gnk_Ex10_54


		
			Exhibit 10.54
		

		
			 
		

		
			REGISTRATION RIGHTS AGREEMENT
		

		
			 
		

		
			This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 15, 2016, by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto (each a “Holder” and collectively, the “Holders”).
		

		
			 
		

		
			WHEREAS, this Agreement is entered into pursuant to that certain Purchase Agreement, dated as of the date hereof, by and between the Company and each Holder.  
		

		
			 
		

		
			NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:
		

		
			 
		

		
			1.         Definitions.
		

		
			 
		

		
			Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
		

		
			 
		

		
			“Advice” shall have the meaning set forth in Section 6(d).
		

		
			 
		

		
			“Common Stock” means the Company’s Common Stock, par value $0.01 per share.
		

		
			 
		

		
			“Conversion Date” means the date on which the Series A Preferred Stock is converted to Common Stock.
		

		
			 
		

		
			“Effectiveness Deadline” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar day following the date the Initial Registration Statement is filed hereunder (or, in the event of a “full review” by the SEC, the 90th calendar day following the date the Initial Registration Statement is filed hereunder) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the SEC, the 150th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided,  however, that in the event the Company is notified by the SEC that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Deadline falls on a day that is not a 
		

		
			
		

		
			


		 


		

			 

		





 



		

		
			Trading Day, then the Effectiveness Deadline shall be the next succeeding Trading Day.
		

		
			 
		

		
			“Effectiveness Period” shall have the meaning set forth in Section 2(a).
		

		
			 
		

		
			“Event” shall have the meaning set forth in Section 2(d).
		

		
			 
		

		
			“Event Date” shall have the meaning set forth in Section 2(d).
		

		
			 
		

		
			“Filing Deadline” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the Conversion Date, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.
		

		
			 
		

		
			“Holder” or “Holders” shall have the meaning set forth in the Preamble.
		

		
			 
		

		
			“Indemnified Party” shall have the meaning set forth in Section 5(c).
		

		
			 
		

		
			“Indemnifying Party” shall have the meaning set forth in Section 5(c).
		

		
			 
		

		
			“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.
		

		
			 
		

		
			“Losses”  shall have the meaning set forth in Section 5(a).
		

		
			 
		

		
			“Plan of Distribution” shall have the meaning set forth in Section 2(a). 
		

		
			 
		

		
			“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the SEC pursuant to the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
		

		
			 
		

		
			“Registrable Securities” means, as of any date of determination, (a) all Conversion Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution,  recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement 
		

		
			
		

		
			


		 


		

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			hereunder with respect thereto) if (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the 1933 Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144 or Section 4(1) of the 1933 Act, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144.
		

		
			 
		

		
			“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.
		

		
			 
		

		
			“Required Holders” means Holders or their permitted transferees in accordance with Section 6(g) hereof who beneficially own (calculated in accordance with Rule 13d-3 under the 1934 Act without giving effect to any limitation on the conversion of the Series A Preferred Stock set forth therein) a majority of the Registrable Securities.
		

		
			 
		

		
			“Rule 415” means Rule 415 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.
		

		
			 
		

		
			“Rule 424” means Rule 424 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.
		

		
			 
		

		
			“Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).
		

		
			 
		

		
			“SEC Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the 1933 Act and the rules and regulations promulgated thereunder.
		

		
			 
		

		
			“Series A Preferred Stock” means the Company’s Series A Convertible Preferred Stock, par value $0.01 per share 
		

		
			 
		

		
			“Trading Day” means a day on which the principal Trading Market is open for trading.
		

		
			
		

		
			


		 


		

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			“Trading Market” means whichever of the New York Stock Exchange, the NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board, or OTC Markets Group marketplace on which the Common Stock is listed or quoted for trading on the date in question.
		

		
			 
		

		
			2.         Shelf Registration.
		

		
			 
		

		
			(a)       On or prior to each Filing Deadline, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.  Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) substantially the “Plan of Distribution” attached hereto as Annex A   (which may be modified to respond to comments, if any, provided by the SEC or to reflect any non-material changes).  Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event no later than the applicable Effectiveness Deadline, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the 1933 Act until there are no Registrable Securities covered by such Registration Statement (the “Effectiveness Period”).  The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day.   The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement.  The Company shall, by 9:30 a.m. Eastern Time on the second Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424.  Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). 
		

		
			 
		

		
			(b)       Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions 
		

		
			
		

		
			


		 


		

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			of Section 2(e), with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided,  however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. 
		

		
			 
		

		
			(c)       Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: 
		

		
			 
		

		
			a.         First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and
		

		
			 
		

		
			b.         Second, the Company shall reduce Registrable Securities (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders). 
		

		
			 
		

		
			In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment.  In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.
		

		
			 
		

		
			(d)       If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) a Registration Statement registering for resale all of the Registrable Securities (or such lesser amount as is required pursuant to Section 2(b)) is not declared effective by the SEC (or otherwise does not become effective) by the Effectiveness Deadline of the Initial Registration Statement, or (iii) after the effective date of a 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, for more than thirty (30) consecutive calendar days or more than an 
		

		
			
		

		
			


		 


		

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			aggregate of sixty (60) calendar days (which need not be consecutive calendar days) during any 12-month period or (iv) any time during the period commencing from the six (6) month anniversary of the Conversion Date and ending at such time that all of the Registrable Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (ii) and (iv), the date on which such Event occurs, and for purpose of clause (iii) the date on which such thirty (30) or sixty (60) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then except during any period of time in which the Holders may sell the Registrable Securities pursuant to Rule 144 without volume limitations, 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 an amount in cash, as liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder pursuant to the Purchase Agreement with respect to the Registrable Securities affected by such Event and held by such Holder on such Event Date or monthly anniversary thereof, up to a maximum of 5.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for such Registrable Securities. The 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. The Effectiveness Deadline for a Registration Statement shall be extended without default or liquidated damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder) or as a result of government shutdown or other similar event resulting in material limitation or discontinuation of the SEC’s review of registration statements, periodic reports and other services.  Liquidated damages pursuant to this Section 2(d) shall constitute the Holders’ exclusive remedy in connection with any Event.
		

		
			 
		

		
			(e)       If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.
		

		
			 
		

		
			3.       Registration Procedures.
		

		
			
		

		
			


		 


		

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			In connection with the Company’s registration obligations hereunder, the Company shall:
		

		
			 
		

		
			(a)       Not less than two (2) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K (including portions of the Company’s Proxy Statement for its Annual Meetings of Stockholders to the extent specifically incorporated by reference into such Annual Reports on Form 10-K), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports or any prospectus supplement the substance of which is limited to any of the foregoing filings), the Company shall (i) furnish to each Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, which documents will be subject to the review of such Holders (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned documents within one (1) Trading Day, then the Holder shall be deemed to have consented to and approved the use of such documents), and (ii) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the 1933 Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto.  The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than one (1) Trading Day after the Holders have been so furnished copies of copies of a Registration Statement any related Prospectus or amendments or supplements thereto, and for such period as the Company and such Holder are attempting in good faith to resolve the objection of such Holder, any time period or deadline for purposes of Section 2(d) shall be extended for such period and no liquidated damages shall accrue or be payable for such period.  Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.   
		

		
			 
		

		
			(b)       (i) Prepare and file with the SEC such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the SEC such additional 
		

		
			
		

		
			


		 


		

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			Registration Statements in order to register for resale under the 1933 Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably practicable to the Holders true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the 1933 Act and the 1934 Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.
		

		
			 
		

		
			(c)       If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.  
		

		
			 
		

		
			(d)       Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, 
		

		
			
		

		
			


		 


		

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			(v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit 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, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided,  however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
		

		
			 
		

		
			(e)       Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.
		

		
			 
		

		
			(f)       If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC; provided, that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.
		

		
			 
		

		
			(g)       Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such 
		

		
			
		

		
			


		 


		

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			jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
		

		
			 
		

		
			(h)       If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.
		

		
			 
		

		
			(i)       Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably practicable under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an 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, in light of the circumstances under which they were made, not misleading.  If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.  The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.
		

		
			 
		

		
			(j)       The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the SEC, the natural persons thereof that have voting and dispositive control over such shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.
		

		
			
		

		
			


		 


		

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			4.       Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and (v) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.  In no event shall the Company be responsible for any broker or similar commissions of any Holder or any legal fees or other costs of the Holders.
		

		
			 
		

		
			5.         Indemnification.
		

		
			 
		

		
			(a)       Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents and employees  of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but 
		

		
			
		

		
			


		 


		

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			only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d).  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).
		

		
			 
		

		
			(b)       Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the 1933 Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the 
		

		
			
		

		
			


		 


		

			12

		





 



		

		
			Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d).  In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
		

		
			 
		

		
			(c)       Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, unless such failure materially prejudices the Indemnifying Party.
		

		
			 
		

		
			An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and 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 thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.
		

		
			 
		

		
			Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified 
		

		
			
		

		
			


		 


		

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			Party quarterly in arrears as they are incurred; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction not to be entitled to indemnification hereunder.
		

		
			 
		

		
			(d)       Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.
		

		
			 
		

		
			The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
		

		
			 
		

		
			The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.
		

		
			 
		

		
			6.       Miscellaneous.
		

		
			 
		

		
			(a)      Remedies.  In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under 
		

		
			
		

		
			


		 


		

			14

		





 



		

		
			this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.  Each of the Company and each Holder agrees that monetary damages may not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.
		

		
			 
		

		
			(b)       Other Registration Statements.  The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the SEC, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement, (ii) shall not prohibit the Company from filing any registration statement to which the Company is currently a party or contemplated under the Prior Purchase Agreements, (iii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities, (iii) shall not prohibit the Company from filing a registration statement on Form S-4 (as promulgated under the 1933 Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or their then equivalents and (iv) shall not prohibit the Company from filing a registration statement on Form S-8 (as promulgated under the 1933 Act) relating to equity securities issuable in connection with the Company’s stock option or other employee benefit plans.
		

		
			 
		

		
			(c)       Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.
		

		
			 
		

		
			(d)       Discontinued Disposition.  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.  The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).
		

		
			 
		

		
			(e)       Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and 
		

		
			
		

		
			


		 


		

			15

		





 



		

		
			waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Required Holders.  If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not affect the rights of other Holders may be given only by the Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided,  however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first  sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.
		

		
			 
		

		
			(f)       Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.  
		

		
			 
		

		
			(g)       Transfer of Registration Rights.  Any Holder may freely assign its rights hereunder on a pro rata basis in connection with any sale, transfer, assignment, or other conveyance (any of the foregoing, a “Transfer”) of Registrable Securities to any transferee or assignee; provided that all of the following additional conditions are satisfied:  (a) such Transfer is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such Transfer, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned; and further provided, that (i) any rights assigned hereunder shall apply only in respect of the Registrable Securities that are Transferred and not in respect of any other securities that the transferee or assignee may hold and (ii) any Registrable Securities that are Transferred may cease to constitute Registrable Securities following such Transfer in accordance with the terms of this Agreement.
		

		
			 
		

		
			(h)       Successors and Assigns. Subject to Section 6(g) hereof, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder of Registrable Securities. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all the Required Holders.
		

		
			 
		

		
			(i)       No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect 
		

		
			
		

		
			


		 


		

			16

		





 



		

		
			to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
		

		
			 
		

		
			(j)       Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
		

		
			 
		

		
			(k)      Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.
		

		
			 
		

		
			(l)       Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
		

		
			 
		

		
			(m)     Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
		

		
			 
		

		
			(n)       Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.
		

		
			 
		

		
			(o)       Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or 
		

		
			
		

		
			


		 


		

			17

		





 



		

		
			transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.
		

		
			 
		

		
			********************
		

		
			 
		

		
			(Signature Pages Follow)
		

		
			 
		

		
			 
		

		
			


		 


		

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			IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						GENCO SHIPPING & TRADING LIMITED

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Apostolos Zafolias

				
	
					
						 

					
					
						 

					
					
						Name:  Apostolos Zafolias

				
	
					
						 

					
					
						 

					
					
						Title:  Chief Financial Officer

				



		
			 
		

		
			 
		

		
			[SIGNATURE PAGE OF HOLDERS FOLLOWS]
		

		
			
		

		
			


		 


		

			 

		





 



		

		
			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holders: 
		

		
			 
		

		
			Centerbridge Capital Partners II (Cayman) LP
		

		
			Centerbridge Capital Partners SBS II (Cayman) LP
		

		
			Centerbridge Credit Partners Master LP
		

		
			Centerbridge Credit Partners LP
		

		
			Centerbridge Special Credit Partners II AIV IV (Cayman) LP
		

		
			Centerbridge Special Credit Partners II LP
		

		
			 
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Bao Truong              
		

		
			 
		

		
			Name of Authorized Signatory: Bao Truong                     
		

		
			 
		

		
			Title of Authorized Signatory: Senior Managing Director       
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder:  Pilgrim Global ICAV_________________
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Connor MacGuinness______
		

		
			 
		

		
			Name of Authorized Signatory: Connor MacGuinness___________
		

		
			 
		

		
			Title of Authorized Signatory: Director__________________
		

		
			 
		

		
			 
		

		
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			IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first written above.
		

		
			 
		

		
			 
		

		
			STRATEGIC VALUE MASTER FUND, LTD.
		

		
			By: Strategic Value Partners, LLC, its Investment Manager
		

		
			 
		

		
			 
		

			
					
						By:

					
					
						/s/ James Dougherty

					
					
						 

				
	
					
						Name:  James Dougherty

					
					
						 

				
	
					
						Title:  Fund Chief Financial Officer

					
					
						 

				



		
			 
		

		
			 
		

		
			STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.
		

		
			By:  SVP Special Situations II, LLC, its Investment Manager
		

		
			 
		

		
			 
		

			
					
						By:

					
					
						/s/ James Dougherty

					
					
						 

				
	
					
						Name:  James Dougherty

					
					
						 

				
	
					
						Title:  Fund Chief Financial Officer

					
					
						 

				



		
			 
		

		
			 
		

		
			STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND III, L.P.
		

		
			By:  SVP Special Situations III, LLC, its Investment Manager
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ James Dougherty

					
					
						 

				
	
					
						Name:  James Dougherty

					
					
						 

				
	
					
						Title:  Fund Chief Financial Officer

					
					
						 

				



		
			 
		

		
			 
		

		
			STRATEGIC VALUE OPPORTUNITIES FUND, L.P.
		

		
			By:  SVP Special Situations III-A, LLC, its Investment Manager
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ James Dougherty

					
					
						 

				
	
					
						Name:  James Dougherty

					
					
						 

				
	
					
						Title:  Fund Chief Financial Officer

					
					
						 

				



		
			 
		

		
			 
		

		
			[Signature Page to Registration Rights Agreement]
		

		
			
		

		
			


		 


		

			 

		





 



		

		
			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Alliance Semiconductor Corporation       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Alan B. Howe              
		

		
			 
		

		
			Name of Authorized Signatory: Alan B. Howe              
		

		
			 
		

		
			Title of Authorized Signatory: Interim Chief Executive Officer       
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Catherine Miller Trust C       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Lloyd I. Miller III              
		

		
			 
		

		
			Name of Authorized Signatory: Lloyd I. Miller III              
		

		
			 
		

		
			Title of Authorized Signatory: Manager                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Lloyd I. Miller Trust A-4              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Lloyd I. Miller III              
		

		
			 
		

		
			Name of Authorized Signatory: Lloyd I. Miller III              
		

		
			 
		

		
			Title of Authorized Signatory: Manager                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: BROADBILL PARTNERS, LP
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Jeffrey F. Magee, Jr.       
		

		
			 
		

		
			Name of Authorized Signatory: Jeffrey F. Magee, Jr.              
		

		
			 
		

		
			Title of Authorized Signatory: Chief Operations Officer of
Broadbill Investment Partners, LLC
Its: Investment Advisor
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: BROADBILL PARTNERS II, LP
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Jeffrey F. Magee, Jr.       
		

		
			 
		

		
			Name of Authorized Signatory: Jeffrey F. Magee, Jr.              
		

		
			 
		

		
			Title of Authorized Signatory: Chief Operations Officer of
Broadbill Investment Partners, LLC
Its: Investment Advisor
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: BLACK RHINO, LP       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Jeffrey F. Magee, Jr.       
		

		
			 
		

		
			Name of Authorized Signatory: Jeffrey F. Magee, Jr.              
		

		
			 
		

		
			Title of Authorized Signatory: Chief Operations Officer of
Broadbill Investment Partners, LLC
Its: Investment Advisor
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: AC Maritime LTD              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Ernest Scalamandre       
		

		
			 
		

		
			Name of Authorized Signatory: Ernest Scalamandre              
		

		
			 
		

		
			Title of Authorized Signatory: Director                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: The Mangrove Partners Master Fund, Ltd.
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Ward Dietrich              
		

		
			 
		

		
			Name of Authorized Signatory: Ward Dietrich              
		

		
			 
		

		
			Title of Authorized Signatory: Authorized Person              
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: GSA OMS Master Fund Limited (the “Fund”)
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Tim Kuschill              
		

		
			 
		

		
			Name of Authorized Signatory: Tim Kuschill              
		

		
			 
		

		
			Title of Authorized Signatory: General Counsel       
GSA Capital Partners LLP
Investment Manager of the Fund
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: KLP Alfa Global Energy       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Simon Røksund Johannessen       
		

		
			 
		

		
			Name of Authorized Signatory: Simon Røksund Johannessen       
		

		
			 
		

		
			Title of Authorized Signatory: Portfolio Manager                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Vatne International AS       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Runar Vatne              
		

		
			 
		

		
			Name of Authorized Signatory: Runar Vatne                     
		

		
			 
		

		
			Title of Authorized Signatory: Owner                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Loyola Capital Partners, LP       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Robert J. Reynolds       
		

		
			 
		

		
			Name of Authorized Signatory: Robert J. Reynolds              
		

		
			 
		

		
			Title of Authorized Signatory: Principal, General Partner       
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Apollo Asset Ltd.              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Arne H. Fredly              
		

		
			 
		

		
			Name of Authorized Signatory: Arne H. Fredly              
		

		
			 
		

		
			Title of Authorized Signatory: __________________________
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Frode Teigen       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Frode Teigen              
		

		
			 
		

		
			Name of Authorized Signatory:                                   
		

		
			 
		

		
			Title of Authorized Signatory: __________________________
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Tigorstaden AS              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Ketil Skorstad              
		

		
			 
		

		
			Name of Authorized Signatory: Ketil Skorstad              
		

		
			 
		

		
			Title of Authorized Signatory: Owner                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Alden AS              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Edvin Austdø              
		

		
			 
		

		
			Name of Authorized Signatory: Edvin Austdø              
		

		
			 
		

		
			Title of Authorized Signatory: CEO                            
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Pactum AS              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Eivind Astrup              
		

		
			 
		

		
			Name of Authorized Signatory: Eivind Astrup              
		

		
			 
		

		
			Title of Authorized Signatory: CEO                            
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Gironde AS              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Ole Anders Engebretsen       
		

		
			 
		

		
			Name of Authorized Signatory: Ole Anders Engebretsen       
		

		
			 
		

		
			Title of Authorized Signatory: Man. Dir.              
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Camaca AS              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Petter Haugen (on behalf of Herman Flinder)
		

		
			 
		

		
			Name of Authorized Signatory: Petter Haugen              
		

		
			 
		

		
			Title of Authorized Signatory: Partner                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Glanmene Industrier AS       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Eil W. Iverson              
		

		
			 
		

		
			Name of Authorized Signatory: Eil W. Iverson              
		

		
			 
		

		
			Title of Authorized Signatory: Daglig leder                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Midelfart Invest AS       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Geir Moe              
		

		
			 
		

		
			Name of Authorized Signatory: Geir Moe                     
		

		
			 
		

		
			Title of Authorized Signatory: CEO                            
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Silvercoin Industries AS       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Haakon Saeter              
		

		
			 
		

		
			Name of Authorized Signatory: Haakon Saeter                     
		

		
			 
		

		
			Title of Authorized Signatory: CEO Silvercoin Industries AS.
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Surfside Holding AS       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Morten E. Astrup              
		

		
			 
		

		
			Name of Authorized Signatory: Morten E. Astrup              
		

		
			 
		

		
			Title of Authorized Signatory: Styreleder                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: ValueWorks Limited Partners       
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Charles Lemmides       
		

		
			 
		

		
			Name of Authorized Signatory: Charles Lemmides              
		

		
			 
		

		
			Title of Authorized Signatory: Portfolio Manager/Principal       
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: John Wobensmith              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ John Wobensmith              
		

		
			 
		

		
			Name of Authorized Signatory:                            
		

		
			 
		

		
			Title of Authorized Signatory: __________________________
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Name of Holder: Easygroup Holdings Ltd.              
		

		
			 
		

		
			Signature of Authorized Signatory of Holder:  /s/ Stelios Haji-Ioannou       
		

		
			 
		

		
			Name of Authorized Signatory: Stelios Haji-Ioannou       
		

		
			 
		

		
			Title of Authorized Signatory: Chairman                     
		

		
			 
		

		
			 
		

		
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			[SIGNATURE PAGE OF HOLDERS TO GENCO RRA]
		

		
			 
		

		
			 
		

		
			Q5-R5 Trading, Ltd.
		

		
			By: Q Global Capital Management, L.P., as Investment Manager
		

		
			By: Q Global Advisors, LLC, its General Partner
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Noel Nesser

					
					
						 

				
	
					
						Name: Noel Nesser

					
					
						 

				
	
					
						Title: Chief Administrative Officer

					
					
						 

				



		
			 
		

		
			 
		

		
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			Annex A
		

		
			 
		

		
			Plan of Distribution
		

		
			 
		

		
			Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.  These sales may be at fixed or negotiated prices.  A Selling Stockholder may use any one or more of the following methods when selling securities:
		

		
			 
		

			
	
			
				 ·
			

			
	
			
			ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;




		
			 
		

			
	
			
				 ·
			

			
	
			
			block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;




		
			 
		

			
	
			
				 ·
			

			
	
			
			purchases by a broker-dealer as principal and resale by the broker-dealer for its account;




		
			 
		

			
	
			
				 ·
			

			
	
			
			an exchange distribution in accordance with the rules of the applicable exchange;




		
			 
		

			
	
			
				 ·
			

			
	
			
			privately negotiated transactions;




		
			 
		

			
	
			
				 ·
			

			
	
			
			settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; 




		
			 
		

			
	
			
				 ·
			

			
	
			
			in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;




		
			 
		

			
	
			
				 ·
			

			
	
			
			through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;




		
			 
		

			
	
			
				 ·
			

			
	
			
			a combination of any such methods of sale; or




		
			 
		

			
	
			
				 ·
			

			
	
			
			any other method permitted pursuant to applicable law.




		
			 
		

		
			The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), if available, rather than under this prospectus.
		

		
			 
		

		
			In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of 
		

		
			
		

		
			


		 


		

			 

		





 



		

		
			hedging the positions they assume.  The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.  
		

		
			 
		

		
			The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the 1933 Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the 1933 Act.  Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. 
		

		
			 
		

		
			The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.  The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the 1933 Act.  
		

		
			 
		

		
			Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the 1933 Act, they will be subject to the prospectus delivery requirements of the 1933 Act including Rule 172 thereunder.  In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders.
		

		
			 
		

		
			We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the 1933 Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the 1933 Act or any other rule of similar effect.  The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
		

		
			 
		

		
			Under applicable rules and regulations under the 1934 Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be subject to applicable provisions of the 1934 Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholders or any other person.  We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at 
		

		
			
		

		
			


		 


		

			2

		





 



		

		
			or prior to the time of the sale (including by compliance with Rule 172 under the 1933 Act).
		

		
			 
		

		
			 
		

		
			


		 


		

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			Annex B
		

		
			 
		

		
			GENCO SHIPPING & TRADING LIMITED
		

		
			 
		

		
			Selling Stockholder Notice and Questionnaire
		

		
			 
		

		
			The undersigned beneficial owner of common stock (the “Registrable Securities”) of Genco Shipping & Trading Limited, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed.  A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.
		

		
			 
		

		
			Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
		

		
			 
		

		
			NOTICE
		

		
			 
		

		
			The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.
		

		
			
		

		
			


		 


		

			 

		





 



		

		
			The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
		

		
			 
		

		
			QUESTIONNAIRE
		

		
			 
		

			
					
						1.

					
					
						Name.

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						(a)

					
					
						Full Legal Name of Selling Stockholder

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						(b)

					
					
						Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						(c)

					
					
						Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			2.      Address for Notices to Selling Stockholder:
		

		
			 
		

			
					
						 

				
	
					
						 

				
	
					
						 

				
	
					
						 

				
	
					
						Telephone:

					
					
						 

				
	
					
						Fax:

					
					
						 

				
	
					
						Contact Person:

					
					
						 

				



		
			 
		

		
			3.      Broker-Dealer Status:
		

		
			 
		

		
			(a)   Are you a broker-dealer?
		

		
			 
		

		
			Yes   ☐       No   ☐
		

		
			 
		

		
			(b)   If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
		

		
			 
		

		
			Yes   ☐       No   ☐
		

		
			 
		

		
			Note:   If “no” to Section 3(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
		

		
			
		

		
			


		 


		

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			(c)    Are you an affiliate of a broker-dealer?
		

		
			 
		

		
			Yes   ☐       No   ☐
		

		
			 
		

		
			(d)    If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
		

		
			 
		

		
			Yes   ☐       No   ☐
		

		
			 
		

		
			Note:   If “no” to Section 3(d), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
		

		
			 
		

		
			4.      Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.
		

		
			 
		

		
			Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.
		

		
			 
		

			
					
						 

					
					
						(a)

					
					
						Type and Amount of other securities beneficially owned by the Selling Stockholder:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			
		

		
			


		 


		

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			5.      Relationships with the Company:
		

		
			 
		

		
			Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						State any exceptions here:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				



		
			 
		

		
			The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.
		

		
			 
		

		
			By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.  The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.
		

		
			 
		

		
			IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						 

					
					
						    

					
					
						Beneficial Owner:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Name:

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title:

				



		
			 
		

		
			PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:
		

		
			 
		


		 


		

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