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(h)              SEC Reports; Financial Statements .  The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the " SEC Reports ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports complied in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (" GAAP "), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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(a)              At least fifteen (15) Business Days prior to the closing of any Subsequent Financing, the Company shall deliver to each Purchaser that owns any Securities a written notice of its intention to effect a Subsequent Financing (" Pre-Notice "), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice of details, a " Subsequent Financing Notice ").  Upon the written request of any such Purchaser (which request must be delivered to the Company prior to the end of the third (3 ^rd ) Business Day after such Purchaser's receipt of the Pre-Notice ), and only upon such written request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to such Purchaser a Subsequent Financing Notice of the proposed or intended issuance, sale or exchange (the " Offer ") of securities (the " Offered Securities ") in the Subsequent Financing, which notice shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms and conditions upon which they are to be issued, sold or exchanged, the number or amount of the Offered Securities to be issued, sold or exchanged, and the proposed amount and use of proceeds from such Subsequent Financing , (iii) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Purchasers the Offered Securities, allocated among such Purchasers (A) based on each such Purchaser's Pro Rata Portion and (B) with respect to each such Purchaser that elects to purchase its Pro Rata Portion of such Offered Securities, any additional portion of the Offered Securities attributable to the Pro Rata Portions of other Purchasers as such Purchaser shall indicate it is willing to purchase or acquire should any other such Purchasers subscribe for less than their respective Pro Rata Portions (the " Undersubscription Amount ").  Such Purchasers shall have the right to participate as set forth above in any Subsequent Financing to the extent of 100% of such Subsequent Financing.  For purposes hereof, " Pro Rata Portion " of a participating Purchaser means, at any time of determination, the ratio of (x) the number of shares of Common Stock owned at such time by such participating Purchaser (including all shares of Common Stock then issuable (directly or indirectly) upon conversion, exchange and/or exercise, as applicable, of any Common Stock Equivalents then held by such participating Purchaser) and (y) the aggregate number of shares of Common Stock owned at such time by all participating Purchasers (including all shares of Common Stock then issuable (directly or indirectly) upon conversion, exchange and/or exercise, as applicable, of any Common Stock Equivalents then held by such participating Purchasers).

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(e)              Cooperation . Each Major Shareholder shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 4.21 including, without limitation, entering into agreements and delivering certificates (if the Securities are certificated) and instruments and consents as may reasonably be deemed necessary or appropriate by the participants in such sale.

(f)              Closing .  At the closing of any sale and purchase to a purchasing Non-Offering Shareholder pursuant to this Section 4.21, the Offering Shareholder shall deliver to the purchasing Non-Offering Shareholder who has complied with the terms hereof, a certificate or certificates representing the ROFO Offered Securities to be sold (if such Securities are certificated), accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the cash purchase price therefor from the purchasing Non-Offering Shareholder by wire transfer of immediately available funds.

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Section 5.15                                 Saturdays, Sundays, Holidays, etc .  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

Section 5.16                                Construction . The parties hereto agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents.  In addition, each and every reference to share prices and shares of Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. All references in this Agreement to Articles and Sections are to articles and sections of this Agreement, unless otherwise indicated.  The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

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	DIANA SHIPPING INC.
	By:	/s/ Simeon Palios
	Name: Simeon Palios
	Title: Director, Chief Executive Officer and Chairman of the Board

 

		Taracan Investments S.A.
	By:	/s/ Simeon Palios
	Name:	Simeon Palios
	Title:	Director and President

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this " Agreement ") is entered into as of July 28, 2014, by and among Diana Containerships Inc., a Marshall Islands corporation (together with its successors, the " Company "), 12 West Capital Fund LP (" 12 West CF "), 12 West Capital Offshore Fund LP (" 12 West COF " and, together with 12 West CF, the " 12 West Holders "), Diana Shipping Inc. (" DSX "), Taracan Investments S.A., 4 Sweet Dreams S.A., Andreas Michalopoulos and Ioannis Zafirakis (Taracan Investments S.A., 4 Sweet Dreams S.A., Andreas Michalopoulos, Ioannis Zafirakis, DSX and the 12 West Holders, together with their respective successors and permitted assigns, and subject to the additional terms provided for such definition in Section 1 hereof, the " Holders " and each, a " Holder ").

Recitals

WHEREAS, the Company and the Holders have entered into that certain Securities Purchase Agreement dated as of July 28, 2014 (as amended from time to time, the " Purchase Agreement "), pursuant to which the Holders have agreed to acquire shares of Common Stock;

WHEREAS, in order to induce the Holders to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to grant independently to the Holders the registration rights set forth in this Agreement.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, hereby agree as follows:

Section 1.                            Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

" 12 West Holders " has the meaning set forth in the Preamble hereof and includes their successors and permitted assigns.

" Affiliate " means, in regard to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in this definition, " control " (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

" Agent " means the principal placement agent on an agented placement of Registrable Securities.

" Agreement " has the meaning set forth in the Preamble hereof.

" Approved Underwriters " means any of the following or their respective successors or Affiliates: Barclays Capital Inc.; Citigroup Global Markets Inc.; Credit Suisse Securities (USA)

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LLC; Deutsche Bank Securities Inc.; Goldman, Sachs & Co.; Jefferies LLC; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley & Co. LLC; RBC Capital Markets LLC; Stifel, Nicolaus & Company, Incorporated; UBS Securities LLC; and Wells Fargo Securities LLC.

" Business Day " means a day other than a Saturday, Sunday or other day on which banking institutions in New York, New York are permitted or required by any applicable law to close.

" Commission " means the United States Securities and Exchange Commission.

"Common Stock" means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

" Company " has the meaning set forth in the Preamble hereof.

" Company Registration Statement "   has the meaning set forth in Section 2(b).

" Cutback " has the meaning set forth in Section 2(a).

" DSX " has the meaning set forth in the Preamble hereof.

" Event " has the meaning set forth in Section 2(e).

" Event Date " has the meaning set forth in Section 2(e).

" Exchange Act " means the Securities Exchange Act of 1934, as amended from time to time, and any successor act.

" FINRA " means the Financial Industry Regulatory Authority.

" Holdback Period " has the meaning set forth in Section 4(d).

" Holder(s) " has the meaning set forth in the Preamble hereof, and shall include the transferee of any or all of such Person's Registrable Securities acquiring rights in accordance with Section 8(j) hereof whenever such Person owns of record Registrable Securities.  If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities.

" Major Holder " means each of (i) DSX and (ii) the 12 West Holders (considered collectively as one Major Holder), together with their respective successors and permitted assigns.

" Other Permitted Restrictions " has the meaning set forth in Section 2(a).

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" Person " means an individual, partnership, corporation, limited liability company, trust, estate, or unincorporated organization, or other entity, or a government or agency or political subdivision thereof.

" Piggyback Registration " has the meaning set forth in Section 2(b).

" Prospectus " means the prospectus included in a registration statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement or free-writing prospectus with respect to the terms of the offering of any portion of the Registrable Securities covered by a registration statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

" Purchase Agreement " has the meaning set forth in the Recitals hereof.

" Registrable Securities " means (i) the shares of Common Stock issued and sold pursuant to the Purchase Agreement and any other shares of Common Stock held by any 12 West Holder as of the date hereof; ( ii ) any securities issued pursuant to a stock split, dividend or combination, or a reclassification of, or in substitution for, any such shares; and ( iii ) any securities issued in exchange for or in substitution of such shares in any merger, combination or reorganization of or similar transaction involving the Company .  For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the then-existing right to acquire such Registrable Securities (by exchange, purchase or otherwise), whether or not such acquisition has actually been effected, provided , however , that each Registrable Security shall be deemed to have only one Holder for purposes of this Agreement.

" Registration Expenses " means the expenses to be borne by the Company pursuant to Section 5 of this Agreement.

" Registration Statement " means any registration statement of the Company pursuant to the requirements of the Securities Act which covers the issuance or resale of the Registrable Securities (including a registration statement registering for sale any Registrable Securities pursuant to a Piggyback Registration) on such form as the Company is eligible to use under Rule 415, or any similar rule that may be adopted by the Commission, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including any Prospectus, all exhibits thereto and all materials incorporated by reference therein, and including any information deemed to be a part thereof as of the time of effectiveness pursuant to Rule 430A, 430E or 430C.

" Requested Underwritten Offering " has the meaning set forth in Section 2(d) hereof.

" Rule 144 ," " Rule 144A ," " Rule 145 ," " Rule 158 ," " Rule 415 ," " Rule 424 ," " Rule 430A ," " Rule 430C ," " Rule 430E ," " Rule 433 " or " Rule 461 " means Rule 144, Rule 144A, Rule 145, Rule 158, Rule 415, Rule 424, Rule 430A, Rule 430C, Rule 430E, Rule 433 and Rule 461, respectively, promulgated under the Securities Act, and any successor rule or regulation under the Securities Act.

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" Securities Act " means the Securities Act of 1933, as amended from time to time, and any successor act.

" Selling Holder " means, with respect to a specified Registration Statement pursuant to this Agreement, any Holder whose Registrable Securities are included in such Registration Statement.

" Third Party "   has the meaning set forth in Section 2(b).

" Third-Party Registration Statement " has the meaning set forth in Section 2(b).

" Trading Day " means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

" Transfer " means and includes the act of selling, giving, transferring, creating a trust (voting or otherwise), assigning or otherwise disposing of (other than pledging, hypothecating or otherwise transferring as security or any transfer upon any merger or consolidation) (and correlative words shall have correlative meanings); provided , however , that any transfer or other disposition upon foreclosure or other exercise of remedies of a secured creditor after an event of default under or with respect to a pledge, hypothecation or other transfer as security shall constitute a Transfer.

" Underwriters' Representative " means the managing underwriter, or, in the case of a co-managed underwriting, the managing underwriter designated as the Underwriters' Representative by the co-managers.

" Underwritten Offering " has the meaning set forth in Section 4(d) and shall include a Requested Underwritten Offering.

" Violation " has the meaning set forth in Section 6(a)(i).

" VWAP " means volume-weighted average price.

Section 2.                            (a) (1) Shelf Registration Statement .  Not later than thirty (30) days after the date hereof, the Company shall prepare and file with the Commission a Registration Statement on Form F‑3 (or, if Form F‑3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities in a secondary offering) providing for the sale by the Holders (or their donees, pledgees, transferees or other successors-in-interest) of the Holders' Registrable Securities.  The Company will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission within one hundred twenty (120) days after the date hereof. The Company agrees to use its best efforts to keep the Registration Statement continuously effective with respect to all Registrable Securities of such Holder or Holders for a

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period expiring on the earlier of (x) the date on which all of such Holder's Registrable Securities have been sold pursuant to the Registration Statement, and (y) when all Registrable Securities may be resold pursuant to Rule 144 without any volume or manner of sale limitations, and further agrees during such period to supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for a shelf registration to the extent necessary to ensure that it is available for resales by the Holders of the Registrable Securities (or, if necessary, file a new Registration Statement providing for the sale by the Holders (or their donees, pledgees, transferees or other successors-in-interest) of the Holders' Registrable Securities).  Notwithstanding the foregoing, the Company shall be permitted to suspend the use of any then effective Registration Statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing of (i) the existence of circumstances relating to a material pending development, including the need to update or modify financial information or a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii) the unavailability of financial statements required by Form F-3 or such other form of Registration Statement as the Company is eligible to use; provided , however , that the Company may not delay, suspend or withdraw a Registration Statement more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months pursuant to this Section 2(a)(1); and provided , further , that the Holders acknowledge and accept that in addition to the 90 days referenced above, they may not be permitted to sell their Registrable Securities even after such a Registration Statement is filed and effective as a result any Holdback Periods (collectively, " Other Permitted Restrictions ").  The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.  If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included (a " Cutback "), then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (allocated pro rata among the Holders based on the relative number of such Registrable Securities then held by each such Holder) and the Company shall thereafter prepare and file additional Registration Statements as soon as permitted to register for resale any Registrable Securities previously omitted from the Registration Statement, provided that any provision of this Section 2(a) requiring that a Registration Statement be declared effective within 120 days after the date hereof or receipt of the applicable demand notice shall not apply to such additional Registration Statements for such omitted Registrable Securities so long as the Company uses its best efforts to have the Registration Statement for such Registrable Securities filed with and declared effective by the Commission as soon as possible, and any such failure to register for resale any such Registrable Securities due to a Cutback shall not count towards the 90 days referenced above.  In no event shall the Company name, or agree to name, any Holder as an underwriter in any Registration Statement without the prior written consent of such Holder.  The Company understands and agrees that the effectiveness of the Registration Statement may be required to be maintained for greater than three (3) years.

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(2)              Demand Registration .  At any time and from time to time after the date hereof, each of the Major Holders may make up to three (3) demands for the Company to register under the Securities Act any or all of the Registrable Securities not already covered by an existing and effective Registration Statement, by delivering to the Company a written notice of each such demand (a " Demand Notice ").  The Company shall, not later than thirty (30) days after its receipt of any Demand Notice, prepare and file with the Commission a Registration Statement on Form F‑3 (or, if Form F‑3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities in a secondary offering) providing for the sale by the Holder or Holders making such demand (or their donees, pledgees, transferees or other successors-in-interest) of such Holder's or Holders' Registrable Securities.  The Company will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission within one hundred twenty (120) days after its receipt of such Demand Notice.  The Company agrees to use its best efforts to keep the Registration Statement continuously effective with respect to all Registrable Securities of such Holder or Holders for a period expiring on the earlier of (x) the date on which all of such Holder's Registrable Securities have been sold pursuant to the Registration Statement, and (y) when all Registrable Securities may be resold pursuant to Rule 144 without any volume or manner of sale limitations, and further agrees during such period to supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for a shelf registration to the extent necessary to ensure that it is available for resales by such Holders of the Registrable Securities (or, if necessary, file a new Registration Statement providing for the sale by such Holders (or their donees, pledgees, transferees or other successors-in-interest) of such Holders' Registrable Securities).  Notwithstanding the foregoing, the Company shall be permitted to suspend the use of any then effective Registration Statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to such Holders in writing of (i) the existence of circumstances relating to a material pending development, including the need to update or modify financial information or a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii) the unavailability of financial statements required by Form F-3 or such other form of Registration Statement as the Company is eligible to use; provided , however , that the Company may not delay, suspend or withdraw a Registration Statement more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months pursuant to this Section 2(a)(2); and provided , further , that such Holders acknowledge and accept that in addition to the 90 days referenced above, they may not be permitted to sell their Registrable Securities even after such a Registration Statement is filed and effective as a result any Holdback Periods (collectively, " Other Permitted Restrictions ").  If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included (a " Cutback "), then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (allocated pro rata among the Holders which delivered such Demand Notice based on the relative number of such Registrable Securities then

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held by each such Holder or as such Holders may otherwise agree) and the Company shall thereafter prepare and file additional Registration Statements as soon as permitted to register for resale any Registrable Securities previously omitted from the Registration Statement, provided that any provision of this Section 2(a) requiring that a Registration Statement be declared effective within 120 days after the date hereof or receipt of the applicable demand notice shall not apply to such additional Registration Statements for such omitted Registrable Securities so long as the Company uses its best efforts to have the Registration Statement for such Registrable Securities filed with and declared effective by the Commission as soon as possible, and any such failure to register for resale any such Registrable Securities due to a Cutback shall not count towards the 90 days referenced above.  In no event shall the Company name, or agree to name, DSX or any 12 West Holder as an underwriter in any Registration Statement without the prior written consent of such Holder.  The Company understands and agrees that the effectiveness of the Registration Statement may be required to be maintained for greater than three (3) years.

(b) Piggy-Back Registration .  (i) If, after the date hereof, the Company at any time proposes to file a registration statement on Form F-1, F-3 or otherwise, with respect to any offering of its equity securities for its own account (a " Company Registration Statement "), or for the account of any other Persons (any such Person, a " Third Party " and any such registration statement, a " Third-Party Registration Statement ") (other than (A) a registration under Section 2(a)(1), (B) a registration statement on Form F-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (C) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (D) a registration not otherwise covered by clause (B) above pursuant to which the Company is offering to exchange its own securities for other securities, (E) a registration statement relating solely to dividend reinvestment or similar plans or (F) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged), then, as soon as practicable (but in no event less than 10 days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to the Holders, and such notice shall offer each Holder the opportunity to register under such registration statement such number of Registrable Securities as such Holder may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company to such Holder.  Subject to Sections 2(b), (c) and (d), the Company shall include in such registration statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a " Piggyback Registration "); provided , that if at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to register or to delay registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to register its, his or her Registrable Securities in such registration statement and, thereupon, (1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and

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(2) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering the other equity securities covered by such Piggyback Registration.  If the offering pursuant to such registration statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Sections 2(b), (c) and (d).  If the offering pursuant to such registration statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 2(b), (c) and (d).  If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included, then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration Statement based on the relative number of such registrable securities then held by each such Holder and such other Persons).  Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such registration statement; provided , however , that except as set forth above, if a Holder voluntarily withdraws all of its Registrable Securities from a Piggyback Registration, the Company shall not be liable for any Registration Expenses incurred by such Holder and such Holder shall promptly reimburse the Company for any such amounts received from the Company.

(c)              Priority of Piggyback Registration .  If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration to a Company Registration Statement informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be: (i) first , 100% of the securities that the Company proposes to sell, (ii)  second , and only if all the securities referred to in clause (i) have been included, the number of securities that would otherwise be included in such offering and that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, which such number shall be allocated pro rata among the Holders based on the relative number of such Registrable Securities then held by each such Holder ( provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner), and (iii)  third , and only if all of the securities referred to in clause (ii) have been included in such registration, any other securities eligible for inclusion in such registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration.

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If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration to a Third-Party Registration Statement informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be: (i) first , 100% of the securities that the Third Party proposes to sell, (ii) second , and only if all the securities referred to in clause (i) have been included, the number of securities that would otherwise be included in such offering and that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, which such number shall be allocated pro rata among the Holders based on the relative number of Registrable Securities then held by each such Holder ( provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third , and only if all of the securities referred to in clause (ii) have been included in such registration, any other securities eligible for inclusion in such registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration.

Notwithstanding the previous paragraph, the priority of inclusion of Registrable Securities in any Requested Underwritten Offering shall be governed by Section 2(d) hereof.

(d)              Underwriting Procedures .  At the election of either of the Major Holders, the Company shall use its commercially reasonable efforts to cause an offering made pursuant to Section 2(a) or (b) to be in the form of an Underwritten Offering (a " Requested Underwritten Offering ").  In connection with any Requested Underwritten Offering, no Registrable Securities held by any holder making a request for inclusion of such Registrable Securities shall be included in such Requested Underwritten Offering, unless such holder accepts the terms of the offering as agreed upon by the Company and the Underwriters' Representative for such offering; it being understood and agreed that in any Requested Underwritten Offering, the Major Holder electing such Requested Underwritten Offering shall have sole right to select the underwriters for such Underwritten Offering, which such Major Holder shall select from a list of three Approved Underwriters proposed by the Company, and to make all other decisions regarding the underwriting process and the offering, but such Major Holder shall consult with the Company with respect to such other decisions.  Subject to the next sentence, notwithstanding anything to the contrary contained in this Agreement, each Major Holder may not request more than three (3) Requested Underwritten Offerings, and the Major Holders as a group cannot request more than two (2) Requested Underwritten Offerings in any twelve (12) month period, which two (2) offerings must be at least three (3) months apart.  The Major Holders may assign their rights to request one or more Requested Underwritten Offerings pursuant to this Section 2(d) to any Person or Persons to whom any Major Holder has transferred any of its Registrable Securities, provided that such assignee shall have agreed in writing (in form and substance reasonably satisfactory to the Company) to be bound by the provisions of this Agreement (including, if such assignee elects to exercise the right assigned to it by any Holder to request such Requested Underwritten Offering, all of the obligations such Holder has with respect to such Requested Underwritten Offering hereunder) and shall be deemed to be a Holder hereunder, and provided

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further that in no event shall a Major Holder and any such Person request more than three (3) Requested Underwritten Offerings in the aggregate.

If the managing underwriter or underwriters of any proposed Requested Underwritten Offering informs the holders desiring to include their Registrable Securities in such Requested Underwritten Offering that, in such managing underwriter's or underwriters' opinion, the number of securities which such holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be: (i)  first , 100% of the securities that the Major Holder electing such Requested Underwritten Offering proposes to sell, (ii) second , and only if all the securities referred to in clause (i) have been included, the number of securities that would otherwise be included in such offering and that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, which such number shall be allocated pro rata among the other Holders and any other Persons that have requested to participate in such registration based on the relative number of registrable securities then held by each such Holder and such other Persons ( provided that any securities thereby allocated to any such Holder or other Person that exceed such Holder's or other Person's request shall be reallocated among the remaining requesting Holders and other Persons in like manner), and (iii)  third , and only if all of the securities referred to in clause (ii) have been included in such registration, any other securities eligible for inclusion in such registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration.

(e)              Liquidated Damages . If: (i) any Registration Statement required to be filed pursuant to Section 2(a) or Section 2(b) is not filed within thirty (30) days of the date hereof or the relevant demand, as applicable, or if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same ( provided that the Holders shall provide any comments on the Registration Statement no later than five (5) Business Days after receipt (not counting the day of receipt) and that the Company shall be entitled to assume that the Holders have no comments if none are received within such five (5) Business Day period); or (ii) subject to Section 2(a) and if such delay in effectiveness is caused by the Company's failure to use its commercially reasonable best efforts to have such Registration Statement declared effective, any Registration Statement required to be filed pursuant to Section 2(a) or Section 2(b) is not declared effective by the Commission within one hundred twenty (120) days from the date hereof or the relevant demand, as applicable (it being understood that if on the second Business Day immediately following the effective date for such Registration Statement the Company shall not have filed a "final" Prospectus for such Registration Statement with the Commission under Rule 424(b) (whether or not such a Prospectus is technically required by such rule), the Company shall be deemed to not have satisfied this clause (ii) and such event shall be deemed to be an Event); or (iii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be "reviewed" or be subject to further review; or (iv) prior to the effective date of any Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such or any other Registration Statement within fifteen (15)

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Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective; or (v) subject to Section 2(a) relating to the delay, suspension or withdrawal of a Registration Statement, after the effective date of any Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities (including because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on The NASDAQ Stock Market or the New York Stock Exchange, or a failure to register a sufficient number of shares of Common Stock or by reason of a stop order) for more than an aggregate of twenty (20) calendar days during any twelve (12) month period (which need not be consecutive calendar days); or (vi) a Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason and the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as a result of which any of the Holders are unable to sell the Registrable Securities included in such Registration Statement without restriction under Rule 144 (including volume and manner of sale restrictions) (any such failure or breach being referred to as an " Event ", and for purposes of clauses (i), (ii) and (vi) the date on which such Event occurs, or for purposes of clause (iii) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (iv) the date which such fifteen (15) Business Day period is exceeded, or for purposes of clause (v) the date on which such twenty (20) calendar day period, as applicable, is exceeded being referred to as " Event Date "), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder on a monthly basis within five (5) Business Days of the end of the month an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the greater of (i) the VWAP per share of Common Stock for the previous 30 Trading Days (taken as a whole) multiplied by the number of Registrable Securities held by the Holders, and (ii) the purchase price per share paid for the Common Stock under the Purchase Agreement (subject to appropriate adjustment in the event of any stock split, combination, dividend, or other similar recapitalization with respect to such stock) multiplied by the number of Registrable Securities held by the Holders, provided , however , that no such payments shall be required in connection with a delay, suspension or withdrawal, or Other Permitted Restriction or Cutback permitted by Section 2(a).  The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 7.5% of the greater of (i) the VWAP per share of Common Stock for the previous 30 Trading Days (taken as a whole) multiplied by the number of Registrable Securities held by the Holders and (ii) the purchase price per share paid for the Common Stock under the Purchase Agreement  (subject to appropriate adjustment in the event of any stock split, combination, dividend or other similar recapitalization with respect to such stock) multiplied by the number of Registrable Securities held by the Holders.  If the Company fails to pay any partial liquidated damages pursuant to this Section in full within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 7.5% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to such Holder accruing daily from the date such

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partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.  The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Section 3.                            Registration Procedures .

(a)              Obligations of the Company .  In connection with the obligations of the Company with respect to the Registration Statements, the Company shall, to the extent applicable:

(i)              Prepare and file with the Commission within the time period for such filing set forth in Section 2 hereof, a Registration Statement with respect to such Registrable Securities (which Registration Statement shall be available for the Selling Holders' intended method or methods of distribution and shall comply in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith), and the Prospectus used in connection therewith, which Prospectus is to be filed pursuant to Rule 424, and, if not effective on filing, use commercially reasonable best efforts to cause such Registration Statement to become effective, and prepare and file any amendments and supplements thereto as are required to keep such Registration Statement continuously effective as provided in Section 2; and before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Holders of Registrable Securities covered by such Registration Statement and the underwriter or underwriters, if any, copies of all such documents proposed to be filed, including documents incorporated by reference in the Prospectus and, if requested by such Holders, the exhibits incorporated by reference (in each case only to the extent such documents or exhibits are not available on the Commission's EDGAR site), and such Holders shall have the opportunity to object to any information pertaining to such Holders that is contained therein and the Company will make the corrections reasonably requested by such Holders with respect to such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto, provided that such Holders shall provide any comments on the Registration Statement no later than five (5) Business Days after receipt (not counting the day of receipt) and that the Company shall be entitled to assume that the Holders have no comments if none are received within such five (5) Business Day period.

(ii)              Notify the Holders by facsimile or e-mail as promptly as practicable, and in any event, within two (2) Business Days, after a Registration Statement or any post-effective amendment and supplement is filed and declared effective and shall simultaneously provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the Registrable Securities covered thereby.

(iii)              Promptly notify each Selling Holder in writing of the receipt of any comments from the Commission with respect to the Registration Statement and, subject to Section 2, respond to such comments and prepare and file with the Commission, if necessary, such amendments and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement or any document

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incorporated therein by reference or file any other required document as may be necessary to comply with the provisions of the Securities Act and rules thereunder, including the filing of a supplemental Prospectus pursuant to Securities Act Rule 424 or any free-writing prospectus pursuant to Rule 433, with respect to the disposition of all securities covered by such Registration Statement and the instructions applicable to the registration form used by the Company.  In the event that any Registrable Securities included in a Registration Statement subject to, or required by, this Agreement remain unsold at the end of the period during which the Company is obligated to maintain the effectiveness of such Registration Statement, the Company may file a post-effective amendment to the Registration Statement for the purpose of removing such securities from registered status.

(iv)              Furnish to each Selling Holder of Registrable Securities, without charge, such numbers of copies of the Registration Statement, each amendment thereto, each Prospectus, including each preliminary Prospectus and each amendment or supplement thereto, in each case in conformity with the requirements of the Securities Act and the rules thereunder, and such other related documents as any such Selling Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Selling Holder.

(v)              Register and qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such states or jurisdictions in the United States as shall be reasonably requested by any Selling Holder and keep such qualification effective during the period such Registration Statement is effective; promptly notify the Holders in writing of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any Registrable Securities for sale under applicable securities or blue sky laws of any state or jurisdiction in the United States; and obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of the offer and transfer of any of the Registrable Securities in any jurisdiction, at the earliest possible moment; provided , however , that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business or register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify or register but for this Section 3(a)(v), (B) subject itself to taxation in any such jurisdiction, or (C) file a general consent to service of process in any such state or jurisdiction.

(vi)              Enter into and perform customary agreements and take such other commercially reasonable actions as are required to expedite or facilitate each disposition of Registrable Securities including, in the event of any underwritten or agented offering, enter into and perform the Company's obligations under an underwriting or agency agreement (including indemnification and contribution obligations of underwriters or agents and representations and warranties by the Company to the underwriters), in usual and customary form, with the managing underwriter or underwriters of or agents for such offering and use its best efforts to obtain executed lock-up agreements from the officers and directors of the Company, if requested by the underwriters, and take all such other actions as the Selling Holders or the Underwriters' Representative reasonably request in

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order to expedite or facilitate the disposition of such Registrable Securities.  The Company shall also reasonably cooperate and cause its Affiliates to cooperate with the Underwriters' Representative or Agent for such offering in the marketing of the Registrable Securities, including making available the officers, accountants, counsel, premises, books and records of the Company and its Affiliates for such purpose, and shall cause the appropriate officers of the Company and its Affiliates to attend and participate in any "road shows" or informational meetings, provided , however , that such officers of the Company and its Affiliates shall not be required to spend more than five (5) Business Days during any 12 month period attending such "road shows."

(vii)              Promptly notify each Selling Holder in writing of any stop order suspending the effectiveness of a Registration Statement issued or for the issuance of which proceedings have been instituted, or, to the extent the Company has actual knowledge thereof, threatened to be issued by the Commission in connection therewith, and take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(viii)              Promptly notify each Selling Holder in writing of the happening of any transaction or event during the period a Registration Statement is effective as a result of which the Registration Statement or the related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of any Prospectus), not misleading; and thereafter, the Company will use best efforts to promptly prepare (and, when completed, give written notice and provide a copy thereof to each Selling Holder) a supplement or amendment to such Prospectus so that such Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading.

(ix)              As soon as practicable, make generally available to the Company's security holders copies of an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158, following the end of the twelve (12) month period beginning with the first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement filed pursuant to this Agreement.

(x)              In connection with an offer and sale of Registrable Securities, make available for inspection by any Selling Holder, any underwriter participating in such offering and the representatives of such Selling Holder (but not more than one firm of counsel to each Selling Holder), all financial, corporate and other information as shall be reasonably requested by them, and provide the Selling Holders, any underwriter participating in such offering and the representatives of such Selling Holders and Underwriters' Representative the opportunity to discuss the business affairs of the Company with its principal executives and independent public accountants who have certified the audited financial statements included in such Registration Statement, in each case all as reasonably necessary to enable them to exercise their due diligence responsibility under the Securities Act; provided , however , that information that the Company determines, in good faith, to be confidential and which the Company advises such Person in writing is confidential shall not be disclosed unless such Person signs a

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confidentiality agreement reasonably satisfactory to the Company, or the related Selling Holder of Registrable Securities agrees to be responsible for such Person's breach of confidentiality on terms reasonably satisfactory to the Company.

(xi)              In the event of any underwritten or agented offering, obtain a so-called "comfort letter" from the Company's independent public accountants, and legal opinions of counsel to the Company addressed to the underwriter participating in such offering, in customary form and covering such matters of the type customarily covered by such letters and opinions, and in a form that shall be reasonably satisfactory to the Underwriters' Representative.  Delivery of any such opinion or comfort letter shall be subject to the recipient furnishing such written representations or acknowledgements as are required or customarily provided by selling shareholders who receive such comfort letters or opinions.

(xii)              Cause the Company's officers, employees, accountants and counsel, as applicable, to participate in, and to otherwise facilitate and cooperate with the preparation of a Prospectus and to participate in drafting sessions and due diligence sessions, as applicable.

(xiii)              Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement.

(xiv)              Cause the Registrable Securities covered by such Registration Statement if similar securities of the Company are then listed on a securities exchange or included for quotation in a recognized trading market, to be so listed or included for so long as such similar securities of the Company are so listed or included.

(xv)              Promptly file a new Registration Statement and use best efforts to cause such Registration Statement to be declared effective if the Company's previously filed Registration Statement is no longer effective or the Company is ineligible to use the Registration Statement to permit the Holders to resell the Registrable Securities and the Company is still obligated to maintain the effectiveness of the Registration Statement.

(xvi)              Comply with all requirements of FINRA with regard to the issuance of the Common Stock and the listing thereof on the NASDAQ Global Select Market and any other or successor securities exchange or automated quotation system, as applicable, on which the Company's Common Stock is traded and cooperate with the Selling Holders and their respective counsel in connection with all filings required to be made with FINRA.

(xvii)              As expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of each Registration Statement and Prospectus (and each offering covered thereby).

(xviii)              Promptly notify the Holders in writing of any pending proceeding against the Company under Section 8A of the Securities Act in connection with the offering of the Registrable Securities.

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(xix)              Take such other actions as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities included in each such Registration Statement.

(xx)              Ensure that no Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (except, with respect to any Holder, for an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furni shed to the Company by or on behalf of such Holder specifically for use therein).

(xxi)              Make available to each Selling Holder promptly after the same is prepared and publicly distributed, or received by the Company, one copy of each Registration Statement and each amendment thereto, each preliminary Prospectus and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Company to the Commission or the staff of the Commission (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and each item of correspondence from the Commission or the staff of the Commission (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential treatment), except to the extent that such Registration Statement, amendment thereto, preliminary Prospectus and Prospectus and amendment or supplement thereto, and correspondence is available on the Commission's EDGAR site.

(b)              Holders' Obligations .  It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2 and 3(a) hereof with respect to the Registrable Securities of any Selling Holder of Registrable Securities that such Selling Holder shall furnish to the Company such information regarding such Selling Holder, the number of the Registrable Securities owned by it, and the intended method of disposition of such Registrable Securities as shall be required to effect the registration of such Selling Holder's Registrable Securities, and cooperate with the Company in preparing such Registration Statement.

Section 4.                            Agreements of Selling Holder .  In connection with any Registration Statement pursuant to Section 2 hereof, each Selling Holder agrees, as applicable:

(a)              to execute the underwriting agreement, if any, agreed to by the Company (and in the case of a Requested Underwritten Offering, the applicable Major Holder and the Company) and execute all questionnaires, powers of attorney, indemnities and other documents customarily required under the terms of or in connection with such underwriting agreement;

(b)              that it will not offer or sell its Registrable Securities under the Registration Statement until it has received copies of the supplemented or amended Prospectus contemplated

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by Section 3(a)(iv) hereof and receives notice that any post-effective amendment (if required) has become effective;

(c)              that, upon receipt of any written notice from the Company of the happening of any transaction or occurrence of any event of the kind specified in Section 3(a)(vii) or 3(a)(viii), such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until the Selling Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(a)(iv) hereof and receives notice that any post-effective amendment (if required) has become effective or until it is advised in writing by the Company that the use of the applicable Prospectus and Registration Statement may be resumed, and, if so directed by the Company, the Selling Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Selling Holder's possession, of the Registration Statement and Prospectus covering such Registrable Securities in effect immediately preceding the time of receipt of such notice; and

(d)              that, subject to the rights of a Holder to participate in a Piggyback Registration or other registered offering in accordance with Section 2, upon the receipt of written notice from the Company, as requested by the Underwriters' Representative or underwriters of a public offering of the Company's Common Stock, or other securities convertible into, or exercisable or exchangeable for, the Company's Common Stock (an " Underwritten Offering ") that the Company plans, within 15 days, to conduct an Underwritten Offering, the Selling Holder shall not, in each case, other than to an Affiliate of such Selling Holder, effect any public or private sale or distribution, including sales pursuant to Rule 144, of any of the Company's Common Stock, or offer, sell, contract to sell, transfer the economic risk of ownership in, grant an option to purchase, make any short sale of, pledge or otherwise dispose of any shares of Common Stock, options or warrants to acquire any shares of Common Stock, or any securities convertible into, exchangeable or exercisable for, or any other rights to purchase or acquire, any shares of Common Stock, or engage in any hedging transaction, during the period (the " Holdback Period ") beginning fourteen (14) days prior to the public offering date set forth on the final prospectus relating to the Underwritten Offering (but only if such Selling Holder shall have received reasonable prior written notice thereof), and ending ninety (90) days after the public offering date set forth on the final Prospectus relating to the Underwritten Offering; provided , however , that the aggregate number of days during which one or more Holdback Periods are in effect pursuant to this Section 4(d) shall not exceed one hundred eighty (180) days during any period of twelve (12) consecutive months.  The foregoing provisions of this Subsection 4(d) shall not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all of its shareholders individually owning five percent (5%) or more of the Company's outstanding shares of Common Stock.

Section 5.                            Expenses of Registration .  The Company shall bear and pay all expenses incurred in connection with each registration, filing, or qualification of Registrable Securities with respect to the Registration Statement pursuant to Section 2, including all registration, exchange listing, accounting, filing and FINRA fees, all fees and expenses of complying with securities or blue sky laws, transfer agent and registrar fees, all word processing, duplicating and printing expenses, messenger and delivery expenses, the reasonable fees and disbursements of

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counsel for the Company and of the Company's independent public accountants, including the expenses of "comfort letters" required by or incident to such performance and compliance, the reasonable fees and disbursements of one firm of attorneys for the Holders (selected by the Selling Holders who hold at least 66-2/3% of the Registrable Securities to be included in such Registration Statement), which fees shall not exceed (i) $30,000 per Registration Statement with respect to any Underwritten Offering and (ii) $7,500 with respect to any Piggyback Registration and all other expenses customarily borne by an issuer in an underwritten offering, provided that the amounts in clause (i) and (ii) shall increase 5% per annum on each anniversary date of the date hereof.  Each Holder shall be responsible for any underwriting discounts and commissions and taxes of any kind (including transfer taxes) relating to any disposition, sale or transfer of Registrable Securities by such Holder.

Section 6.                            Indemnification; Contribution .

(a)              Indemnification by the Company .  If any Registrable Securities are included in a Registration Statement under this Agreement:

(i)              To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act, and each Affiliate, officer, director, trustee, partner, member, employee and agent of such Selling Holder and such controlling Person, against any and all losses, claims, damages, obligations, judgments, fines, penalties, charges, costs, liabilities and expenses (joint or several), including reasonable attorneys' fees and disbursements and expenses of investigation, incurred by such party arising out of or based upon any of the following statements, omissions or violations (each, a " Violation "):

(A)              Any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, including any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, any post-effective amendment thereto or in any filing made in connection with the qualification of any offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered;

(B)              Any omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein (in light of the circumstances under which they were made in the case of any Prospectus) not misleading; or

(C)              Any violation or alleged violation by the Company of the federal securities laws, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law in connection with the Registrable Securities;

provided , however , that the indemnification required by this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, obligation, judgment, fine, penalty,

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charge, cost, liability or expense if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable in any such case for any such loss, claim, damage, obligation, judgment, fine, penalty, charge, cost, liability or expense to the extent that it arises out of or is based upon a Violation made in reliance upon and in conformity with written information furnished to the Company by a Holder, underwriter (but only if the Company is not contractually entitled to indemnification by such underwriter and the Holder is contractually entitled to demand indemnification by such underwriter) or the relevant indemnified party expressly for use in connection with such registration.  The Company shall also indemnify underwriters participating in the distribution of the Registrable Securities, their Affiliates, officers, directors, agents and employees and each Person, if any, who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders.

(b)              Indemnification by Holder .  If any of a Selling Holder's Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by applicable law, such Selling Holder shall (severally and not jointly) indemnify and hold harmless the Company, each of its Affiliates, trustees, officers, employees and agents, each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each Affiliate, officer, director, trustee, partner, member, employee and agent of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, obligations, judgments, fines, penalties, charges, costs, liabilities and expenses (joint or several), including reasonable attorneys' fees and disbursements and expenses of investigation, incurred by such party arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement, including any preliminary Prospectus or final Prospectus contained therein, or any amendments or supplements thereto or any document incorporated by reference therein, any post-effective amendment thereto or in any filing made in connection with the qualification of any offering under any securities or other "blue sky" laws of any jurisdiction in which such Registrable Securities are offered, or any omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein (in light of the circumstances under which they were made in the case of any Prospectus) not misleading, or any violation or alleged violation by such Selling Holder of the federal securities laws, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the Registrable Securities, but only to the extent, that such untrue statement or omission had been contained in any written information furnished by such Selling Holder to the Company expressly for use in connection with such registration; provided , however , that (x) the indemnification required by this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, obligation, judgment, fine, penalty, charge, cost, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities (which consent shall not be unreasonably withheld, conditioned, or delayed), and (y) in no event shall the amount of any indemnity under this Section 6(b) exceed the net proceeds from the applicable offering received by such Selling Holder.  In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

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(c)              Conduct of Indemnification Proceedings .  Promptly after receipt by an indemnified party under this Section 6 of written notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 6, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel retained by the indemnifying party (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties) except as set forth below; provided , however , that such counsel shall be reasonably satisfactory to the indemnified party.  The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, suit, proceeding or investigation, if not otherwise known by the indemnifying party, shall relieve such indemnifying party of any liability to the indemnified party under this Section 6 to the extent of any material prejudice or forfeiture of substantial rights or defenses resulting therefrom but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 6.  Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder.  Each indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses, (ii) the indemnifying party shall have failed to assume the defense of such action, claim or proceeding in a timely manner or (iii) an indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one additional firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties).  No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)              Contribution .  If the indemnification required by this Section 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 6:

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(i)              The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, obligations, judgments, fines, penalties, charges, costs, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, obligations, judgments, fines, penalties, charges, costs, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party as a result of the losses, claims, damages, obligations, judgments, fines, penalties, charges, costs, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred by such party in connection with any action, suit, investigation or proceeding.  In no event shall the liability of any Selling Holder be greater in amount than the amount of net proceeds received by such Holder upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 6(a) or 6(b) hereof had been available under the circumstances.

(ii)              The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 6(d)(i).  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)              Full Indemnification .  If indemnification is available under this Section 6, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 6 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 6(d)(i) hereof.

(f)              Survival .  The obligations of the Company and the Selling Holders of Registrable Securities under this Section 6 shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement, and otherwise.

Section 7.                            Covenants of the Company .  (a)  The Company hereby agrees and covenants that it shall file as and when applicable, on a timely basis, all reports required to be filed by it under the Securities Act and the Exchange Act.  If the Company is not required to file reports pursuant to the Exchange Act, upon the request of any Holder of Registrable Securities, the Company shall make publicly available the information specified in subparagraph (c)(2) of Rule 144.  The Company shall take such further action as may be reasonably required from time to time and as may be within the control of the Company, to enable the Holders to transfer Registrable Securities without registration under the Securities Act within the limitation of the

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exemptions provided by Rule 144 or any similar rule or regulation hereafter adopted by the Commission.

(b)              In connection with any sale, transfer or other disposition by a Holder of any Registrable Securities pursuant to Rule 144, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such transferred securities to be for such number of shares and registered in such names as the Holder may reasonably request at least two Business Days prior to any sale of Registrable Securities.

(c)              Notwithstanding anything to the contrary contained in this Section 7, the Company, shall at the request of any selling Holder, cause its transfer agent to deliver unlegended shares of Registrable Securities to a transferee of a Holder that is neither an Affiliate of the Holder nor of the Company in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, prior to such Holder's receipt of any relevant suspension notice and for which the Holder has not yet settled.

Section 8.                            Miscellaneous .

(a)              Notices .  All notices and other communications given or made pursuant hereto shall be in writing and delivered by hand or sent by registered or certified mail (postage prepaid, return receipt requested) or by nationally recognized overnight air courier service and shall be deemed to have been duly given or made as of the date delivered if delivered personally, or if mailed, on the third Business Day after mailing (on the first Business Day after mailing in the case of a nationally recognized overnight air courier service) to the parties at the following addresses:

	if to the Company, to:
		Diana Containerships Inc. c/o Unitized Ocean Transport Limited Pendelis 18 175 64 Palaio Faliro Athens, Greece
		Attention:	Simeon Palios
		Facsimile:	30-216-600-2599

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	and if to any of the 12 West Holders, to:
		c/o 12 West Capital Management LP 90 Park Avenue, 41st Floor New York, NY  10016
		Attention:	Charles Levy

	with a copy to (which shall not constitute notice):
		Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY  10020
		Attention:	Peter D. Greene, Esq.
			Seth T. Goldsamt, Esq.

	and if DSX, to:
		Diana Shipping Inc. c/o Diana Shipping Services S.A. Pendelis 16 175 64 Palaio Faliro Athens, Greece
		Attention:	Ioannis Zafirakis
		Facsimile:	30-210-9470-101
		Email:	izafirakis@dcontainerships.com

	with a copy to (which shall not constitute notice):
		Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
		Attention:	Gary J. Wolfe, Esq.

	and if to Taracan Investments S.A. or any other Holder, to:
		c/o Unitized Ocean Transport Limited Pendelis 18 175 64 Palaio Faliro Athens, Greece
		Attention:	Simeon Palios
		Facsimile:	30-216-600-2599

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(c)              Waiver of Compliance; Consents .  Except as otherwise provided in this Agreement, any failure of any of the parties hereto to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties hereto entitled to the benefits thereof only by a written instrument signed by the party hereto granting such waiver (which, in the case of a waiver by the Holders, shall require the approval of Holders of not less than 66-2/3% of the Registrable Securities, which must include each 12 West Holder so long as it owns any Registrable Securities), but such a waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent other failure.  Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8(c).

(d)              [intentionally left blank]

(e)              Governing Law; Jurisdiction; Service of Process .  This Agreement shall be governed by the laws of the State of New York without giving effect, to the extent permitted by applicable law, to any conflict of law principles that would result in the application of any other law.  Each party hereto agrees that all legal suits, actions or proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) may be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and, to the extent permitted by applicable law, hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such suit, action or proceeding.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight air courier service (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  Notwithstanding the foregoing, the Company hereby irrevocably appoints Seward & Kissel LLP as agent for service of process and consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in this Section 8(e) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 8(a), to Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004, Attn: Edward Horton for the purpose of accepting service of any process in the United States on behalf of the Company. The Company hereby agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be

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conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(f)              Severability .  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.  Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(g)              Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The delivery of an executed counterpart of the signature page to this Agreement by telecopier or electronic mail shall be effective as delivery of an original executed counterpart of this Agreement.

(h)              Section Headings .  The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties hereto and shall not in any way affect the meaning or interpretation of this Agreement.  All references in this Agreement to Sections are to sections of this Agreement, unless otherwise indicated.

(i)              Entire Agreement .  This Agreement, together with the Purchase Agreement and the documents, agreements and certificates referenced herein and therein, embodies the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby and thereby.  There are no restrictions, promises, inducements, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or therein.  This Agreement and the Purchase Agreement and the documents, agreements and certificates referenced herein and therein supersede all prior written or oral agreements and understandings between the parties hereto with respect to the transactions.

(j)              Successors, Assigns and Transferees .

(i)              This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided.  Except as expressly provided in this Section 8(j), the rights and obligations of the parties hereto cannot be assigned and any purported assignment or Transfer to the contrary shall be void ab initio.  So long as the terms of this Section 8(j) are followed and such transfer is in compliance with the Purchase Agreement, any Holder may assign any of its rights and obligations under this Agreement, without the consent of the Company or any other Holder, to any Person to whom such Holder Transfers any Registrable Securities or any rights to acquire Registrable Securities so long as such Transfer is not made pursuant to an effective Registration Statement or pursuant to Rule 144 or Rule 145 or in any other manner or to any Person the effect or consequences of which is to cause the Transferred securities to be freely transferable without regard to the volume and manner of sale

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limitations set forth in Rule 144 in the hands of the transferee on the date of such Transfer.  Any such transferee shall be deemed a party to this Agreement.

(ii)              Notwithstanding Section 8(j)(i), no Holder may assign any of its rights under this Agreement to any Person to whom such Holder Transfers any Registrable Securities if the Transfer of such Registrable Securities requires registration under the Securities Act.

(k)              Assignment .  No Person may be assigned any rights under this Agreement unless the Company and the other parties hereto are given written notice by the assigning party stating the name and address of the assignee, identifying the securities of the Company as to which the rights in question are being assigned, and providing a detailed description of the nature and extent of the rights that are being assigned; provided , however , that no such assignment shall be effective until (x) the Company and each other party hereto (or their assignees) receive the written notice pursuant to this Section 8(k) and (y) the assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including the provisions of this Section 8(k).

(l)              Interpretation .

(i)              The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumptions or burden of proof will arise favoring or disfavoring any party hereto by virtue of authorship of any provisions of this Agreement.

(ii)              All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

(iii)              The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

(m)              Further Assurances .  Each of the parties hereto shall use reasonable efforts to execute and deliver to any other party hereto such additional documents and take such other action, as such other party hereto may reasonably request to carry out the intent of this Agreement and the transactions contemplated hereby.

(n)              Specific Performance .  The parties hereto acknowledge that there would be no adequate remedy at law if any party hereto fails to perform any of its obligations hereunder, and accordingly agree that each party hereto, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations (without posting any bond or other security) of any other party under this Agreement in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction.

(o)              Saturdays, Sundays, Holidays, etc .  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a

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Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

(p)              Other Registration Rights; Most Favored Nation . The Company covenants and agrees that (i) it shall not, without the prior written consent of the Holders, grant registration rights to any other Person containing terms with priority to or in conflict with the registration rights granted to the Holders hereunder or that are more favorable than the terms set forth herein and (ii) if, after the date hereof, upon obtaining such consent of the Holders, it grants registration rights to any other Person containing terms more favorable that the terms set forth herein, the Company shall provide such more favorable terms to the Holders and this Agreement shall be, without any further action by the Holders or the Company, deemed amended and modified in an economically and legally equivalent manner such that the Holders shall receive the benefit of the more favorable terms.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be duly executed on its behalf, as of the date first written above.

 

 

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Exhibit 99.3

 

Exhibit 99.4

 

 

To:	Diana Containerships Inc.		RBS Shipping Group
	Pendelis 18		1 Princes Street
	175 64 Palaio Faliro		London
	Athens		EC2R BBP
	Greece		Telephone: +44 (0)20 7726 1443
			Facsimile: +44 (0)20 7714 4664
			www.rbs.com
28 July 2014

Dear Sirs

Facility Agreement dated 16 December 2011 (as amended and supplemented from time to time) made between (1) Diana Containerships Inc., (2) the subsidiaries of the Borrower listed in Part I of Schedule 1 as original guarantors, (3) The Royal Bank of Scotland pie as arranger, (4) the financial institutions listed in Part II of Schedule 1as lenders, (5) the financial institutions listed in Part Ill of Schedule 1as pledge counterpartles, (6) The Royal Bank of Scotland pie as agent and (7) The Royal Bank of Scotland pie as  security trustee relating to the revolving credit facility of up to $100,000,000 (the "Loan Agreement")

Words and expressions defined in the Loan Agreement shall have the same meaning when used in this letter.

We refer to (a) the attached term sheet (the "Investment Term Sheet")   regarding a certain proposed investment in the Borrower resulting in certain changes to the beneficial ownership of the shares in the Borrower and your request for our consent to such changes as required under Clause 7   .2(b) of the Loan Agreement and (b) the proposed amendments to the   Unsecured Loan Agreement as   set   out in the attached mark up and your request for our consent to such amendments as required under Clause 21.13 of the Loan Agreement.

We hereby confirm our consent to (a) such changes to the beneficial ownership of the shares in the Borrower and (b) the proposed amendments to the Unsecured Loan Agreement subject to:

1

the members of the Relevant Families and Diana Shipping Inc., individually or in the aggregate, always retaining direct or indirect legal or beneficial ownership of the issued and outstanding share capital of the Borrower greater than any other party and in this respect Clause 7.2 of the Loan Agreement shall be amended by insertion of the following new paragraph (c):

"(c)

if a change occurs after the date hereof in the ultimate beneficial ownership of any of the shares in the Borrower such that the members of the Relevant Families and Diana Shipping Inc., individually or in the aggregate, do not retain direct or indirect legal or beneficial ownership of the issued and outstanding share capital of the Borrower greater than any other party:

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(i)

the Borrower shall promptly notify the Agent upon becoming aware of that event; and

(ii)

a Lender shall not be obliged to fund a Utilisation; and

(iii)

If the Majority Lenders so require, the Agent shall, by not less than 30 days' notice to the Borrower, cancel the Facility and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable."

2	the payment to us of an amendment fee of $25,000 not later than 31July 2014;

3	the provision to us of any up to date "know your customer" documentation required by us in relation to the changes to the beneficial ownership of the shares in the Borrower;

4	the provision to us of such documentation as may be required by us to comply with FATCA legislation as appropriate;

5

the purchase agreement (the "Purchase Agreement") to be entered into on or around the date hereof between the Borrower, 12 West capital Offshore Fund LP, 12 West Capital Fund LP and others in relation to the equity raising as referred to in the Investment Term Sheet will reflect the terms of, and will not be different to the terms of, the Investment Term Sheet and no amendments to the Purchase Agreement shall be made without the prior approval of the Agent;

6	the receipt by us of a copy of this letter countersigned by the Borrower and each of the Guarantors confirming their agreement to the amendments to the Loan Agreement set out herein.

All other terms and conditions of the Loan Agreement and the other Finance Documents shall remain unchanged and in full force and effect.

The law and jurisdiction Clauses 41 and 42 of the Loan Agreement shall apply to this letter as if set out in full herein.

Yours faithfully

/s/ [illegible]
For and on behalf of
The Royal Bank of Scotland plc
Accepted and Agreed
/s/ Simeon Palios
For and on behalf of
Diana Containerships Inc.
/s/ Simeon Palios
For and on behalf of
Likiep Shipping Company Inc.

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/s/ Simeon Palios
For and on behalf of
Orangina Inc.
/s/ Simeon Palios
For and on behalf of
Rongerik Shipping Company Inc.
/s/ Simeon Palios
For and on behalf of
Utirik Shipping Company Inc.
/s/ Simeon Palios
For and on behalf of
Lemongina Inc.
/s/ Simeon Palios
For and on behalf of
Nauru Shipping Company Inc.
/s/ Simeon Palios
For and on behalf of
Oruk Shipping Company Inc.

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12 WEST NON-BINDING FINANCING PROPOSAL

For discussion purposes only

July 9, 2014

Company:	Diana Containerships Inc., a Marshall Islands corporation (NASDAQ: DCIX) (the "Company").
Investors:	(i) Investment funds managed by, or otherwise affiliated with, 12 West Capital Management LP (" 12 West "), (ii) Diana Shipping Inc. (" DSX "), and (iii) other members of senior management of DSX who are accredited investors and acceptable to 12 West (" DSX Management ").
Investment Amount:	An aggregate of (i) Forty Million United States Dollars (U.S.$40,000,000) by 12 West, (ii)  Forty Million United States Dollars (U.S.$40,000,000) by DSX and (iii) additional funds in an amount to be agreed by the parties by one or more members of DSX Management (including Simeon Palios).
Price per Share:	The 30-day VWAP of the Company's Common Stock prior to the Closing Date.
Anticipated Closing Date:	On or about July [15] 2014 (the " Closing Date ").
Use of Proceeds:	The Company shall use the proceeds from the financing for general corporate purposes, including the acquisition of additional vessels.
Securities:	Shares of Common Stock, par value $0.01 per share, of the Company (the " Shares ").
Registration Rights:	The Company agrees that, within thirty (30) days following the Closing Date, it shall file a registration statement on Form F‑3 with the U.S. Securities and Exchange Commission (" SEC ") registering for resale all of the Shares.  The Company shall use its commercially reasonable best efforts to have the registration statement declared effective at the earlier of: (i) one hundred twenty (120) days from the Closing Date; and (ii) five (5) days after receiving no review or no further review from the SEC. Customary late filing and late or suspended effectiveness penalties to apply.  If because of applicable law, rules or regulations (including the rules governing the use of the F-3 registration statement or its successor) of the SEC, or based upon comments received from the Staff of the SEC, less than all of the Shares included in the registration statement are permitted to be so included, the Company shall include in the registration statement only that number of Shares permitted to be so included and the Company shall thereafter prepare and file additional registration statements as soon as permitted to register for resale any Shares excluded from the registration statement.  In addition, the Company shall grant the Investors such other registration rights as are customary for this type of financing, including three demand registrations and unlimited piggyback registration rights, and shall not grant any registration rights with priority to the registration rights of the Investors contemplated hereby without the prior written consent of the Investors.

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Negative Covenant:	12 West would agree, for so long as it owns Shares constituting 10% or more of the outstanding Common Stock of the Company:   (a) not to nominate any candidates for the Board of Directors outside the nominations supported by the Board; and   (b) not to (without the consent of the Company), (A) directly or indirectly, acquire, offer or agree to acquire, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the Company (collectively "Voting Securities") (other than the Shares contemplated to be purchased pursuant to this proposal) in excess of the amount equal to the sum of (i) the Voting Securities 12 West owns on the date hereof and (ii) the voting securities to be acquired by 12 West pursuant to this proposal, or (B) cause 12 West or any successor to or person in control of 12 West to make, or in any way participate, directly or indirectly in, any "solicitation" of "proxies" to vote, form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing; or knowingly advise, assist or encourage any other person in connection with the foregoing (unless pursuant to the exercise of pre-emptive rights and other customary exceptions).  For the avoidance of doubt, even when so restricted, 12 West may, with the consent of the Company, make open market purchases of additional securities of the Company.
Dividends:	Commencing with the dividend payable with respect to the second quarter of 2014 and for not less than four consecutive quarters thereafter, the Company shall not declare or pay dividends in excess of $0.01 per share on an annualized basis; provided however, that in the event of a material improvement in the container shipping market, the board of directors of the Company may change the dividend policy to resume the payment of dividends if determined to be in the best interests of the Company and its shareholders.
Voting Rights; Protective Provisions:	Holders of the Shares shall have the same voting rights and privileges as other holders of common stock of the Company.
Observer and Information Rights:	12 West shall have the right to designate at least one person to observe Board of Directors' meetings and Audit Committee meetings, with receipt of all Board of Directors' (and Audit Committee members') information, and shall have other customary information rights.
Pre-emptive Rights:	The Investors shall have the right, but not the obligation, to participate in new issuances of equity or equity-linked securities by the Company, pro rata based on their respective share ownership at the time of the issuance (subject to customary exclusions).
Conditions Precedent:	The obligation of 12 West, DSX and members of DSX management to purchase the Shares, and the obligation of the Company to sell and issue the

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	Shares, shall be subject to customary conditions precedent, including, without limitation: (a) negotiation, completion and execution of definitive agreements, including a Securities Purchase Agreement, Registration Rights Agreement and such other documentation customary for financings of this type, all of which must be in form and substance satisfactory to the Investors; (b) completion by the Investors of their due diligence investigation of the Company, satisfactory to the Investors; (c) approval of the financing transaction by the respective Boards of Directors of DSX and the Company or their respective independent committee thereof; (d) receipt of all necessary or appropriate governmental, regulatory and other third party approvals, consents and waivers (including from any securities exchange on which the common stock is listed or quoted); (d) contemporaneous purchase and sale of Shares by DSX and DSX Management of their agreed Investment Amounts (as set forth above), upon the same terms and conditions (including price per share) as the Investors; and (f) the Company shall have waived or caused to become inapplicable any "poison pill," business combination statute and anti-takeover statute applicable to the financing (if any).
Expenses:	At the closing of the financing, the Company will pay the fees and expenses incurred by 12 West, DSX and any member of DSX's management co-investing with 12 West and DSX in connection with the negotiation, preparation and execution of any definitive agreements, including without limitation (i) attorneys' fees and expenses, subject to a cap on attorney's fees for each party of USD$ 50,000, (ii) financial advisory fees payable to advisors retained by the Board of Directors (or independent committees thereof) of DSX or the Company, and (iv) the costs associated with any fairness or similar opinion given in connection with the financing transaction.
Confidentiality:	The terms set forth in Financing Proposal, including its existence, shall be considered confidential information and shall not be disclosed to any third party by the Company or any party to this term sheet or any of their respective affiliates, except as agreed in writing by the Company and 12 West.
Governing Law:	This Financing Proposal and any definitive agreements entered into in connection herewith shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.
Non-Binding Indication of Interest:	It is not the intention of the parties that this Financing Proposal, or any action of any of the parties with respect hereto, be, or be deemed to constitute, a legally binding obligation of any of the parties, except that this paragraph and the provisions entitled "Confidentiality" and "Governing Law" above shall be binding and enforceable obligations of the parties.  Any other legally binding obligation with respect to the proposed issuance or sale of the Shares shall exist only upon the execution and delivery of definitive agreements and all rights and obligations of the parties shall be governed by such definitive agreements.

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Accepted and agreed this 9th day of July, 2014

			COMPANY:
			DIANA CONTAINERSHIPS INC.
			By:	/s/ Ioannis Zafirakis
			Name: Ioannis Zafirakis
			Title: Director, Chief Operating Officer and Secretary
			INVESTORS:
			12 WEST CAPITAL MANAGEMENT LP
			By:	/s/ Jim Gilmore
			Name: Jim Gilmore
			Title: CFO
			DIANA SHIPPING INC.
			By:	/s/ Anastasios Margaronis
			Name: Anastasios Margaronis
			Title: Director and President
			/s/ Simeon Palios
			Simeon Palios

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Date May 20, 2013

DIANA SHIPPING INC.

as Lender

- and-

ELUK SHIPPING COMPANY INC.

as Borrower

- and-

DIANA CONTAINERSHIPS INC .

as Guarantor

LOAN AGREEMENT

relating to an unsecured term loan facility

of up to US$50,000,000 to be used for

general corporate purposes and working

capital requirements

---

THIS AGREEMENT is made on May 20, 2013.

BETWEEN

(1)	DIANA SHIPPING INC., a corporation incorporated under the laws of The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the " Lender "), as lender;

(2)

ELUK SHIPPING COMPANY INC., a corporation incorporated under the laws of The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and any wholly-owned subsidiary of the Guarantor that becomes an Additional Borrower pursuant to Section 12 hereof (each a " Borrower ", collectively the "Borrowers"), as borrowers; and

(3)	DIANA CONTAINERSHIPS INC., a corporation incorporated under the laws of The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the " Guarantor "), as guarantor.

BACKGROUND

The Lender has agreed to make available to the Borrowers an unsecured term loan facility of up to Fifty million United States Dollars (US$50,000,000) in up to five (5) advances for general corporate purposes and working capital requirements.

IT IS AGREED as follows:

1    INTERPRETATION

1.1              Definitions.

" Additional Borrower " means any wholly-owned subsidiary of the Guarantor who becomes a party to this Loan Agreement pursuant to Section 12 by executing an Accession Agreement in substantially the form attached hereto as Schedule II and an amended Note.

" Advance(s) " means any amount advanced to the Borrower with respect to the Loan pursuant to Section 2 or (as the context may require) the aggregate amount of all Advances for the time being outstanding;

" Agreement "   means this unsecured term loan facility agreement, as the same shall be amended, modified or supplemented from time to time;

" Availability Period " means the period commencing on the date of this Agreement and ending on the date falling six (6) months after such date;

" Back End Fee " shall have the meaning ascribed thereto in Clause 10;

" Banking Day(s) " means day(s) on which banks are open for the transaction of business in Athens and New York;

" Borrower(s) " shall have the meaning ascribed thereto in the preamble and as the context may require shall include any Additional Borrowers;

" Dollars " and the sign " $ " means the legal currency at any relevant time hereunder, of the United States of America ;

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" Drawdown Date " means in relation to an Advance, the date, being a Banking Day, upon which the Borrower requested that an Advance be made available to the Borrower, and such Advance is made, as provided in Section 2;

" Drawdown Notice " means a notice by which an Advance is requested to be made by the Borrower substantially in the form of Schedule 1 hereto;

" Events of Default " means any of the events or circumstances described in Clause 7;

" Indebtedness " means, as to the Borrower, without duplication, (i) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn under all letters of credit, bankers' acceptances and similar obligations issued for the account of the Borrower and all unpaid drawings in respect of such letters of credit, bankers' acceptances and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), or (v) of this definition secured by any lien on any property owned by the Borrower, whether or not such indebtedness has been assumed by the Borrower (provided that, if the Borrower has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such lien relates as determined in good faith by the Borrower, (iv) all contingent obligations of the Borrower for payment or repayment of money , and (v) all obligations under any hedging agreement or under any similar type of agreement , in each case where the amounts described in clauses (i) through (iv) equal or exceed one million dollars ($1,000,000) ;

" Interest Period " means a period determined in accordance with Clause 5;

" Lender " shall have the meaning ascribed thereto in the preamble;

" LlBOR " means the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on REUTERS BBA Page LIBOR 01 at or about 11.00 a.m. (London time) on the Quotation Date for that Interest Period (and, for the purposes of this Agreement, "REUTERS BBA Page LIBOR 01" means the display designated as the "REUTERS BBA Page LlBOR 01" on the Reuters Money News Service or such other page as may replace REUTERS BBA Page LlBOR 01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for Dollars);

" Loan " means the term loan to be made available to the Borrower by the Lender in an amount not exceeding Fifty million Dollars ($50,000,000) in up to five (5) advances pursuant to Section 2 hereof;

" Margin " means five per cent. per annum;

" Note "   means the promissory note to be executed by a Borrower to the order of the Lender to evidence the Loan, substantially in the form set out in Exhibit A, which Note may be amended from time to time to reflect Additional Borrowers;

" Prepayment Date " shall have the meaning ascribed thereto in Clause 10;

" Repayment Date " means the fourth anniversary of the first Drawdown Date, on which day the Loan is to be repaid;

" Vessels " means any vessel purchased by a Borrower after the execution date of this Agreement.

2    FACILITY

2.1	Amount of facility . Subject to the other provisions of this Agreement, the Lender shall make available to the Borrowers the Loan in up to five (5) advances.

---

2.2

Purpose of Loan . The Borrowers undertake to use the Loan for general corporate purposes, working capital requirements and for partially financing the acquisition cost of the Vessels; provided , however , that all Vessels shall be acquired by a Borrower within twelve (12) months of the execution of this Agreement.

3    DRAWDOWN

3.1

Request for Advance . Subject to the following conditions, a Borrower may request an Advance be made by no later than 2 Banking Days prior to the intended Drawdown Date.  A Borrower may request an Advance for up to the full undrawn portion of the Loan at any time.  Any person becoming an Additional Borrower may request an Advance in an amount not exceeding the undrawn portion of the Loan and all Borrowers shall execute an amended and restated Note pursuant to which all Borrowers will be jointly and severally liable for the entirety of the Loan.

3.2              Availability . The conditions referred to in Clause 3.1 are that:

a)

the Drawdown Date has to be a Banking Day during the Availability Period; and

b)

the aggregate amount of all Advances shall not exceed $50,000,000.

4    INTEREST

4.1	Payment of normal interest . Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrowers on the last day of that Interest Period.

4.2	Normal rate of interest . Subject to the provisions of this Agreement, the rate of interest on the Loan shall be the aggregate of (i) the Margin, and (ii) LIBOR for that Interest Period.

5    INTEREST PERIODS

5.1	Commencement of Interest Periods. The first Interest Period applicable to an Advance shall commence on the Drawdown Date relative to that Advance and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

5.2              Duration of Interest Periods . each Interest Period shall be:

a)

3 or 6 months; or

b)

such other period as the Lender may agree with the Borrowers.

6    REPAYMENT AND PREPAYMENT

6.1	Repayment . Subject to the provisions of this Section 6 regarding voluntary prepayments and the application thereof, each Borrower shall, on the Repayment Date, repay the principal amount of the Loan for which such Borrower is obligated under the applicable Note, and accrued interest thereon.

6.2	Voluntary prepayment . Each Borrower may prepay the whole or any part of the Loan, without penalty, at any time during the term of the Loan.

7    EVENTS OF DEFAULT

7.1              Events of Default . An Event of Default occurs if:

a)

a Borrower fails to pay when due or (if so payable) on demand any sum payable under this Agreement; or

---

b)

any formal declaration of bankruptcy or any formal statement to the effect that any Borrower or the Guarantor is insolvent or likely to become insolvent is made by any third party; or a provisional liquidator is appointed in respect of the any or Guarantor, a winding up order is made in relation to the Borrower or Guarantor; or

c)

any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Lender is similar to any of the foregoing; or

d)

a change of control, merger or acquisition with respect to any Borrower or the Guarantor; or

e)

any Borrower fails to pay any Indebtedness in the outstanding principal amount equal to or exceeding Five Hundred Thousand Dollars ($500,000) or such Indebtedness is, or by reason of such default is subject to being, accelerated or any party becomes entitled to enforce the security for any such Indebtedness and such party shall take steps to enforce the same, unless such default or enforcement is being contested in good faith and by appropriate proceedings or other acts and the Borrower shall set aside on its books adequate reserves with respect thereto.

For purposes of this Agreement, the term "Change of Control" shall mean the:

(i) acquisition by any individual, entity or group of beneficial ownership of thirty-five per cent (35%) or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however , that this Clause shall not apply to an individual, entity or group that beneficially owns twenty-five percent (25%) or more as of the date the Company's common shares are approved for listing on the NASDAQ;

(ii) consummation of a reorganization, merger or consolidation of the Company or the sale or other disposition of all or substantially all of the assets of the Company and/or the Affiliates; or

(iii) approval by shareholders of the Company of a complete liquidation or dissolution of the Company.

7.2	Actions following an Event of Default . On, or at any time after, the occurrence of an Event of Default the Lender may:

a)

serve on the Borrowers a notice stating that all obligations of the Lender to the Borrowers under this Agreement are terminated, provided that no notice shall be required in connection with the events contemplated by 7.1(b) and (c); and/or

b)

serve on the Borrowers a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand, provided that no notice shall be required in connection with the events contemplated by 7.1(b) and (c); and/or

c)

take any other action which, as a result of the Event of Default or any notice served under paragraph (a) or (b), the Lender is entitled to take under any applicable law.

7.3	Termination of Loan . On the service of a notice under paragraph (a) of Clause 7.2, the Loan and all other obligations of the Lender to the Borrowers under this Agreement shall terminate.

7.4	Acceleration of Loan . On the service of a notice under paragraph (b) of Clause 7.2, the Loan, all accrued interest and all other amounts accrued or owing from the Borrowers under this Agreement shall become immediately due and payable or, as the case may be, payable on demand.

8    NOTICES

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8.1

General . All notices, requests, demands and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission or similar writing) and shall be given to the Borrowers, the Guarantor and the Lender at their respective address or facsimile number set forth below or at such other address or facsimile numbers as such party may hereafter specify for the purpose by notice to each other party hereto.  Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 8.1 and telephonic confirmation of receipt thereof is obtained or (ii) if given by mail, prepaid overnight courier or any other means, when received at the address specified in this Section or when delivery at such address is refused.

8.2              Addresses for communications . A notice shall be sent:

a)		to the Borrower:		Eluk Shipping Company Inc.
				c/o Unitized Ocean Transport Limited Pendelis 18, 175 64 Palaio Faliro
				Athens
				Greece
		Fax No.		+30 216 6002599
b)		to the Guarantor:		Diana Containerships Inc.
				c/o Unitized Ocean Transport Limited Pendelis 18, 175 64 Palaio Faliro
				Athens
				Greece
		Fax No.		+30 216 6002599
c)		to the Lender		Diana Shipping Inc.
				Pendelis 16, 175 64 Palaio Faliro
				Athens
				Greece
		Fax No.		+30 210 9470 101

9    COVENANTS

9.1

Liens.  No Borrower shall create, assume or permit to exist, any mortgage, pledge, lien, charge, encumbrance or any security interest whatsoever upon any vessel acquired by such Borrower with respect to which a portion of the funding was obtained pursuant to the terms of this Agreement except (a) liens in favor of the Lender, (b) pledges or deposits to secure obligations under workmen's compensation laws or similar legislation, deposits to secure public or statutory obligations, warehousemen's or other like liens, or deposits to obtain the release of such liens and deposits to secure surety, appeal or customs bonds on which such Borrower is the principal, as to all of the foregoing, only to the extent arising and continuing in the ordinary course of business or (c) other liens, charges, encumbrances, pledges and deposits to secure obligations incidental to the conduct of the business of each such party, the ownership of any such party's property and assets and which do not in the aggregate materially detract from the value of each such party's property or assets or materially impair the use thereof in the operation of its business.

9.2	Indebtedness.  No Borrower shall incur, and the Guarantor shall not incur and shall not permit any Borrower or any other subsidiary of the Guarantor to incur, any Indebtedness without the prior written consent of the Lender.

10    FEES AND EXPENSES

10.1

Back End Fee.  The Borrowers, jointly and severally, agree to pay to the Lender, on the earlier of the Repayment Date or any date on which a voluntary prepayment is paid pursuant to Section 6.2 hereof (each a "Prepayment Date"), a back end fee in an amount equal to one and one quarter per cent. per annum

---

(1.25%) of (i) the total amount of the Loan outstanding, with respect to a repayment made on the Repayment Date, or (ii) the amount of any prepayment made on a Prepayment Date (the "Back End Fee"), provided that such Back End Fee shall not exceed, in the aggregate for all Borrowers, $2,500,000.

11     Guarantee

11.1	Guarantee and indemnity.   In order to induce the Lender to make the Loan to the Borrower, the Guarantor irrevocably and unconditionally:

a.)

guarantees, as a primary obligor and not merely as a surety, to Lender, the punctual payment and performance by each Borrower when due, whether at stated maturity, by acceleration or otherwise, of all obligations of the Borrower hereunder, whether for principal, interest, fees, expenses or otherwise (collectively, the " Guaranteed Obligations ");

b.)

undertakes with the Lender that whenever any Borrower does not pay any Guaranteed Obligation when due, the Guarantor shall immediately on demand pay that Guaranteed Obligation as if it were the primary obligor; and

c.)

indemnifies the Lender immediately, on demand, against any cost, loss or liability suffered or incurred by the Lender if any Guaranteed Obligation is or becomes unenforceable, invalid or illegal.

11.2

Waiver of promptness, etc.   The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations.

11.3	Waiver of revocation.   The Guarantor hereby unconditionally and irrevocably waives any right to revoke this guarantee.

12    ADDITIONAL BORROWERS

12.1

The parties acknowledge and agree that one or more current or future wholly-owned subsidiaries of the Guarantor may become Additional Borrowers under the Loan Agreement by executing and delivering an Accession Agreement, in substantially the form attached hereto as Schedule II , and an amended and restated Note, pursuant to which such Addition Borrower(s) shall agree to be bound by all terms and provisions of the Loan Agreement and the Note, and the Guarantor hereby guarantees all Guaranteed Obligations of such Additional Borrower.

12.2	Such Additional Borrowers shall be entitled to request Advances under this Loan Agreement in accordance with Section 3 hereof.  In addition, the parties agree that all Borrowers shall be jointly and severally liable for all distributed before and after such Borrower became a party hereto.

13     AMENDMENT

13.1	No amendment or supplement to this Loan Agreement or the Note shall be made without the prior written consent of The Royal Bank of Scotland plc, provided however , that no consent shall be required with respect to an amendment or supplement made in accordance with Section 12 hereof.

14   APPLICABLE LAW, JURISDICTION AND WAIVER

14.1              Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.

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14.2              Jurisdiction.  The Borrowers and the Guarantor hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York in any action or proceeding brought against it by the Lender under this Agreement or under any document delivered hereunder.  By executing and delivering this Agreement, each of the Borrowers and the Guarantor, for itself and in connection with its properties, hereby expressly and irrevocably (i) submits generally and unconditionally to the exclusive jurisdiction and venue of such courts, (ii) waives jurisdiction and venue of courts in any other jurisdiction in which it may be entitled to bring suit by reason of its present and future domicile or otherwise and any defense of forum non conveniens and (iii) agrees that service delivered to the addresses provided in Section 8 hereof and in accordance with Section 8 hereof is sufficient to confer personal jurisdiction over it in any such proceeding in any such court and (iv) agrees that such service is and would be effective and binding in every respect under the Federal Rules of Civil Procedure and the New York Practice Law and Rules, and the Borrower waives any defense or objection of insufficient service or service of process or of lack of personal jurisdiction.  Notwithstanding anything herein to the contrary, the Lender may bring any legal action or proceeding in any other appropriate jurisdiction.

14.3              WAIVER OF IMMUNITY. TO THE EXTENT THAT ANY BORROWER OR THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM SUIT, JURISDICTION OF ANY COURT OR ANY LEGAL PROCESS (WHETHER THROUGH ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL PROCESS OR REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH BORROWER AND THE GUARANTOR EACH HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTE, AND ANY INTEREST RATE AGREEMENT.

14.4              WAIVER OF JURY TRIAL.  IT IS AGREED BETWEEN THE BORROWERS, THE GUARANTOR AND THE LENDER THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND THE NOTE.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

BORROWER
SIGNED by		)
Margarita Veniou		)
for and on behalf of		)
Eluk Shipping Company Inc.		)
in the presence of:		)
GUARANTOR
SIGNED by		)
Anastasios Margaronis		)
for and on behalf of		)
Diana Containerships Inc.		)
in the presence of:		)
LENDER

---

SIGNED by		)
Simeon Palios		)
for and on behalf of		)
Diana Shipping Inc.		)
in the presence of:		)

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SCHEDULE 1

DRAWDOWN NOTICE

To:	Diana Shipping Inc. Greece

Attention:

		[]

DRAWDOWN NOTICE

We refer to the loan agreement (the " Loan Agreement ") dated May    , 2013 and made between ourselves, as Borrower, and yourselves as Lender in connection with a facility of up to Fifty million Dollars ($50,000,000). Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.

We request to borrow as follows:

Amount of Advance: $[];

Drawdown Date: [];

Duration of the first Interest Period shall be [] months; and

Payment instructions: account in our name and numbered [] with [] of [].

We represent and warrant that:

no Event of Default or potential Event of Default has occurred or will result from the borrowing of the Advance.

This notice cannot be revoked without the prior consent of the Lender.

[name of signatory]

Chief Financial Officer

For and on behalf of

Diana Containerships Inc.

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ACCESSION AGREEMENT

to

LOAN AGREEMENT

dated as of May   , 2012

as further amended or supplemented

by and between

DIANA SHIPPING INC.

as Lender

- and-

ELUK SHIPPING COMPANY INC.

as Borrower

- and-

DIANA CONTAINERSHIPS INC .

as Guarantor

__, 2013

---

ACCESSION AGREEMENT

to

LOAN AGREEMENT

THIS ACCESSION AGREEMENT TO LOAN AGREEMENT dated as of May  , 2013, (the "Loan Agreement") is made as of the       day of        (the " Accession Agreement "), by and among Diana Shipping Inc., a corporation incorporated under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the " Lender "), as lender; Eluk Shipping Company Inc., a corporation incorporated under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, and       (the " Borrower "), as borrower; and Diana Containerships Inc., a corporation incorporated under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as guarantor (the " Guarantor ").  Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement.

WITNESSETH THAT:

WHEREAS, the Lender, the Borrower(s) and the Guarantor desire that              (the "Additional Borrower(s)"), becomes an additional Borrower under the Loan Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as set forth below:

1.              Amendments to the Loan Agreement .  The parties hereto agree that effective as of the date hereof the Loan Agreement is amended as follows(a)    All references in the Loan Agreement to "this Agreement" shall be deemed to refer to the Loan Agreement as amended and supplemented hereby;

2.              Binding Nature .  The Additional Borrower(s) agrees to be bound by all terms and provisions of the Loan Agreement and the Note applicable to it as a Borrower.

3.              Consent, Agreement and Re-Affirmation .  The Guarantor hereby reaffirms its obligations under the Loan Agreement of the obligations of the Borrower to the Lender under or in connection with the Loan Agreement, as amended hereby.

4.              No Other Amendment .  Except as amended hereby, the terms and conditions of the Loan Agreement shall remain in full force and effect and the Loan Agreement shall be read and construed as if the terms of this Accession Agreement were included therein by way of addition or substitution, as the case may be.

5.              Counterparts .  This Accession Agreement may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original but all such counterparts shall constitute but one and the same agreement.

6.              Notices .  Addresses for communications shall be sent to the Additional Borrower(s) at the following in accordance with Section 8.2 of the Loan Agreement:

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7.              Governing Law .  This Accession Agreement shall be governed by and construed in accordance with the laws of the State of New York.

8.              Accession Agreement Effective Date .  All references to the Loan Agreement on and after the date hereof shall be deemed to refer to the Loan Agreement as amended and supplemented hereby, and the parties hereto agree that on and after the date hereof, the Loan Agreement, as amended and supplemented hereby, is in full force and effect.

[Signature Pages Follow]

THIS ACCESSION AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

ADDITIONAL BORROWER
SIGNED by		)
		)
for and on behalf of		)
		)
in the presence of:		)
GUARANTOR
SIGNED by		)
		)
for and on behalf of		)
Diana Containerships Inc.		)
in the presence of:		)
LENDER
SIGNED by		)
		)
for and on behalf of		)
Diana Shipping Inc.		)
in the presence of:		)

 

 

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Exhibit 99.5

 

July 28, 2014

FIRST AMENDMENT TO

LOAN AGREEMENT

relating to an unsecured term loan facility

of up to US$50,000,000 to be used for

general corporate purposes and working

capital requirements

by and between

DIANA SHIPPING INC.

as Lender

- and-

ELUK SHIPPING COMPANY INC.

as Borrower

- and-

DIANA CONTAINERSHIPS INC .

as Guarantor

---

This AMENDMENT (the "Amendment")   dated July 28, 2014   to that certain loan agreement dated as of May 20, 2013 is made on July 28, 2014.

BETWEEN

(1)	DIANA SHIPPING INC., a corporation incorporated under the laws of The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the " Lender "), as lender;

(2)

ELUK SHIPPING COMPANY INC., a corporation incorporated under the laws of The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and any wholly-owned subsidiary of the Guarantor that becomes an Additional Borrower pursuant to Section 12 hereof (each a " Borrower ", collectively the "Borrowers"), as borrowers; and

(3)	DIANA CONTAINERSHIPS INC., a corporation incorporated under the laws of The Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the " Guarantor "), as guarantor.

Unless otherwise indicated, capitalized terms used in this Amendment are used with the meanings attributed thereto in the Loan Agreement.

WHEREAS , the parties wish to amend the Loan Agreement as hereinafter set forth;

NOW, THEREFORE , in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

(A)	The definition of "Indebtedness" set forth in Section 1.1 of the Loan Agreement is deleted in its entirety and replaced with the following:

" Indebtedness " means, as to the Borrower, without duplication, (i) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn under all letters of credit, bankers' acceptances and similar obligations issued for the account of the Borrower and all unpaid drawings in respect of such letters of credit, bankers' acceptances and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), or (v) of this definition secured by any lien on any property owned by the Borrower, whether or not such indebtedness has been assumed by the Borrower (provided that, if the Borrower has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such lien relates as determined in good faith by the Borrower, (iv) all contingent obligations of the Borrower for payment or repayment of money, and (v) all obligations under any hedging agreement or under any similar type of agreement, in each case where the amounts described in clauses (i) through (iv) equal or exceed one million dollars ($1,000,000);

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(B)              Section 7.1 of the Loan Agreement by adding to following

For purposes of this Agreement, the term "Change of Control" shall mean the:

(i) acquisition by any individual, entity or group of beneficial ownership of thirty-five per cent (35%) or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, provided, however , that this Clause shall not apply to an individual, entity or group that beneficially owns twenty-five percent (25%) or more as of the date the Company's common shares are approved for listing on the NASDAQ;

(ii) consummation of a reorganization, merger or consolidation of the Company or the sale or other disposition of all or substantially all of the assets of the Company and/or the Affiliates; or

(iii) approval by shareholders of the Company of a complete liquidation or dissolution of the Company.

(C)

Confirmation of Agreement .  Except as expressly set forth herein, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms, and each reference in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

(D)

Counterparts; Effectiveness .  This Amendment may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document.  All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.  This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

(E)	Governing Law .  The laws of the State of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties, without regard to the principles of conflicts of laws thereof.

[Signature page follows]

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THIS AMENDMENT has been entered into on the date stated above

BORROWER
SIGNED by		)
Margarita Veniou		) /s/ Margarita Veniou
for and on behalf of		) Margarita Veniou
Eluk Shipping Company Inc.		) /s/ Ioannis Zafirakis
in the presence of:		) Iaonnis Zafirakis
GUARANTOR
SIGNED by		)
Anastasios Margaronis		) /s/ Anastasios Margaronis
for and on behalf of		) Anastasios Margaronis
Diana Containerships Inc.		) /s/ Ioannis Zafirakis
in the presence of:		) Ioannis Zafirakis
LENDER
SIGNED by		)
Simeon Palios		) /s/ Simeon Palios
for and on behalf of		) Simeon Palios
Diana Shipping Inc.		) /s/ Ioannis Zafirakis
i n the presence of:		) Ioannis Zafirakis

 

 

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Exhibit 99.6

DIANA ENTERPRISES INC.

THIS AGREEMENT dated this 9 ^th day of April 2014 by and between Diana Containerships Inc., a Marshall Islands company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Company") and Diana Enterprises Inc., a Marshall Islands company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Broker").

BY WHICH, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

1.              The Company. Diana Containerships Inc. is a Marshall Islands corporation founded in 2010 to own containerships and pursue containership acquisition opportunities. Diana Containerships Inc. intends to continue to capitalize on investment opportunities by purchasing additional containerships in the secondhand market, from other companies, shipyards and lending institutions, and may also enter into newbuilding contracts with shipyards for new containerships..

2.              Engagement. The Company hereby engages the Broker to act as broker for the Company and for any of its affiliates as directed by the Company to assist the Company in the provision of the Services by providing to the Company or to an entity designated by the Company from time to time, brokerage services relating to the purchase, sale or chartering of vessels, brokerage services relating to the repairs and other maintenance of vessels, and any relevant consulting services permitted by Greek laws or the Broker's Law 27/1975 license (collectively the "Brokerage Services"), and the Broker hereby accepts such appointment.

3.              Duration. The duration of the engagement shall be for a term of nine (9) months commencing on the 1 ^st day of July 2014 and ending (unless terminated earlier on the basis of any other provision of this Agreement) on the 31 ^st day of March 2015 (the said period being hereinafter referred to as the "Term").

4.              Representations of Broker . The Broker represents that it has personnel fully qualified, without the benefit of any further training or experience and has obtained all necessary permits and licenses, to perform the Brokerage Services. The duties of the Broker shall be offered on a worldwide basis. Broker's duties and responsibilities hereunder shall always be subject to the policies and directives of the board of directors of the Company as communicated from time to time to the Broker.  Subject to the above, the precise duties, responsibilities and authority of the Broker may be expanded, limited or modified, from time to time, at the discretion of the board of directors of the Company.

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5.              Commission. The Company shall pay the Broker a lump sum commission in the amount of US$120,833 per month, payable at the beginning of every quarter, starting on the 1 ^st day of July 2014, subject to required deductions and withholdings. Commissions on a percentage basis for specific deals may be agreed by separate agreements in writing.

6.              Expenses . The Company shall not pay or reimburse the Broker for any out-of pocket expenses as such expenses are included in the commission paid to the Broker.

7.              Termination. This Agreement, unless otherwise agreed in writing between the parties, shall be terminated as follows:

(a)        At the end of the Term, unless extended by mutual agreement in writing.

(b)        The parties, by mutual agreement, may terminate this Agreement at any time.

(c)        Either party may terminate this Agreement for any material breach by the other party of their respective obligations under this Agreement.

8.              Change of Control.

(a)        In the event of a "Change in Control" (as defined herein) within the duration of this agreement, the Broker has the option to terminate this Agreement within six (6) months following such Change in Control, and shall be eligible to receive the payment specified in sub-paragraph (c), below, provided that the conditions of said paragraph are satisfied.

(b)        For purposes of this Agreement, the term "Change of Control" shall mean the:

(i)              acquisition by any individual, entity or group of beneficial ownership of twenty-five percent (25%) or more of either (A) the then-outstanding shares of common stock of the Company (B)   the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that this Clause 8(b)(i) shall not apply to an individual, entity or group that beneficially owns twenty-five percent (25%) or more as of the date the Company's common shares are approved for listing on the NASDAQ.

(ii)           consummation of a reorganization, merger or consolidation of the Company or the sale or other disposition of all or substantially all of the assets of the Company and/or of the Affiliates; or

(iii)              approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

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(c)              If the Broker terminates this Agreement within six (6) months following a Change of Control, the Broker shall receive a payment equal to three (3) years' annual commission. Receipt of the foregoing shall be contingent upon the Broker's execution and non-revocation of a Release of Claims in favor of the Company and the Affiliates in a form that is reasonably satisfactory to the Company and its counsel.

9.              Notices . Every notice, request, demand or other communication under this Agreement shall:

(a)              be in writing delivered personally or by courier or by fax or shall be served through a process server;

(b)              be deemed to have been received, subject as otherwise provided in this Agreement in the case of fax upon receipt of a successful transmission report (or —if sent after business hours— the following business day) and in the case of a letter when delivered personally or through courier or served at the address below; and

(c)              be sent:

 

(i)      If to the Company, to:

c/o Unitized Ocean Transport Limited

Pendelis 18, Palaio Faliro, 175 64

Athens, Greece

Telephone: +30 216 6002400

Telefax: +30 216 6002599

Attn: Director and President

(ii)      If to the Broker, to:

c/o Diana Enterprises Inc.

Pendelis 26, Palaio Faliro, 175 64

Athens, Greece

Telephone: +30 210 9470150

Telefax: +30 210 9470151

Attn: Director and President

or to such other person, address or telefax, as is notified by the relevant Party to the other Party to this Agreement and such notification shall not become effective until notice of such change is actually received by the other Party. Until such change of person or address is notified, any notification to the above addresses and fax numbers are agreed to be validly effected for the purposes of this Agreement.

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          10.               Entire Agreement. This Agreement supersedes all prior agreements written or oral, with respect thereto.

11.              Amendments. This Agreement may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived, only by a written instrument signed by the parties.

12.              Independent Contractor. All services provided hereunder shall be provided by the Broker as an independent contractor. No employment contract, partnership or joint venture between the Broker and the Company has been created in or by this Agreement or as a result of services provided hereunder.

13.              Assignment. This Agreement, and the Broker's rights and obligations hereunder, may not be assigned by the Broker; any purported assignment in violation hereof shall be null and void.  This Agreement, and the Company's rights and obligations hereunder, may not be assigned by the Company; provided, however, that in the event of any sale, transfer or other disposition of all or substantially all of the Company's assets and business, whether by merger, consolidation or otherwise, the Company shall assign this Agreement and its rights hereunder to the successor to its assets and business.

14.              Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representative.

15.              Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

16.              Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

17.              Governing Law and Jurisdiction.

(a)              This Agreement shall be governed by and construed in accordance with English Law.

(b)              Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this clause.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DIANA CONTAINERSHIPS INC.
/s/ Symeon Palios
By: Symeon Palios
Title: Director, Chief Executive Officer and
Chairman of the Board

DIANA ENTERPRISES INC.
/s/ Ioannis Zafirakis
By: Ioannis Zafirakis
Title: Director and Treasurer

 

 

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Exhibit 99.7

 

 

AMENDMENT TO BROKER SERVICES AGREEMENT

             This Amendment (the "Amendment") to that certain Broker Services Agreement dated as of April 9, 2014 (the "Agreement") by and among DIANA CONTAINERSHIPS INC. (the "Company") and DIANA ENTERPRISES INC. ("Diana Enterprises") is entered into as of July 28, 2014, by and among the Company and Diana Enterprises.

             Unless otherwise indicated, capitalized terms used in this Amendment are used with the meanings attributed thereto in the Agreement.

W I T N E S S E T H:

             WHEREAS, the parties wish to amend the Agreement as hereinafter set forth;

             NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

In order to increase the percentage of beneficial ownership of voting securities of the Company for the purposes of the definition of "Change of Control" under the Agreement, Section 8(b)(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

(i)              acquisition by any individual, entity or group of beneficial ownership of thirty-five percent (35%) or more of either (A) the then-outstanding shares of common stock of the Company (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that this Clause 8(b)(i) shall not apply to an individual, entity or group that beneficially owns twenty-five percent (25%) or more as of the date the Company's common shares are approved for listing on the NASDAQ .

Confirmation of Agreement .  Except as expressly set forth herein, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms, and each reference in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

Counterparts; Effectiveness .  This Amendment may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document.  All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.  This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Governing Law .  The laws of the State of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties, without regard to the principles of conflicts of laws thereof.

[Signature page follows]

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IN WITNESS WHEREOF , this Amendment has been duly executed by each of the parties hereto as of the date first written above.

	DIANA CONTAINERSHIPS INC.
	By:	/s/ Symeon Palios
		By: Symeon Palios
		Title: Director, Chief Executive Officer and
		Chairman of the Board

	DIANA ENTERPRISES INC.
	By:	/s/ Ioannis Zafirakis
		By: Ioannis Zafirakis
		Title: Director and Treasurer