Exhibit 2.1
Plan of Reorganization
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Pre-offering -- A superholding company (Superholdco) owns 100% of the shares of
the subholding companies (Subholdcos) and of the ship management company. The
Superholdco directly or through Subholdcos owns 100% of the shares of the
vessel-owning company (including companies which will own the newbuildings) and
of the ship management company.
Step 1 -- The Company will be incorporated in the Republic of the Marshall
Islands.
Step 2 -- Superholdco will cause the shares owned directly in the new- building
owning companies and in the ship management company to be transferred to the
Company; Superholdco will direct the Subholdcos to cause the shares of the
vessel-owning companies to be transferred to the Company through the following:
- Subholdco corporate action
- Subscription Agreement
- Superholdco corporate action
- Registration of shares in the name of the Company
Step 3 -- The IPO closes.