Exhibit 4.1


 


FORM
OF Registration RIGHTS Agreement


 


This Registration Rights Agreement (this “Agreement”),
dated         , 2014, is by and among Diamond S Shipping Group, Inc., a Republic of the Marshall Islands corporation (the “Company”),
DSS Holdings L.P., a Cayman Islands exempted limited partnership (the “Partnership”) and the Persons
signing as “Investors” on the signature page of this Agreement (each, and each of its Affiliate transferees who executes
a joinder agreement pursuant to Section 5.1 of this Agreement, an “Investor” and collectively, the
“Investors”) and amends Exhibit C of the Second Amended and Restated Exempted Limited Partnership
Agreement of the Partnership, dated December 12, 2013 (the “LP Agreement”), with respect only to
its application to the Company and its subsidiaries.


 


WHEREAS, the Partnership and the Investors agreed
to certain registration rights under Exhibit C of the LP Agreement; and


 


WHEREAS, the Company, the Partnership and the
Investors desire to enter into this Agreement to amend Exhibit C of the LP Agreement, replacing all rights and obligations
of all parties existing under Exhibit C of the LP Agreement, but only to the extent those rights and obligations relate
to the Company or its subsidiaries, with the rights and obligations contained in this Agreement.


 


NOW, THEREFORE, the parties agree as follows:


 


1.          Definitions.


 


“Affiliate” of a Person
(the “Specified Person”) means any other Person that directly or indirectly Controls, is Controlled by
or is under common Control with such Specified Person; and in the case of a Person that is a private investment fund or Affiliate
of a private investment funds, “Affiliate” includes any other private investment funds or their Controlled portfolio
companies that are substantially related to such fund, whether by common investment advisors, managers, employees or otherwise;


 


“Applicable Securities Laws”
means the securities laws applicable to an offering of Registrable Securities hereunder, the respective rules and regulations from
time to time made and forms from time to time prescribed thereunder and all published policy statements, notices, interpretation
notes, blanket orders and rulings and other instruments from time to time in effect;


 


“CarVal Entities”
means CVI CVF II Lux Master S.à r.l., a Luxembourg société à responsabilité limitée,
CVI AA Lux Master S.à r.l., a Luxembourg société à responsabilité limitée, CVI CHVF Lux
Master S.à r.l., a Luxembourg société à responsabilité limitée, CVIC Lux Master S.à
r.l., a Luxembourg société à responsabilité limitée, and CVIC II Lux Master S.à r.l.,
a Luxembourg société à responsabilité limitée;


 


“CarVal Investor”
means any Investor that is an Affiliate of the CarVal Entities;


 




    	 



    	 



    

  


“CarVal Majority”
means the CarVal Entities holding a majority of the Registrable Securities held by all CarVal Entities;


 


“Chengdong” means
Chengdong Investment Corporation, a limited liability company formed under the laws of the People’s Republic of China;


 


“Chengdong Investor”
means any Investor that is an Affiliate of Chengdong;


 


“Company Included Securities”
is defined in Section 2.3;


 


“Company Registration”
is defined in Section 2.2;


 


“Contribution Agreement”
means the Contribution Agreement, dated December 12, 2013, by and among the Partnership and the CarVal Entities;


 


“Control” means the
direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether
through ownership of securities, by contract or otherwise;


 


“Damages” means any
loss, damage or liability (joint or several) to which a party to this Agreement may become subject under Applicable Securities
Laws or otherwise, insofar as such loss, damage or liability (or any action in respect thereof) arises out of or is based upon
(i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement of the Company,
including any Prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any
violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of Applicable Securities Laws;


 


“Demand Registration Notice”
is defined in Section 2.1(a);


 


“Designated Dealer”
means a nationally recognized underwriter, investment dealer or similar financial intermediary selected by the Company, subject
to the approval of Initiating Investors that hold a majority of the Registrable Securities to be included in a Registration;


 


“Effective” with respect
to a Registration means that all legal and regulatory requirements applicable to the public sale of Registrable Securities covered
by such Registration, including the provisions of Applicable Securities Laws, have been satisfied;


 


“Exchange Act” means
the U.S. Securities and Exchange Act of 1934, as amended;


 


“First Reserve” means
First Reserve Fund XII, L.P., a Cayman Islands exempted limited partnership, and FR XII-A Parallel Vehicle, L.P., a Cayman Islands
exempted limited partnership;


 




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“First Reserve Investor”
means any Investor that is an Affiliate of First Reserve;


 


“Initiating Investors”
means, collectively, Investors who properly initiate a Registration request under Section 2.1;


 


“IPO” means the consummation
of the sale of Registrable Securities contemplated by the initial Qualified Offering (including any over-allotment or underwriter
option to purchase additional Registrable Securities in connection therewith);


 


“Person” means a natural
person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability
company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or a representative
capacity;


 


“Piggyback Request”
means a request by an Investor to include Registrable Securities in a Registration pursuant to Section 2.1 or Section 2.2, other
than a request included in a Demand Registration Notice delivered by such Investor;


 


“Prospectus” means
an offering or information memorandum, preliminary prospectus, final prospectus, issuer free writing prospectus, or any other prospectus
included in any Registration Statement, relating to the Registration of securities to be listed or sold in a transaction covered
by this Agreement, and any other document (including, unless the context otherwise requires, any amendment or supplement thereto)
required by Applicable Securities Laws to be delivered to prospective purchasers of such securities in connection with the sale,
resale and/or distribution thereof, including post-effective amendments and all material incorporated by reference in such prospectus
or prospectuses;


 


“Qualified Exchange”
means NYSE Euronext or any other securities exchange on which any of the Shares are then listed or quoted and on each inter-dealer
quotation system on which any of the Shares are then quoted;


 


“Qualified Offering”
means an offering resulting from a Registration which results in a sale of Registrable Securities having an initial aggregate
value of at least $25,000,000;


 


“Register” means,
with respect to any securities, the listing, registration or qualification for distribution of such securities for sale to the
public under Applicable Securities Laws, including if applicable the filing of a Registration Statement covering such securities
and causing such Registration Statement to become Effective in accordance with Applicable Securities Laws, and “Registered”,
“Registration” and similar terms have correlative meanings;


 


“Registrable Securities”
means (a) all Shares and (b) any equity securities issued or issuable directly or indirectly with respect to the securities referred
to in the foregoing clause (a) by way of share dividend or share split or in connection with a combination of securities,
recapitalization, exchange, conversion, reclassification,


 




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merger, amalgamation, arrangement, consolidation
or other reorganization, except that such Shares or equity securities will cease to be Registrable Securities (i) when such securities
have been sold or transferred pursuant to a Registration Statement, (ii) when such securities have been transferred in compliance
with Rule 144 under the Securities Act (“Rule 144”) or (iii) if such securities have ceased to be outstanding;


 


“Registration Statement”
means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated
under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including
pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement;
provided, however, that the “Registration Statement” without reference to a time includes such Registration
Statement as amended by any post-effective amendments as of the time of first contract of sale for the Registrable Securities;


 


“SEC” means the U.S.
Securities and Exchange Commission;


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended;


 


“Securities Authorities”
means the exchanges, associations and governmental bodies with responsibility to enforce any Applicable Securities Laws;


 


“Selling Expenses”
means all underwriting discounts, selling commissions and stock transfer taxes incurred by an Investor applicable to the sale of
Registrable Securities;


 


“Shares” means the
capital stock of the Company or any shares of capital stock of any entity into which the Company is merged, continued, converted
or otherwise reorganized which an Investor elects to be treated as Shares under this Agreement;


 


“Shelf Registration Statement”
means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 (or any successor form or other appropriate
form under the Securities Act permitting short-form Registration) or (ii) if the Company is not permitted to file a Registration
Statement on Form S-3, an evergreen Registration Statement on Form S-1 (or any successor form or other appropriate form under the
Securities Act for long-form Registrations), in each case for an offering to be made on a delayed or continuous basis pursuant
to Rule 415 (or any successor provision) under the Securities Act;


 


“Special
Registration” means the filing of (i) a Registration Statement on Form S-4 or S-8 (or such other similar
successor forms then in effect under the Securities Act), (ii) 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, (iii) a Registration Statement relating solely to dividend reinvestment or
similar plans, or (iv) 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 


 




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convertible or exchangeable for Shares
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 Shares into which such notes may be converted or exchanged);


 


“Sponsors” means each
of First Reserve, WLR and the CarVal Entities (collectively);


 


“Underwritten Offering”
means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for
reoffering to the public;


 


“WLR” means WLR Recovery
Fund V DSS AIV, L.P., a Cayman Islands exempted limited partnership, WLR Recovery Fund IV DSS AIV, L.P., a Cayman Islands exempted
limited partnership, WLR Select Co-Investment, L.P., a Cayman Islands exempted limited partnership, WLR/GS Master Co-Investment,
L.P., a Cayman Islands exempted limited partnership, and WLR IV Parallel ESC, L.P., a Delaware limited partnership; and


 


“WLR Investor” means
any Investor that is an Affiliate of WLR.


 


2.          Registration
Rights.  The Company and the Investors each covenant and agree as follows:


 


2.1        Demand
Registration.


 


(a)         Upon
the written request with respect to any Registrable Securities (a “Demand Registration Notice”) of (i)
First Reserve, for itself or on behalf of one or more First Reserve Investors or both, WLR, for itself or on behalf of one or more
WLR Investors or both, or a CarVal Majority, for one or more CarVal Entities or on behalf of one or more CarVal Investors or both,
given to the Company at any time following 180 days after the completion of the IPO (with respect to First Reserve, the First Reserve
Investors, WLR and the WLR Investors) or the third anniversary of the Contribution Agreement (with respect to the CarVal Entities
and the CarVal Investors), or (ii) Chengdong, for itself or on behalf of one or more Chengdong Investors or both, at any time following
the date a Registration has been effected pursuant to clause (i) above or otherwise covering the sale of some or all of the Registrable
Securities held by First Reserve, the First Reserve Investors, WLR, the WLR Investors, the CarVal Entities or the CarVal Investors,
and in each case with a copy of such request given to all Investors, to Register some or all of the Registrable Securities held
or beneficially owned at such time by such Investor(s) in a Registration that would reasonably be expected to result in a Qualified
Offering, the Company will, as soon as reasonably practicable following receipt of the Demand Registration Notice, take such steps
as are necessary to Register such Registrable Securities under the Applicable Securities Laws on a Qualified Exchange and shall,
except as otherwise set forth herein, use its commercially reasonable efforts to cause such Registration to become Effective under
the Applicable Securities Laws in accordance with the proposed timing of the resale and distribution of such Registrable Securities
as advised by the Initiating Investor, acting


 




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reasonably, so as to permit such resale and distribution
to be effected in accordance with the Applicable Securities Laws in such manner as the Initiating Investor may reasonably designate.
The Demand Registration Notice shall specify the number of Registrable Securities to be Registered and the intended manner of disposition
of such Registrable Securities. Any Investor may elect to include some or all of the Registrable Securities held by such Investor
in such Registration by notice to the Company within 60 days of receipt of the Demand Registration Notice. Subject to the other
provisions of this Agreement, the Company shall not be required to effect more than three demand Registrations pursuant to this
Agreement for or on behalf of First Reserve and the First Reserve Investors, three for or on behalf of WLR and the WLR Investors,
three for or on behalf of Chengdong and the Chengdong Investors, and three for or on behalf of the CarVal Entities and the CarVal
Investors.


 


(b)        Notwithstanding
the foregoing obligations, if the Company furnishes to an Initiating Investor a certificate signed by the Company’s chief
executive officer stating that in the good faith judgment of the Company’s board of directors (or similar governing body)
it would be materially detrimental to the Company and all the Investors for a Registration effected under Section 2.1(a)(i) (excluding
the first such Registration effected under such Section) or Section 2.1(a)(ii) to either become effective or remain effective for
as long as such Registration Statement otherwise would be required to remain effective, because such action would (i) materially
interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company or (ii)
require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential,
then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to
filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than 120 days after the request of the
Initiating Investor is given; provided, however, that the Company may not invoke this right more than once in any
12-month period; and provided further that the Company shall not Register any securities for its own account or that of
any other Person during such 120-day period other than pursuant to a Registration relating to the sale of securities to employees
of the Company or a Subsidiary pursuant to Special Registration.


 


2.2        Company
Registration.  If the Company proposes to Register (including, for this purpose, a Registration effected by the Company for
holders of Registrable Securities other than the Investors), any of its Registrable Securities, other than a Special Registration
(a “Company Registration”), the Company shall, at least 20 days prior to the sale contemplated by such
Registration, give each Investor notice of such Company Registration. Upon the request of any Investor given within 20 days after
such notice is given by the Company, the Company shall, subject to the provisions of Section 2.4(b), cause to be Registered all
of the Registrable Securities that each such Investor has requested to be included in such Company Registration. The Company shall
have the right to terminate or withdraw any Company Registration initiated by it under this Section 2.2 before the date such Company
Registration becomes Effective, whether or not any Investor has elected to include Registrable Securities in such Company Registration.
The expenses (other than Selling Expenses) of such withdrawn Company Registration shall be borne by the Company in accordance with
Section 2.7.


 




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2.3        Inclusion
of Other Securities.  Subject to the following, in connection with any Registration of Registrable Securities to be effected
pursuant to Section 2.1, the Company may include newly issued Registrable Securities or other securities, in addition to those
to be sold by the Investors electing to include Registrable Securities therein, among the securities covered by such Registration
(“Company Included Securities”).


 


2.4        Underwriter
Requirements.


 


(a)         If
the Investors delivering a Demand Registration Notice intend to distribute the Registrable Securities covered by its request by
means of an Underwritten Offering, it shall include such information in the Demand Registration Notice. The right of any Investor
to include such Investor’s Registrable Securities pursuant to a Piggyback Request in a Registration pursuant to Section 2.1,
or in a Company Registration involving an underwriting pursuant to Section 2.1, shall be conditioned upon such Investor’s
participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the
extent provided herein. Each Investor proposing to distribute its Registrable Securities through such Designated Dealer shall (together
with the Company) enter into an underwriting agreement in customary form with the Designated Dealer.


 


(b)        In
connection with a Registration involving an Underwritten Offering of Registrable Securities pursuant to Section 2.1, if the Designated
Dealer shall have informed the Company and the applicable participating Investors of its belief that the number or type of Registrable
Securities to be included in such Registration would materially adversely affect its ability to effect the distribution of such
Registrable Securities or other securities (such letter to state the basis of such belief and the approximate number of such securities
which may be so included without having such effect), the Registrable Securities to be included in such Registration shall be reduced
such that the aggregate Registrable Securities included in such Registration do not have such effect (i) first, by eliminating
some or all of the Company Included Securities included under Section 2.3, if any, (ii) second, after all Company Included Securities
have been eliminated, for each Investor (including Initiating Investors) pro rata to the number of Registrable Securities
originally requested by each such Investor, or in such other proportion as the Investors may mutually agree.


 


(c)        In
connection with any Underwritten Offering of Registrable Securities pursuant to Section 2.2, if the Designated Dealer shall have
informed the Company and the applicable Investors of its belief that the number or type of Registrable Securities to be included
in such Registration by Investors would materially adversely affect its ability to effect the distribution of such Registrable
Securities or other securities (such letter to state the basis of such belief and the approximate number of such securities which
may be so included without having such effect), the Registrable Securities to be included in such Registration by the Investors
shall be reduced such that the aggregate Registrable Securities included in such Registration do not have such effect pro rata
to the number of Registrable Securities originally requested by each such Investors, or in such other proportion as the Investors
may mutually agree.


 




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2.5        Effectiveness.
 A demand Registration requested pursuant to this Agreement shall not be deemed to have been effected (a) unless such Registration
has become Effective, (b) if after such Registration has become Effective, it does not remain Effective until the expiry of 20
business days following the date the Initiating Investor can sell all of the Registrable Securities included in such Registration
or (c) if the conditions to closing specified in the underwriting agreement entered into in connection with the distribution relating
to such Registration are not satisfied or waived by reason of the failure or refusal of the Company to satisfy or perform a condition
to such closing (including, without limitation, if so specified, by reason of the occurrence of a material adverse change).


 


2.6        Indemnification.
 The Company will indemnify and hold harmless each Investor, its Affiliates and their respective officers and directors, and each
Designated Dealer or other underwriter which participates in any offering or sale of Registrable Securities Registered hereunder
against any losses, claims or Damages, joint or several, to which they may become subject under the Applicable Securities Laws
or otherwise, insofar as such losses, claims or Damages (or actions in respect thereof) arise out of or are based upon a misrepresentation
or an alleged misrepresentation contained in any Prospectus or Registration Statement under which such Registrable Securities were
Registered hereunder or any other basis for liability under Applicable Securities Laws to the extent applicable to the Company,
and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such action or claim as such expenses are incurred, provided that the Company shall not be liable to (i) the Investor
and any related Affiliates and their respective officers and directors, (ii) a Designated Dealer or (iii) another underwriter
in any such case to the extent that any such loss, claim or Damage arises out of or is based upon a misrepresentation or an alleged
misrepresentation made in any such Prospectus or Registration Statement in reliance upon and in conformity with written information
furnished to the Company by (i) such Investor or any related Affiliates or their respective officers and directors, (ii) a
Designated Dealer or (iii) another underwriter expressly for use therein.


 


2.7        Costs
and Expenses.  To the extent permitted by applicable law, the Company shall be liable to pay all costs, fees and expenses of
or incidental to the Registration and distribution of the Registrable Securities pursuant to this Agreement, including, without
limitation: all Registration and filing fees (including fees with respect to filings required to be made with any stock exchange);
fees and disbursements of counsel for and auditors of the Company and any other reasonable and standard special experts or advisors
retained by the Company in connection therewith; word processing, translation and printing expenses; the fees and expenses of the
transfer agent and registrar for the Registrable Securities; fees and disbursements of counsel for the Initiating Investor, counsel
for the Designated Dealer and any other underwriters participating in such sale and distribution (except to the extent the Company
negotiates with such Designated Dealer or any other underwriters to pay their own fees and disbursements of counsel); expenses
in connection with the preparation of road-show and other marketing documents; and all other costs, fees and expenses of or incidental
to the sale of the Registrable Securities, whether or not any Registration of the


 




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Registrable Securities becomes Effective; however
the Designated Dealer’s (and any other underwriters’) fees and disbursements and any other Selling Expenses shall be
shared by the participating Investors and the Company on a pro rata basis based on the proceeds received by each for any
such distribution.


 


2.8        Cooperation;
Company.  The Company will use its commercially reasonable efforts to cause to become Effective any Registration proposed by
an Initiating Investor under this Agreement, including, without limitation:


 


(a)         entering
into such customary agreements (including, if applicable, an underwriting agreement) and taking such other actions as the Initiating
Investor shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;


 


(b)        using
commercially reasonable efforts to obtain an opinion from the Company’s counsel and a “cold comfort” letter from
the Company’s independent public accountants in customary form and covering such matters as are customarily covered by such
opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter
shall be reasonably satisfactory to the Designated Dealer or other underwriters, if any;


 


(c)         making
reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and
otherwise provide reasonable assistance to the underwriters, taking into account the needs of the Company’s businesses and
the requirements of the marketing process, in the marketing of Registrable Securities in any Underwritten Offering; and


 


(d)        taking
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition
of such Registrable Securities.


 


2.9        Limitations
on Subsequent Registration Rights.  From and after the date of this Agreement, the Company shall not, without the prior written
consent of each Investor, enter into any agreement with any holder or prospective holder of any securities of the Company that
would allow such holder or prospective holder (i) to include such securities in any Registration unless, under the terms of such
agreement or arrangement, such holder or prospective holder may include such securities in any such Registration only to the extent
that the inclusion of such securities will not reduce the number of the Registrable Securities held by the Investors that are to
be included or (ii) to demand Registration of any securities held by such holder or prospective holder.


 


2.10      Termination
of Registration Rights.  The right of any Investor to request Registration or inclusion of Registrable Securities in any Registration
pursuant to Section 2.1 shall terminate upon the fifth anniversary of the IPO.


 


2.11      Market
Standoff.  Each Investor hereby agrees that it will not, without the prior written consent of the Designated Dealer, during
the period commencing on the date of the final Prospectus relating to an Underwritten Offering pursuant to a Registration by the
Company (other than a Special Registration) and ending on the date


 




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specified by the Company and the Designated Dealer
(such period not to exceed 90 days, which period may be extended upon the request of the Designated Dealer for an additional period
of up to 15 days if the Company issues or proposes to issue an earnings or other public release within 15 days of the expiration
of the 90-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase
any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly
or indirectly, any Registrable Securities or any securities convertible into or exercisable or exchangeable (directly or indirectly)
for Registrable Securities (whether such Registrable Securities or any such securities are then owned by the holder or are thereafter
acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Registrable Securities or other securities, in cash, or otherwise. Notwithstanding the foregoing, no Investor
shall be obligated under this Section 2.11 during any period in which a Sponsor has been released from the provisions hereof. The
foregoing provisions of this Section 2.11 shall not apply to the sale of any Registrable Securities to an underwriter pursuant
to an underwriting agreement or a sale pursuant to the applicable Registration.


 


2.12      Market
Clearing.  Without limitation of the Company’s obligations under Section 2.8, upon request of the Initiating Investors
delivered at the time such Initiating Investors have given the Company a Demand Registration Notice, for a period from such request
until the date specified by the Initiating Investors (which shall not be later than the earlier of (i) 60 days following the date
of the final Prospectus included in the Registration Statement filed as a result of the Demand Registration Notice, or (ii) the
withdrawal of such Registration Statement), the Company will not (a) initiate a new Company Registration, other than a Special
Registration, or (b) take any of the actions described in clauses (i) or (ii) of Section 2.11 provided that no Company Registration
in process prior to the Demand Registration Notice, or sales of Registrable Securities contemplated thereby, will be required to
be delayed or modified by this Section 2.12.


 


3.          Amendment
of LP Agreement.  The Company, the Partnership and the Investors hereby agree and consent that this Agreement amends Exhibit
C of the LP Agreement, replacing all rights and obligations of all parties existing under Exhibit C of the LP Agreement,
but only to the extent those rights and obligations relate to the Company or its subsidiaries.


 


4.          Effectiveness
of Agreement.  Notwithstanding the date of execution of this Agreement, this Agreement shall not become effective until the
completion of an IPO by the Company.


 


5.          Miscellaneous.


 


5.1        Assignment;
No Third Party Beneficiaries.  This Agreement shall be binding upon and benefit the Company and each Investor and their respective
successors (including by operation of law) and permitted assigns. Each Investor may assign all or a portion of its rights hereunder
to any Affiliate of such Person to the extent


 




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and only to the extent such Investor transfers
all or any of its Registrable Securities to such Affiliate; provided that such transferee shall only be admitted as a party
hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the
Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto, whereupon such
Person will be treated as an Investor for all purposes of this Agreement, with the same rights, benefits and obligations hereunder
as the transferring Investor with respect to the transferred Registrable Securities. This Agreement shall not confer any rights
or benefits on any persons that are not parties hereto.


 


5.2        Governing
Law and Severability.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
United States of America, without regard to any applicable conflict of law principles. If any provision of this Agreement
becomes or is deemed invalid, illegal or unenforceable under the laws of the State of New York or under the laws of the United
States by reason of the scope, extent or duration of its coverage, then such provision will be deemed amended to the extent necessary
to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended, or the effect of the
provision cannot be applied within such jurisdiction, without materially altering the intention of the parties, then such provision
will be stricken and unless the provision is immaterial, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect as nearly as possible the original intent of the parties hereto. Should there ever occur any conflict between any
provision contained in this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties
have no legal right to contract, the latter will prevail, but the provision of this Agreement affected thereby may be curtailed
and limited only to the extent necessary to bring it into compliance with the law, and all the other terms and provisions of this
Agreement will continue in full force and effect without impairment or limitation; provided that unless the provision is
immaterial, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect as nearly as possible the
original intent of the parties hereto.


 


5.3        Counterparts;
Facsimiles.  This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which
taken together will constitute one and the same instrument. Facsimile signatures will, for all purposes, be treated as originals.


 


5.4        Titles
and Subtitles.  The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement
in construing or interpreting any provision hereof.


 


5.5        Notices.
 All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if (i) hand delivered, (ii) sent by overnight mail or courier or (iii) transmitted via email (with email confirmation) or facsimile
transmission to the affected party at the addresses and facsimile numbers set forth below or at such other addresses or facsimile
numbers as such party may have provided to the other parties in accordance herewith. Any notice shall be deemed received (i) if
hand delivered, when actually delivered, (ii) if sent by


 




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overnight mail or courier, when actually received,
and (iii) if sent by email or facsimile transmission, on the date sent provided confirmatory notice is sent by first-class
mail, postage prepaid or by email or facsimile transmission or, if such confirmation is received after normal business hours of
the recipient, on the first business day following such confirmation.


 


		a)	If to the Company or the Partnership, to:



 


Diamond S Management LLC

33 Benedict Place, 2nd Floor

Greenwich, CT 06830

Facsimile:

Attention:   Florence Ioannou

Email:


 


and:


 


Jones Day

222 East 41st Street

New York, New York 10017

Facsimile: 

Attention:   Robert A. Profusek

Email:


 


		b)	If to the CarVal Entities, to:



 


Fund Name

11-13 Boulevard de la Foire

Luxembourg

L -1528

Luxembourg


 


and:


 


CarVal Investors, LLC

9320 Excelsior Boulevard, 7th Floor

Hopkins, MN 55343

Facsimile:

Attention:   Dennis Weirens

Email:


 


and: 


 




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Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Facsimile:

Attention:   Ernest S. Wechsler

Email:


 


		c)	If to Chengdong, to:



 


Chengdong Investment Corporation

Special Investment Department

China Investment Corporation

New Poly Plaza, No. 1

Chaoyangmen Beidajie

Dongcheng, Beijing 100010

Facsimile:

Attention:   Yangyang Liu

Email:


 


and:


 


Chengdong Investment Corporation

Special Investment Department

China Investment Corporation

New Poly Plaza, No. 1

Chaoyangmen Beidajie

Dongcheng, Beijing 100010

Attention:   Jin Xiao

Email:


 


and:


 


Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

Facsimile:

Attention:   Alexandra D. Korry

Email:


 


		d)	If to the First Reserve entities, to:



 


First Reserve Corporation

One Lafayette Place

Greenwich, CT 06830

Facsimile:

Attention:   General Counsel

Email:


 




    	13



    	 



    

  


and:


 


Gibson, Dunn & Crutcher LLP

1801 California St., Suite 4200

Denver, CO 80202

Facsimile:

Attention:   Beau Stark

Email:


 


		e)	If to Odyssey Reinsurance Company, to:



 


Hamblin Watsa Investment Counsel Ltd.

95 Wellington Street West, Suite 802

Toronto, Ontario, Canada M5J 2N7

Facsimile:

Attention:   Frances Burke

Email:


 


f)         If
to PPM America Private Equity Fund III, LP, to:


 


PPM America Private Equity Fund III, LP

225 West Wacker Drive, Suite 1200

Chicago, IL 60606

Facsimile:

Attention:   Champ Raju

Email:


 


and:


 


PPM America Private Equity Fund III, LP

225 West Wacker Driver Suite, Suite 1200

Chicago, IL 60606

Facsimile:

Attention:   Craig Radis

Email:


 


and:


 


Winston & Strawn LLP

35 W. Wacker Driver

Chicago, IL 60601-9703

Facsimile:

Attention:   Brian M. Schafer

Email:


 




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		g)	If to Maycomb Holdings II, LLC, Maycomb Holdings III, LLC or Maycomb Holdings IV, LLC, to:



 


Siguler Guff & Co., L.P.

825 Third Avenue, 10th Floor

New York, NY 10002

Facsimile:

Email:


 


		h)	If to the WLR entities, to:



 


WL Ross & Co., LLC

1166 Avenue of the Americas, 27th Floor

New York, NY 10036

Facsimile:

Email:


 


and:


 


Jones Day

222 East 41st Street

New York, New York 10017

Facsimile:

Attention:   Robert A. Profusek

Email:


 


5.6        Entire
Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter
hereof with respect to the Company and its subsidiaries only and supersedes all prior and contemporaneous agreements and understandings,
oral or written, among the parties with respect to such subject matter with respect to the Company and its subsidiaries only. No
party is relying upon any statement or representation of any other party in connection with entering into this Agreement. This
Agreement amends Exhibit C of the LP Agreement, replacing all rights and obligations of all parties existing under Exhibit
C of the LP Agreement as those rights and obligations relate to the Company or its subsidiaries with the rights and obligations
contained in this Agreement.


 


5.7        Arbitration.
 If the parties to this Agreement are unable to resolve any dispute arising under this Agreement following good faith negotiations,
any party to this Agreement may refer such matter to arbitration by one arbitrator pursuant to the Rules of Commercial Arbitration
(the “Rules”) of the American Arbitration Association (“AAA”). The arbitrator
will be appointed by the AAA in accordance with the Rules. Following the selection of the arbitrator as set forth above, the arbitration
must be conducted promptly and expeditiously so as to enable the arbitrator to render a decision within 30 days. In any dispute
involving a claim for money damages or involving any other monetary amount, the parties involved in the dispute shall each submit
to the arbitrator their calculation of such amount, and the arbitrator may only choose an amount proposed by


 




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one of the parties. Subject to the foregoing and
except to the extent the parties agree to the contrary, the arbitrator hearing the dispute shall apply and follow the Federal Rules
of Civil Procedure and the Federal Rules of Evidence. If there is any conflict between the Rules and this Section 5.7, this Section
5.7 will govern. The arbitration must be held in New York, New York. The parties acknowledge that the arbitrator will have the
authority to grant equitable remedies, if appropriate. Except as provided below, arbitration under this Section 5.7 will be the
exclusive means for a party to seek resolution of any dispute arising out of, or any breach or alleged breach of, this Agreement,
except that any party may bring an action before a competent court for the adoption of provisional or protective measures or equitable
relief. The award of the arbitrator will be final and binding on the parties. Each party will bear (a) in equal proportions the
cost and expenses of the arbitration proceeding assessed by the AAA, and (b) their respective expenses in prosecuting or defending
the arbitration. Judgment on the arbitral award rendered may be entered in any court having jurisdiction or application may be
made to such for a judicial acceptance of the award and an order of enforcement, as the case may be. The parties acknowledge and
agree that any party may seek before any court of competent jurisdiction, provisional, protective or equitable relief; provided
that neither Chengdong nor any of its Affiliates shall be required to submit to jurisdiction in any United States federal or state
court.


 


5.8        CarVal
Entities.  All references to acts, consents, approvals or waivers by any or all of the CarVal Entities will require only the
act, consent, approval or waiver respectively of the CarVal Majority. Each CarVal Entity irrevocably agrees that it will be conclusively
deemed to have taken any and all actions taken by and all consents, approvals and waivers given by a CarVal Majority pursuant to
this Agreement.


 


5.9        Amendment. 
The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing
executed by the Company and Investors holding a majority of outstanding Registrable Securities; provided that any amendment,
modification or waiver that would, by its terms, alter any rights specific to an Investor set forth in Section 2.1(a) shall require
the written consent of such Investor (or, in the event of a transfer of Registrable Securities to its Affiliates, by a majority
in interest of such Investor’s Affiliates).


 


[Signature pages follow]


 




    	16



    	 



    

 


IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, have duly executed this Agreement on the day and year first written above.


 


	DIAMOND S SHIPPING GROUP, INC.
	 
	By:	 	 
	Name:  
	Title:  


 


	DSS HOLDINGS L.P.
	 
	By:	 	 
	Name:  
	Title:  


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

 


INVESTORS


 


	FIRST RESERVE FUND XII, L.P.
	 
	By:  First Reserve GP XII, L.P., its general partner
	By:  First Reserve GP XII Limited, its general partner
	 
	By:	 	 
	Name:  Edward T. Bialas
	Title:    Director


 


	FR XII-A PARALLEL VEHICLE, L.P.
	 
	By:  First Reserve GP XII, L.P., its general partner
	By:  First Reserve GP XII Limited, its general partner
	 
	By:	 	 
	Name:  Edward T. Bialas
	Title:    Director


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

  


	WLR RECOVERY FUND V DSS AIV, L.P.	 	WLR/GS MASTER CO-INVESTMENT, L.P.
	 	 	 
	By:	WLR Recovery Associates V DSS AIV, L.P., its General Partner	 	By:	WLR Master Co-Investment GP, LLC, its

General Partner
	By:	WLR Recovery Associates V DSS AIV GP, Ltd., its General Partner	 	By:	WL Ross Group, L.P., its Managing

Member
	 	 	 	By:	El Vedado, LLC, its General Partner
	 	 	 	 	 
	By:	 	 	By:	 
	Name:  	 	Name:  
	Title:    	 	Title:    


 


	WLR RECOVERY FUND IV DSS AIV, L.P.	 	WLR IV PARALLEL ESC, L.P.
	 	 	 
	By:	WLR Recovery Associates IV DSS AIV, L.P., its General Partner	 	By:	Invesco WLR IV Associates LLC, its General

Partner
	By:	WLR Recovery Associates IV DSS AIV GP, Ltd., its General Partner	 	By:	Invesco Private Capital, Inc., its Managing Member
	 	 	 	 	 
	By:	 	 	By:	 
	Name:  	 	Name:  
	Title:    	 	Title:    


 


	WLR SELECT CO-INVESTMENT, L.P.	 	WLR V PARALLEL ESC, L.P.
	 	 	 
	By:	WLR Select Associates DSS, L.P., its General Partner	 	By:	Invesco WLR V Associates LLC, its General

Partner
	By:	WLR Select Associates DSS GP, Ltd., its General Partner	 	By:	Invesco Private Capital, Inc., its Managing

Member
	 	 	 	 	 
	By:	 	 	By:	 
	Name:  	 	Name:  
	Title:    	 	Title:    


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

  


	CHENGDONG INVESTMENT CORPORATION
	 
	By:	 	 
	Name:  
	Title:  


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

  


	MAYCOMB HOLDINGS II, LLC
	 
	By:	 	 
	Name:  
	Title:  


 


	MAYCOMB HOLDINGS III, LLC
	 
	By:	 	 
	Name:  
	Title:  


 


	MAYCOMB HOLDINGS IV, LLC
	 
	By:	 	 
	Name:  
	Title:  


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

  


	PPM AMERICA PRIVATE EQUITY FUND III, LP
	 
	By:	 	 
	Name:  
	Title:  


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

  


	ODYSSEY REINSURANCE COMPANY
	 
	By:	 	 
	Name:  
	Title:  


 


Signature Page to Registration Rights Agreement


 




    	 



    	 



    

   


	CVI CVF II Lux Master S.à r.l.	 	CVIC Lux Master S.à r.l.
	 	 	 
	By:	 	 	By:	 
	Name:  Peter A. Vorbich	 	Name:  Peter A. Vorbich
	Title:    Director	 	Title:    Director
	 	 	 
	CVI AA Lux Master S.à r.l.	 	CVIC II Lux Master S.à r.l.
	 	 	 
	By:	 	 	By:	 
	Name:  Peter A. Vorbich	 	Name:  Peter A. Vorbich
	Title:    Director	 	Title:    Director
	 	 	 
	CVI CHVF Lux Master S.à r.l.	 	 
	 	 	 
	By:	 	 	 
	Name:  Peter A. Vorbich	 	 
	Title:    Director	 	 
	 	 	 


 


Signature Page to Registration Rights Agreement