This Amendment No. 3 to the Schedule 13D that was originally filed with the U.S. Securities and Exchange Commission on March 21, 2019 (and as thereafter amended on June 20, 2019 and December 9, 2019, the “Schedule 13D”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of Performance Shipping Inc. (the “Issuer”).
The principal executive office and mailing address of the Issuer is 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece.
This Amendment No. 3 to Schedule 13D is being filed on behalf of Symeon Palios (“Palios”), a citizen of Greece, Steamship Shipbroking Enterprises Inc., a Marshall
Islands corporation (“Steamship”) and Taracan Investments S.A., a Marshall Islands corporation (“Taracan”, and together with Palios and Steamship, the “Reporting Persons”), and constitutes an exit filing for the Reporting Persons.
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).
MANGO CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into effective as of 29 September 2020, by and between Taracan Investments S.A., a
Marshall Islands company ("Transferor"), and Mango Shipping Corp., a Marshall Islands company ("Transferee").
WHEREAS, Transferor is the record and beneficial holder of an aggregate of 23,436,446 shares of common stock of Performance Shipping Inc. (the "Shares");
WHEREAS, Transferor, desires to contribute the Shares to Transferee as a contribution to the capital of Transferee in exchange for the issuance of 999 common
shares of Transferee that will constitute 99.9% of the issued and outstanding common shares of Transferee; and
WHEREAS, Transferee desires to accept such contribution to capital;
NOW, THEREFORE, in consideration of the aforesaid transfer and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby covenant and agree each with the other as follows:
1. Contribution.
Subject to the terms and conditions of this Agreement, Transferor hereby assigns, transfers, conveys and contributes to Transferee, and Transferee hereby accepts, as a contribution to its capital, all of Transferor's rights, obligations, title and
interest in, to and under the Shares, free and clear of any liens, charges or encumbrances.
2. Amendment and Waiver. This
Agreement may be amended or any provision of this Agreement may be waived, provided that any amendment of this Agreement shall be made in writing and any waiver shall be binding only if such waiver is set forth in a writing executed by the party
against whom enforcement is sought.
3. Successors and Assigns. This
Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, estates, and assigns.
4. Governing Law and Jurisdiction.
This Agreement will be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any
other jurisdiction. Any dispute arising out of or in connection with this Agreement is subject to the exclusive jurisdiction of the Courts of Piraeus, Greece.
5. Further Assurances. Each
party shall cooperate with the other, and execute and deliver, or use its best efforts to cause to be executed and delivered, all such other instruments, including instruments of conveyance, assignment and transfer, and take all such other actions
as such party may reasonably be requested to take by the other party hereto from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the transactions contemplated
hereby.
6. Entire Agreement. This
Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject
matter.
7. Counterparts. This Agreement
may be executed in multiple counterparts (including by means of telecopied or electronically transmitted signature pages), all of which together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
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TARACAN INVESTMENTS S.A.
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By:
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/s/ Symeon Palios
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Name: Symeon Palios
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Title: Director/President/Secretary
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MANGO SHIPPING CORP.
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By:
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/s/ Aliki Paliou
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Name: Aliki Paliou
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Title: Director/Treasurer/Secretary
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