”) without

payment of

any additional

exercise price. Since

the

dividend ex-Date on March 11, 2026,

each Warrant exercised entitles the holder to purchase 1.12097 shares

of common stock plus the

Bonus Share

Fraction adjusted

to 0.56050 of

a share of

common stock.

The right to

receive the

Bonus Share Fraction

will expire

at 5:00 p.m. New

York City time (the “Bonus

Share Expiration

Date”) upon the

earlier of

(I) the date

specified by

the Registrant

upon not less

than 20 business

days notice

and (ii) the

first business

day following

the last

day of the first 30 consecutive

trading day period in which

the daily VWAP of the shares of common stock has

been at least equal to the

then applicable

trigger

price for

at least

20 trading

days (whether

or not

consecutive)

(the “Bonus

Price Condition”).

Any Warrant

exercised

with an exercise date

after the Bonus Share Expiration

Date will not be entitled to

any Bonus Share Fraction.

The Company will make a

public announcement

of the

Bonus Share

Expiration

Date (I)

at least

20 business

days prior

to such

date, in

the case

of the

Company

setting

a Bonus Share Expiration

Date and (ii) prior to market

open on the Bonus Share Expiration

Date in the case of a Bonus Price

Condition.

Unless earlier

redeemed,

the Warrants will

expire and

cease to

be exercisable

at 5:00 p.m.

New York City time

on December

14, 2026 (the

“Expiration

Date”). In connection

with the Warrant distribution,

we filed a prospectus

supplement, dated

December 14,

2023, pursuant

a shelf registration

statement on Form F-3 declared

effective on July 9, 2021, registering

up to 33,919,605 shares

of common stock to be

issued upon

exercise

of the Warrants under

the Securities

Act of 1933, as

amended. The

shelf registration

statement

on Form F-3

declared

effective on

July 9, 2021

expired and

the Warrant distribution

is now being

offered pursuant

to our existing

shelf registration

statement on

Form F-3 declared

effective on September

9, 2024. The Warrants commenced

trading on the

New York Stock Exchange under

the ticker

“DSX WS” on

December 14,

2023.

DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS

On February 2, 2024, we

entered into an Amended and Restated Stockholders Rights Agreement with Computershare Trust Company,

N.A., as

Rights Agent,

to amend and

restate the

Stockholders

Rights Agreement,

dated January

15, 2016.Under

the Rights

Agreement,

declared a dividend payable of one preferred stock purchase right, or right, for each share of

common stock outstanding at the close of

business on January 26, 2016. Each

Right entitles the registered holder to purchase from us

one one-thousandth of a share of

Series A

Participating

Preferred

Stock,

par value

$0.01 per

share,

at an

exercise

price of

$25.00 per

share. The

Rights will

separate

from the

common

stock and become exercisable only if a person or group acquires beneficial ownership

of 15% or more of our

common stock (including

through entry into certain

derivative positions)

in a transaction not approved by our board of directors.

In that situation, each holder

of a

Right (other than the

acquiring person,

whose Rights will become

void and will not be exercisable)

will have the right to purchase,

upon

payment of the exercise price, a number of shares of

our common stock having a then-current market value equal to twice the

exercise

price. In addition,

if the Company is acquired

in a merger or other business combination

after an acquiring

person acquires 15%

or more

of our common

stock, each holder

of the Right will

thereafter

have the right

to purchase,

upon payment

of the exercise

price, a number

shares of

common stock

of the acquiring

person having

a then-current

market value

equal to

twice the

exercise

price. The

acquiring person

will not

be entitled

to exercise

these Rights.

Until a

Right is

exercised,

the holder

of a Right

will have

no rights

to vote or

receive dividends

or any other

stockholder

rights. The

Rights may

have anti-takeover

effects.

The Rights

will cause

substantial

dilution to

any person

or group

that attempts

to acquire

us without

the approval

of our board

of directors.

As a result, the

overall effect of

the Rights may be to

render more difficult

or discourage any

attempt to acquire

us. Because our

board of

directors approve

redemption of

the

Rights

permitted offer,

the

Rights

should

not

interfere with

merger

other

business

combination

approved by

our board

of directors.

We have summarized the material

terms and conditions

of the Rights Agreement

and the Rights

below. For a complete description

of the

Rights, we encourage you

to read the

Rights Agreement, which we have

filed as an

exhibit to the

registration statement filed with the

Commission on

February 2,

2024.

Detachment

of the Rights

The Rights are attached

to all certificates

representing our

currently outstanding

common stock, or, in the case

of uncertificated

common

shares registered

in book entry form, which we refer to as "book entry shares,

“by notation in book entry accounts

reflecting ownership,

and will

attach to

all common

stock certificates

and book entry

shares we

issue prior

to the Rights

distribution

date that

we describe

below.

The Rights are not exercisable until after the Rights distribution date and expire at the close of business on February 1, 2034 unless we

redeemed

or exchanged

them earlier

as we describe

below. The Rights

will separate

from the

common stock

and a Rights

distribution

date

would occur, subject

to specified

exceptions,

on the earlier

of the following

two dates:

●

the 10th

day after

public announcement

that a

person

or group

has acquired

ownership

of 15%

or more

of the

Company's common

stock; or

●

the 10th

business day

(or such

later date

as determined

by the

Company's board

of directors)

after a

person or group

announces a

tender or

exchange offer which

would result

in that person or

group holding 15% or more of the Company's common stock.

"Acquiring person" is generally defined

in the Rights Agreement as any person, together with all affiliate’s associates, who beneficially

owns 15% or more of the Company's common stock. However, the Company, any

subsidiary of the Company or any employee benefit

plan of the Company

or of any subsidiary

of the Company, or any person

holding shares

of common stock

for or pursuant

to the terms of

any such

plan, are excluded from

the definition of

"acquiring person." In addition, persons who

beneficially own 15% or

more of

the

Company's

common stock

on the effective

date of

the Rights

Agreement

are excluded

from the

definition

of "acquiring

person" unless

and

until such time as such Person shall

become the Beneficial

Owner of an aggregate of 18.5% or more

of the Company’s then outstanding

Common Stock,

(excluding shares

acquired pursuant

to a grant under

a Company equity

incentive plan,

a dividend or

distribution

paid or

made by the Company on the outstanding shares of Common Stock in shares of

Common Stock or securities convertible into shares of

Common Stock or

pursuant to a

split or

subdivision of the outstanding shares

of Common Stock),

and provided further,

that Tuscany

Shipping Corp.

individually

or together

with one or

more of its

Affiliates shall

not be or become

an “Acquiring

Person” as

defined herein.

Our board of

directors may

defer the Rights

distribution

date in some

circumstances,

and some inadvertent

acquisitions

will not result

in a

person becoming

an acquiring

person if

the person

promptly

divests itself

of sufficient

number of

shares of

common stock.

Until the

Rights

distribution

date:

●

our common stock certificates

and book entry shares

will evidence the Rights,

and the Rights will

be transferable only with

those certificates; and

●

any

new

common

stock

will

be issued

with

Rights

and new

certificates

or book

entry shares,

as applicable,

will

contain

a notation

incorporating

the Rights

Agreement

by reference.

As soon as practicable

after the Rights

distribution

date, the

Rights agent

will mail

certificates

representing

the Rights

to holders of

record

of common

stock at

the close

of business

on that date.

After the

Rights distribution

date, only

separate

Rights certificates

will represent

the

Rights.

We will not issue Rights with any shares of common stock we issue

after the Rights distribution

date, except our board of directors

may

otherwise

determine.

Flip-In Event

A "flip-in event"

will occur under

the Rights Agreement

when a person becomes

an acquiring person

other than pursuant

to certain kinds

of permitted

offers. An offer

is permitted

under the

Rights Agreement

if a person

will become

an acquiring

person pursuant

to a merger

other acquisition

agreement that

has been approved

by our board

of directors

prior to that

person becoming

an acquiring

person.

If a flip-in event occurs and we have not previously

redeemed the Rights as described

under the heading “Redemption

of Rights" below

or, if the

acquiring person

acquires less

than 50% of

our outstanding

common stock

and we do

not exchange

the Rights

as described

under

the heading "Exchange of

Rights" below,

each Right, other

than any

Right that has

become void, as

we describe below,

will become

exercisable

at the time it is

no longer redeemable

for the number of

shares of common

stock, or, in some cases,

cash, property

or other of

our securities,

having a current

market price

equal to two

times the exercise

price of such

right.

When a

flip-in

event

occurs,

all Rights

that then

are,

or in

some

circumstances

that were,

beneficially

owned

by or

transferred

to an

acquiring

person or specified

related parties

will become

void in the

circumstances

the Rights

Agreement specifies.

Transfer of Shares

The Board

of Directors

has the

power

and authority

to make

such rules

and regulations

as they

may

deem

expedient

concerning

the issuance,

registration

and transfer

of shares of

the Company’s stock,

and may appoint

transfer agents

and registrars

thereof.

Comparison

of Marshall

Island Law

to Delaware

Law

Marshall Islands

Delaware

Shareholder Meetings

Held at

a time

and place

as designated

in the

bylaws.

May be held at such time or place as

designated in

the certificate

of incorporation.

or the bylaws, or if not so designated, as

Special meetings of the shareholders may

be called

determined by the board of directors. Special

by the board of

directors or by such

person or

persons as may be authorized by the articles of

incorporation or

by the

bylaws. May be held

within or

without the

Marshall Islands.

Notice:

Whenever shareholders are

required to take

any action at

a meeting,

written

notice of

the

meeting shall be given

which shall state

the

place,

date

and hour

of the

meeting and,

unless it is

an annual meeting, indicate that it

is being issued by or

at the direction of

the

person

calling the meeting. Notice of a

special meeting shall

also state the

purpose for

which the meeting is called.

A copy

of the

notice of any

meeting shall

given

personally, sent by mail

or by

electronic mail not less than

15 nor more than

60 days before the meeting.

meetings of the

shareholders may be

called by

the board of directors or by such person or

persons as may be authorized by the

certificate of

incorporation or by

the bylaws.

May be held within

or without Delaware.

Notice:

Whenever shareholders are required

to take

any action at a meeting,

a written notice of

the

meeting shall be given

which shall state the

place, if any, date

and hour of the

meeting, and

the means of remote communication,

if any.

Written notice shall be

given not less than

10nor more than 60

days before the meeting.

Shareholders’

Voting Rights

Unless otherwise provided in the

articles of

incorporation,

any action

required

to be

taken at

meeting of shareholders may be taken

without a

meeting, without

prior notice

and without a

vote, if

a consent in

writing, setting

forth the

action so

taken, is

signed by

all the

shareholders

entitled

vote with respect to the subject matter thereof, or

if such action at a meeting at which

all shares

Any action required to be taken

at a meeting of

shareholders may be taken without a meeting if

consent for such action is inwriting

and is signed

by shareholders having not fewer than

the

minimum number of votes that would

necessary to authorize or take the articles

incorporation so provide, by the

holders of

outstanding shares having not less

than the

minimum number of votes that would

necessary to authorize or take such

action at a

meeting at which all shares entitled

to vote thereon

were present and voted.

Any person authorized to vote may

authorize

another

person

or persons

to act

for him

by proxy.

Unless otherwise provided in the

articles of

incorporation or bylaws, a majority

of shares

entitled to vote constitutes

a quorum. In no

event

shall a quorum consist

of fewer than one-third

the shares entitled to vote at a meeting.

When a

quorum

is once

present

to organize

meeting, it is not broken by the subsequent

withdrawal of any shareholders.

The articles

of incorporation

may provide for

cumulative voting in the election of directors.

entitled

to vote

thereon

were present

and

voted.

Any person

authorized to

vote may

authorize

another person or persons

to act for

him by

proxy.

For stock corporations, the certificate of

incorporation or bylaws may specify the

number of shares required to constitute a

quorum but in no

event shall a quorum

consist

of less than one-third

of shares entitled to

vote

at a meeting. In the absence of such

specifications,

a majority

of shares

entitled

vote shall constitute a quorum.

When a

quorum

is once

present

to organize

meeting, it is not broken by the

subsequent

withdrawal of any shareholders.

The certificate

of incorporation may

provide

for cumulative

voting in

the election

directors.

Marshall Islands Merger or

Consolidation

Any two or more domestic corporations may

merge into a single

corporation if approved by

the

board and

if authorized

by a

majority vote

of the

holders of outstanding shares at

shareholder

meeting.

Any two

or more

corporations

existing

under

the laws

of the state may

merge into a single

corporation pursuant to a board resolution

and upon the majority vote

by shareholders

each constituent corporation at an annual or

special meeting.

Any sale, lease, exchange or other

disposition of

all or substantially all the

assets of a corporation,

if not made in the corporation’s

usual or regular

course of business, once approved

by the board,

shall be authorized by the affirmative

vote of two-

thirds of the shares of those

entitled to vote at a

shareholder meeting.

Any domestic corporation owning at least

90% of

the outstanding shares of each class

of another

domestic corporation may merge such other

corporation into itself without the authorization

the shareholders of any corporation.

Any mortgage, pledge of or creation

of a security

interest in all or any part

of the corporate property

may be authorized without the

vote or consent of

the shareholders, unless otherwise provided for in

the articles of

incorporation.

Every corporation may at

any meeting of the

board sell, lease

or exchange

all or

substantially all of

its property

and assets

board deems

expedient

and for

the best

interests

of the

corporation

when so

authorized by a

resolution

adopted

by the

holders

of a

majority

of the

outstanding stock

of the corporation entitled to vote.

Any corporation owning at least 90% of the

outstanding shares

of each

class of

another

corporation

may merge

the other

corporation

into itself

and assume

all of

its obligations

without the vote

or consent

of shareholders;

however, in case the parent corporation is not

the surviving corporation, the

proposed

merger shall be approved by a

majority of

the outstanding stock

of the

parent

corporation

entitled

to vote

at a

duly called

shareholder

meeting.

Any mortgage

or pledge

of a corporation’s property

and assets

may be

authorized without the vote or

consent of shareholders, except to

the extent that the certificate of incorporation

otherwise provides.

Directors

The board

of directors

must consist

of at

least

one member.

The number of board members may be

changed by an amendment

to the bylaws, by

the shareholders, or by action of the board

under the specific provisions

of a bylaw.

If the board is authorized to change the

number of directors, it can only do so by a

majority

of the

entire

board and

so long

as no

decrease

in the

number shall

shorten the

term

of any incumbent director.

Removal:

Any or all

of the directors

may be removed

for cause

by vote of the

shareholders.

If the

articles

of incorporation

or the

bylaws

so provide, any

or all of

the directors may

removed without cause by vote of the

shareholders.

The board

of directors

must consist

of at

least

one member.

The number of

board members shall

be fixed

by, or in a

manner provided by, the

bylaws,

unless the

certificate of

incorporation fixes

the number of directors, in which case a

change in

the number

shall be

made only

an amendment to the certificate of

incorporation.

If the number of directors is

fixed by the

certificate of incorporation, a

change in the

number shall

be made

only by

an amendment

of the certificate.

Removal:

Any or all of the

directors may be removed,

with or without cause, by the holders of a

majority of the

shares entitled to

vote unless

the certificate of incorporation

otherwise

provides.

In the

case of

a classified

board,

shareholders

may effect removal of any

or all directors

only for cause.

Appraisal

rights

shall

be available

for the

shares of

any class

or series

of stock

of a

corporation in a merger or consolidation,

subject to limited exceptions, such

as a

merger

or consolidation of corporations

listed on a national securities exchange in

which listed stock is

offered for consideration

is (I) listed on

a national securities exchange

or (ii) held of

record by more than 2,000

holders.

Dissenters’ Rights of Appraisal

Shareholders

have a

right

to dissent

from any

plan of

merger, consolidation

or sale of

all or

substantially all assets

not made

in the

usual

course of business, and receive payment of

the fair value of

their shares. However, the

right of

a dissenting

shareholder under

the

BCA to

receive

payment

of the

appraised

fair

value of

his shares shall

not be

available for

the shares of any class or series of stock,

which shares

or depository

receipts

in respect

thereof, at

the record

date fixed

to determine

the shareholders entitled

to receive

notice of

and to

vote at

the meeting

of the

shareholders

to act upon the agreement of merger or

consolidation, were either (i) listed on a

securities exchange or admitted

for trading on

an interdealer

quotation

system

or (ii)

held of

record

by more

than 2,000

holders.

The right

of a dissenting shareholder to receive

payment of the

fair value

of his

or her

shall not be

available for

any shares

of stock

of the

constituent corporation surviving

merger if the merger did not require

for its

approval the vote of the shareholders of the

surviving corporation.

A holder of any adversely affected shares

who does

not vote

on or

consent

in writing

an amendment to

the articles of

incorporation

has the right to dissent and to receive

payment for such

shares if the

amendment:

•

Alters

or abolishes

any preferential

right of any

outstanding shares having

preference; or

•

Creates, alters, or abolishes any

provision or right in respect to the

redemption of any

outstanding shares;

•

Alters or

abolishes

any preemptive

right of such holder to acquire shares

or other securities; or

•

Excludes

or limits

the right

of such

holder to

vote on

any matter, except

as such right may be limited

by the

voting rights

given to

new shares

then

being authorized of any existing

new class.

In any derivative suit

instituted by a

shareholder of a corporation, it shall be

averred

in the

complaint

that the

plaintiff

was a shareholder of the corporation

the time of the transaction

of which he

complains

or that

such shareholder’s

stock thereafter

devolved upon such

shareholder by operation of law.

Other requirements regarding derivative

suits

have been created by judicial

decision, including that a

shareholder

may not

bring a derivative

suit unless

or she first

demands that the corporation

sue on its own behalf

and that demand is

refused (unless it

is shown that

such

demand would have been futile).

Shareholder’s Derivative

Actions

An action may be

brought in the right of

corporation to procure a

judgment in its favor,

by a

holder of shares or of voting trust certificates or

of a

beneficial interest in

such shares or

certificates. It shall be made to appear

that the

plaintiff

is such

a holder

at the

time of bringing

the action and

that he was such

a holder

at the

time of

the transaction of which

he complains, or

that his shares

or his interest therein

devolved

upon him by operation of

law.

A complaint

shall

set forth with

particularity

the efforts

of the

plaintiff to

secure the initiation

of such action

the board or the reasons for not making such

effort.

Such action shall not be discontinued,

compromised or settled, without

the approval of

the High Court of the Republic of the Marshall

Islands.

Reasonable expenses including attorney’s fees

may be awarded if the action is successful.

A corporation

may require

a plaintiff

bringing a

derivative suit to

give security for reasonable

expenses

if the

plaintiff

owns less

than 5%

of any

class of

outstanding

or holds voting

trust

certificates or

a beneficial interest

in shares

representing less than

5% of any class

of such

shares and the shares,

voting trust certificates or

beneficial

interest of

such plaintiff has a fair

value of $50,000 or less.