STEAMSHIP
SHIPBROKING ENTERPRISES INC. 


            THIS
AGREEMENT dated this 1st day of July 2020 by and between Diana
Shipping Inc., a Marshall Islands company having its registered office at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 (the "Company") and Steamship Shipbroking 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 Shipping Inc. is a leading global
provider of shipping transportation services through its ownership of dry bulk
vessels. The Company’s vessels are employed primarily on medium to long-term
time charters and transport a range of dry bulk cargoes, including such
commodities as iron ore, coal, grain and other materials along worldwide
shipping routes. 


2.    
       Engagement. The Company hereby engages the Broker to act
as broker for the Company and for any of its affiliated companies that own vessels
managed by Diana Shipping Services S.A. 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 twenty four (24) months commencing the 1st day of July 2020
and ending (unless terminated earlier on the basis of any other provision of this
Agreement) on the 30th day of June 2022 (the said period as it may be
extended 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. 


5.    
       Commission. Because of their permanent relation the Company
shall pay the Broker a lump sum commission in the amount of United States Dollars
$275,730 per  




 











     




month, starting on the 1st
day of July 2020 payable quarterly in advance,
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 NYSE.


(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.


(c)       If the Broker terminates this Agreement within six
(6) months 




 











     




following a Change of Control, the Broker
shall receive a payment equal to five (5) 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 Diana Shipping Services S.A. 


Pendelis 16, Palaio Faliro, 175 64 


Athens, Greece


Telephone:
+30 210 9470000


Telefax:
+30 210 9424975


Attn:
Director and President 


 


(ii)      
 If to the Broker, to:


c/o Steamship Shipbroking Enterprises
Inc.


Ymittou 6, Palaio Faliro,
175 64


Athens, Greece


Telephone: +30 210 9485360 


Telefax: +30 210 9401810 


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.


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. 


           IN WITNESS WHEREOF, the parties hereto have
signed their names as of the day 


and year first above written.






 











     




Diana Shipping INC.


 


 


___________________________


By: Semiramis Paliou


Title: Director, Deputy Chief Executive
Officer and 


Chief Operating Officer


 


 


 


 


 


STEAMSHIP SHIPBROKING ENTERPRISES INC.


 


 


___________________________


By: Ioannis Zafirakis


Title: Director and Treasurer