After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
The undersigned agree that this Amendment No. 2 to Schedule 13D, dated December 6, 2019, and any further
amendment thereto, relating to the Common Stock, par value $0.01, of Performance Shipping Inc. shall be filed on behalf of the undersigned.
SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of November 19, 2019, by and between Performance
Shipping Inc., a Marshall Islands corporation (the “Buyer”), and Mr. Symeon Palios (the “Seller,” and together with the Buyer, the “Parties”).
WHEREAS, the Seller has agreed to sell to the Buyer 500 registered shares of a par value of US$0.01 per
share of Rongelap Shipping Company Inc. (“Rongelap”), which comprises all of the issued and outstanding shares of Rongelap (the “Transferred Interest”) in exchange for an aggregate purchase price of US$11,000,000, which will be paid as an aggregate
of 12,185,665 shares of common stock, par value $0.01 per share (the “Consideration”) of the Buyer.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Upon the terms and subject to the conditions of this Agreement:
1.1 Purchase of Shares. The Seller shall sell, transfer and deliver to the Buyer, free and clear of all liens and outstanding charges of whatever nature (“Liens”), and the
Buyer shall purchase from the Seller, on the date hereof or such other date agreed between the Seller and the Buyer (the “Closing Date”), the shares of Rongelap constituting the Transferred Interest, in consideration for the issuance and delivery
of the Consideration. As of the Closing Date, the Buyer shall issue to the Seller or its nominee the shares constituting the Consideration.
1.2 Consideration. The sufficiency of the Consideration for the sale and purchase of the Transferred Interest is hereby acknowledged by the Parties. The Parties agree that
the Seller and the Buyer are executing and delivering this Agreement in accordance with and in reliance upon the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
1.3 Condition to the Purchase and Sale of the Shares. The representations and warranties set forth in Article II and Article III of this Agreement shall be true and correct
in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
THE BUYER
The Buyer hereby represents and warrants to, and agrees with the Seller, as of the date hereof and the
Closing Date, as follows:
2.1 Capacity; Authority; Validity. The Buyer has all capacity, power and authority to enter into this Agreement and to perform all the obligations to be performed by the
Buyer hereunder; this Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action of the Buyer; this Agreement has been duly executed and delivered by
the Buyer; and assuming the due execution and delivery of this Agreement by the Seller, this Agreement constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.
2.2 Validity of Shares. Upon delivery of the shares constituting the Consideration by the Buyer in accordance with the terms of this Agreement, such shares shall be duly
issued, fully paid and non-assessable, free and clear of all Liens.
2.3 No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by the Buyer, nor the consummation of the transactions contemplated hereby by the
Buyer, will violate any judgment, order, writ, decree, law, rule, regulation or agreement applicable to the Buyer.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
THE SELLER
The Seller hereby represents and warrants to, and agrees with the Buyer, as of the date hereof and the
Closing Date as follows:
3.1 Capacity; Authority; Validity. The Seller has all necessary capacity, power and authority to enter into this Agreement and to perform all the obligations to be
performed by the Seller hereunder; this Agreement has been duly executed and delivered by the Seller; and assuming the due execution and delivery of this Agreement by the Buyer, this Agreement constitutes the legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms.
3.2 Validity of Transferred Interest. Upon delivery of the shares of Rongelap constituting the Transferred Interest by the Seller in accordance with the terms of this
Agreement, such shares shall be duly issued, fully paid and non-assessable, free and clear of all Liens.
3.3 No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by the Seller, nor the consummation of the transactions contemplated hereby by
the Seller, will violate any judgment, order, writ, decree, law, rule, regulation or agreement applicable to the Seller or create any Lien over the Seller’s assets or result in any breach of, or constitute a default (or event which with the giving
of notice or lapse of time, or both would become a default) under any material contract or other instrument by which the Seller is bound, including, for the avoidance of doubt, the memorandum of agreement (the “Purchase Contract”) dated November 12
, 2019 to purchase the tanker vessel set out on Schedule A.
3.4 No Registration. The Seller understands that the shares constituting the Consideration have not been registered under the Securities Act, are being sold in a
transaction that is exempt from the registration requirements of the Securities Act and may not be re-offered or resold except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement
under the Securities Act. The Seller understands that any certificates for the shares constituting the Consideration shall carry a restrictive legend to such effect.
3.5 No Obligations or Liabilities. Other than the Purchase Contract, Rongelap is not a party to nor has authorized, agreed or entered into any contract, lease, deed,
mortgage, license, instrument, note, commitment, undertaking, indenture, joint venture or any other agreement, commitment or legally binding arrangement, whether written or oral, and Rongelap has no liability, obligation or commitment of any nature
whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.
3.6 Assets of Rongelap. All assets of Rongelap, including the Purchase Agreement, are legally and beneficially owned by Rongelap, and where capable of possession, in the
possession or under the control of Rongelap, free of any Liens.
ARTICLE IV
MISCELLANEOUS
4.1 Notices. All notices and other communications by the Buyer or the Seller hereunder shall be in writing to the other party and shall be deemed to have been duly given
when delivered in person or by an overnight courier service, or sent via telecopy transmission and verification received, or when posted by postal service, registered or certified mail, return receipt requested with postage prepaid, at the address
set forth on the signature page hereto or to such other addresses as a party may from time to time designate to the other party by written notice thereof, effective only upon actual receipt.
4.2 Assignment. This Agreement shall not be assigned by either party without the other’s prior written consent.
4.3 Entire Agreement. This Agreement constitutes the entire agreement by the parties hereto and supersedes any other agreement, whether written or oral, that may have been
made or entered into between them relating to the matters contemplated hereby.
4.4 Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be
waived, only by written instrument executed by both of the parties hereto or, in the case of a waiver, by the party waiving compliance.
4.5 Captions; Counterparts, Execution. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.
4.6 Governing Law and Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to
conflicts of laws principles. Any legal action or proceeding in connection with this Agreement or the performance hereof may be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the
parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding.
IN WITNESS WHEREOF, the Buyer and the Seller have caused this Agreement to be duly executed as of the
date first above written.
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PERFORMANCE SHIPPING INC.
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By:
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/s/ Andreas Michalopoulous
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By:
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/s/ Symeon Palios
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Name:
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Andreas Michalopoulous
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Symeon Palios
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Title:
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Deputy Chief Executive Officer, Chief Financial Officer and Treasurer
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Address: Pendelis 18,
17564 Palaio Faliro,
Athens, Greece
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Address: Pendelis 18,
17564 Palaio Faliro,
Athens, Greece
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Telecopy.: +30 216 6002 599
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Telecopy No.: +30 210 9470 101
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Schedule A
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Vessel
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Rongelap Shipping Company Inc.
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M/V Virgo Sun
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