Exhibit 10.29


 


Shareholders Agreement


 


regarding Nordic Bulk Ventures Holding
Company Ltd., Bermuda


 


between and among


 


ST Shipping and Transport Pte. Ltd.


 


and


 


Bulk Fleet Bermuda Holding Company Limited


 


Dated 29 November 2013


 




    	 



    	 



    

 


	Index:	 	 
	 	 	 
	1	Definitions	3
	2	Structure and Initial Funding of the Company	7
	3	Objectives, Business and Future Funding of the Company	8
	4	Management of the Company	12
	5	Reserved Policy Matters	12
	6	Management of the Vessels and of the Company	15
	7	Dividend Policy	17
	8	Information, Accounts, and Audit	17
	9	Non-Assignability	18
	10	Not a Partnership and No Restrictions	18
	11	Duration	19
	12	Sale of Shares, Change of Control and Termination	19
	13	Deadlock	23
	14	Agreement to Override the Articles	26
	15	Notices	26
	16	Announcements and Circulars	27
	17	Loss of Vessel	28
	18	Consequential Loss	28
	19	Entire Agreement	28
	20	Disputes	29
	21	Governing Law and Dispute Resolution	29
	22	Counterparts	30


 




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SHAREHOLDERS AGREEMENT


 


This Shareholders Agreement (as amended,
supplemented or otherwise modified from time to time, the "Agreement") is made on 29 November 2013 by and between:


 


		(1)	ST Shipping and Transport Pte.
                                         Ltd. of 1 Temasek Avenue, #34-01 Millenia Tower, Singapore 039192 ("STST");
                                         and



 


		(2)	Bulk Fleet Bermuda Holding Company
                                         Limited of Third Floor, Par La Ville Place, 14 Par La Ville Road, Hamilton, HM08,
                                         Bermuda ("BFB"),



 


Each of STST and BFB may be referred to
herein individually as a "Shareholder" or "Party" and jointly as the "Shareholders"
or "Parties".


 


RECITALS


 


A.         STST and BFB each own fifty percent
(50%) percent of the issued and outstanding shares of Nordic Bulk Ventures Holding Company Ltd., a company limited by shares that
was duly formed and is validly existing pursuant to the laws of Bermuda (the "Company").


 


RECITALS


 


WHEREAS, the Parties wish to set
forth in this Agreement the details of the purpose, business, capitalization, organization and management of the Company.


 


AGREEMENT


 


NOW THEREFORE, in exchange for
the mutual premises and consideration set forth herein, the sufficiency and receipt of which is hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:


 


		1	Definitions



 


		1.1	Subject to Clause 1.2. herein, in
                                         this Agreement:



 


Administrative Directors
has the meaning given in clause 4.1.


 


Affiliate means, in
relation to any person, any person which directly or indirectly controls, is controlled by, or is controlled by the same person
as, such entity; in relation to individuals, an Affiliate shall also include the spouse and offsprings of that individual and
any entities controlled directly or indirectly by such persons. For purposes of this Agreement, Glencore International AG ("Glencore"),
Glencore International plc and Glencore Xstrata plc are Affiliates of STST; and NBC, Bulk Partners (Bermuda) Ltd. and Phoenix
Bulk Management Bermuda Ltd. are Affiliates of BFB.


 




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Annual Budget means
the annual budget of the Company and its Subsidiaries.


 


BFB means Bulk Fleet
Bermuda Holding Company Limited of Third Floor, Par La Ville Place, 14 Par La Ville Road, Hamilton, HM08, Bermuda.


 


Business Day means a
day, other than a Saturday or a Sunday, when banks are open for business in New York, United States of America and Zug, Switzerland.


 


Change of Control means
with respect to:


 


		(a)	BFB:



 


		(i)	an event that results in any
                                         Person(s) other than Bulk Partners (Bermuda) Ltd., directly or indirectly owning securities
                                         or voting power in BFB or otherwise being in a position to exercise Control over BFB;
                                         or



 


		(ii)	an event that results in any
                                         Person(s) other than Edward Coll, Anthony Laura and Cartesian Bulk being in a position
                                         to exercise Control over Bulk Partners (Bermuda) Ltd.;



 


		(b)	STST:



 


		(i)	an event that results in any
                                         Person(s) other than Glencore or Glencore Xstrata plc directly or indirectly owning securities
                                         or voting power in STST or otherwise being in a position to exercise Control over STST.



 


Commercial Management Agreement
has the meaning given in clause 6.1.


 


Company means Nordic
Bulk Ventures Holding Company Ltd. of Third Floor, Par La Ville Place, 14 Par La Ville Road, Hamilton, HM08, Bermuda.


 




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Company Management Agreement
has the meaning given in clause 6.3.


 


Control,
Controls and Controlled means (a) ownership of at least fifty percent (50%) of the voting rights of a Person, (b)
the power to direct or cause the direction of the management and policies of a Person, or (c) the power to appoint a majority
(or more) of the board of directors of a Person.


 


Deadlock has the meaning
given in clause 13.1.


 


Deadlock Notice has
the meaning given in clause 13.1.


 


Deadlock Offer has the
meaning given in clause 13.2.


 


Deadlock Offer Period
has the meaning given in clause 13.2.


 


Deadlock Price has the
meaning given in clause 13.2.


 


Defaulting Party has
the meaning given in clause 12.7.


 


Due Date
has the meaning given in clause 3.7.


 


Encumbrance
means any mortgage, pledge, lien, encumbrance, charge, option, usufruct, right to acquire, right of pre-emption, assignment,
hypothecation or other third party security interest, including title retention arrangements or restrictions of transfer and any
agreement, arrangement or obligation to create any of the foregoing.


 


Financing Agreement has
the meaning given in clause 3.7.


 


Financial Indebtedness means,
with respect to any person, all indebtedness of such person including without limitation:


 


		(i)	for
                                         or in consideration of borrowed money or arising out of any credit facility or financial
                                         accommodation; or



 


		(ii)	for
                                         the deferred purchase price of assets or services (other than trade payables arising
                                         in the ordinary course of business); or



 


		(iii)	arising
                                         under any lease which would be capitalised on the balance sheet of the lessee in accordance
                                         with IFRS (prepared on a consistent basis) or which is otherwise in substance a financing
                                         lease; or



 


		(iv)	arising
                                         in respect of any debenture, bond, note, loan stock or other security, any acceptance
                                         or documentary credit or any receivables sold or discounted other than on a non-recourse
                                         basis; or



  




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		(v)	arising
                                         under any other obligation or transaction which, in accordance with IFRS (prepared on
                                         a consistent basis), has the commercial effect of borrowing.



  


Glencore means Glencore
International AG of Baarermattstrasse 3, 6341 Baar, Switzerland.


 


Government Authority
means any central, provincial, state, municipal, county or regional governmental or quasi-governmental instrumentality, and includes
any ministry, department, commission, bureau, board, administrative or other agency or regulatory body or instrumentality thereof.


 


Guarantee Payment has
the meaning given in clause 3.7.


 


Guaranteeing Shareholder
Party has the meaning given in clause 3.7.


 


Indemnifying Party has
the meaning given in clause 3.7.


 


NBC means Nordic Bulk
Carriers A/S of Tuborg Havnevej 19, DK-2900, Denmark.


 


Negotiation Period has
the meaning given in clause 13.2.


 


Net Asset Value has
the meaning given in clause 12.4.


 


Notice to Offer has
the meaning given in clause 12.7.


 


Offer Period has the
meaning given in clause 12.4.


 


Offeree has the meaning
given in clause 12.4.


 


Optional Suspensive Condition
has the meaning given in clause 12.4.


 


Person
means a natural person, a corporation, a partnership, a trust, a business trust, a joint stock company, an unincorporated
association, any Government Authority, and any other legal entity, including similar entities.


 


Recipient has the meaning
given in clause 13.2.


 


Recipient Acceptance
has the meaning given in clause 13.2.


 


Recipient Purchase Price
has the meaning given in clause 13.2.


 




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Receipt Date has the
meaning given in clause 12.4.


 


Sale Price has the meaning
given in clause 12.4.


 


Sale Shares and Loans has
the meaning given in clause 12.4.


 


Server has the meaning
given in clause 13.2.


 


Shareholder Loans means
the zero-interest subordinated shareholder loans provided by the Shareholders to the Company from time to time, as referred to
in clause 3.


 


STST means ST Shipping
and Transport Pte. Ltd. of 1 Temasek Avenue, #34-01 Millenia Tower, Singapore 039192.


 


Subsidiary means each
subsidiary of the Company, and may be referred to jointly as Subsidiaries.


 


Vessel means each vessel
owned by the Company and/or its Subsidiaries.


 


		2	Structure and Initial Funding of the Company



 


		2.1	Promptly after the date hereof,
                                         the Parties shall jointly own the Company on a 50/50 basis, and the Parties agree that
                                         the Company shall be operated in a manner consistent with the objectives and principles
                                         hereafter set forth in this Agreement.



 


		2.2	On the date hereof, the Company
                                         has a fully issued and paid-up share capital of USD 10,000 divided into 10,000 ordinary
                                         shares of USD 1.00 each, which are held by BFB.



 


		2.3	Promptly after the date of this Agreement
                                         being signed by the Parties and the payment of USD 3,000,000.00 by STST to the Company
                                         pursuant to clause 3.2, BFB shall arrange for the transfer of 50% of the ordinary shares
                                         in the Company to STST, resulting in the ordinary shares of the Company being held as
                                         follows:



 


	 	-	STST	5,000 ordinary shares
	 	 	 	 
	 	-	BFB	5,000 ordinary shares


 


		2.4	The Parties agree that the costs
                                         and expenses incurred on or from the date
                                         hereof, and to be incurred, in connection with the administration of the Company
                                         and its Subsidiaries shall, wherever practicable, be kept to a minimum. Consequently,
                                         the Parties agree that they shall use all commercially reasonable endeavours to maintain
                                         the structure of the Company in as simple a manner as possible, and the procedures in
                                         connection with the administration of the Company and its Subsidiaries shall be maintained
                                         so as to maximize the efficient and expeditious operation of the Company and its Subsidiaries.



 




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		2.5	Each Party hereby undertakes to the
                                         other Party to exercise the rights attaching to its shares in the Company and to procure
                                         that the persons nominated by any of them as directors of the Company shall exercise
                                         their powers in that capacity as such, so as to cause the business of the Company to
                                         be carried on in the manner contemplated by this Agreement.



 


		2.6	The Parties agree that, unless otherwise
                                         mutually agreed in writing by all of the Parties, the Company shall not issue any shares
                                         other than ordinary shares.



 


		3	Objectives, Business and Future Funding
                                         of the Company



 


		3.1	The Parties agree that the primary
                                         business objectives and purposes of the Company shall be to buy, charter and sell the
                                         Vessels, and always in accordance to clause 3 hereof.



 


		3.2	Promptly after the date hereof, each
                                         Party shall provide USD 3,000,000.00 of zero-interest subordinated loans to the Company
                                         ("Shareholder Loans"), or USD 6,000,000.00 in total, in order to provide
                                         initial working capital for the Company.



 


		3.3	Any further funding requirements
                                         of the Company and its Subsidiaries shall be shared by the Parties on a pro rata basis
                                         in accordance with each of the Parties' then outstanding percentage ownership of ordinary
                                         shares as at the date of such funding, provided that all Parties agree in accordance
                                         with Clause 5.1.(t) herein. The Parties shall agree from time to time the amount and
                                         timing of any funding requirements of the Company, and whether each funding shall take
                                         the form of (a) a subscription for additional ordinary shares to be issued by the Company,
                                         (b) additional Shareholder Loans to the Company, or (c) such other form as may be agreed
                                         by the Parties.



 




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		3.4	Notwithstanding any other provisions
                                         in this Agreement, if:



 


		(a)	a default under a debt agreement
                                         of the Company and/or a Subsidiary has occurred or is reasonably expected to occur in
                                         the immediate future (other than a Shareholder Loan) and the
                                         Company and/or a Subsidiary requires additional funding in order to cure that default;
                                         or



 


		(b)	additional
                                         funds are needed by the Company and/or a Subsidiary for the sole purpose of paying the
                                         operating expenses of the Vessels (including drydock expenses) as previously approved
                                         by the Parties in accordance with the Annual Budget



 


each Shareholder
shall be required to, and shall, advance additional funds as Shareholder Loans to the Company to cure that default, the amount
of which shall be equal to the product of (i) such amount required to cure such default, and (ii) such Shareholder’s then
outstanding shareholding percentage at the time such additional funds are required to be paid.


 


		3.5	Unless agreed in writing by the Company
                                         and all of the Shareholders, identical terms and conditions (other than name, date, and
                                         amount) shall apply to the Shareholder Loans provided by each of the Shareholders to
                                         the Company from time to time, including, without limitation, rate of interest, payment
                                         terms in respect of principal and interest, maturity date, covenants and undertakings,
                                         events of default, or otherwise.



 


		3.6	To the extent a Party does not fund
                                         within the time set forth in the relevant
                                         notice the full amount of its pro rata share of any agreed funding amount as set
                                         forth in clauses 3.3 and 3.4, then each Party agrees that any such failure to fund shall
                                         constitute a substantial breach of such Party's obligations under this Agreement for
                                         purposes of clause 12.7 hereof.



 


		3.7	Except as expressly set forth herein,
                                         no Party shall be obliged to give any guarantee for the Company’s or any of its
                                         Subsidiaries’ obligations. Notwithstanding the foregoing, if:



 




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		(a)	a
                                         Party (including each of its direct or indirect parent companies, in the case of STST,
                                         Glencore and Glencore Xstrata plc, and in the case of BFB, Bulk Partners (Bermuda) Ltd.,
                                         is bound by any guarantee due
                                         and owing to any third party for the obligations of the Company and/or its Subsidiaries
                                         (each, a "Guaranteeing Shareholder Party"); and



 


		(b)	that Guaranteeing Shareholder
                                         Party is at any date (even after that Guaranteeing Shareholder Party has ceased to hold
                                         any shares) (the "Due Date") obliged to pay any amount to the third
                                         party creditor in terms of such guarantee (each, a "Guarantee Payment"),



 


then the
other Party (including its direct or indirect parent companies, in the case of STST, Glencore and and Glencore Xstrata plc; and
in the case of BFB, Bulk Partners (Bermuda) Ltd. (the "Indemnifying Party") at the Due Date shall unconditionally
and irrevocably indemnify each Guaranteeing Shareholder Party against such Guarantee Payment in an amount equal to (i) the product
of (x) its pro rata shareholding percentage as at the Due Date multiplied by (y) the amount of the Guarantee Payment, minus
(ii) any partial payments actually made by such Indemnifying Party on or prior to such Due Date. For the avoidance of doubt, but
subject to the terms of any loan agreement, guarantee agreement or similar agreement or document in respect of the Company or
a Subsidiary (each, a "Financing Agreement") to which such Party is a party as at the Due Date, the shareholding
percentage of a Party shall be 0 (zero) if that Party ceases to hold shares prior to the Due Date.


 


		3.8	To the extent that an Indemnifying
                                         Party (and its direct or indirect parent companies set forth in clause 3.7(a), as applicable)
                                         is unable to indemnify the Guaranteeing Shareholder Party (or its direct or indirect
                                         parent companies as set forth in clause 3.7(a), as applicable) in accordance with clause
                                         3.7, and otherwise within 30 days after written demand for payment from the Guaranteeing
                                         Shareholder Party, then such Guaranteeing Shareholder Party shall be entitled to exercise
                                         one or more of the following remedies, either individually or cumulatively, at its option:



 




    	10



    	 



    

 


		(a)	the Guaranteeing Shareholder
                                         Party shall be entitled to purchase all of the shares and Shareholder Loans of the Company
                                         owned or controlled by the Indemnifying Party, by way of offset against the value of
                                         the Indemnifying Party's unpaid obligation to the Guaranteeing Shareholder Party arising
                                         pursuant to clause 3.7, calculated at a price equal to 80% of the Net Asset Value (as
                                         defined in clause 12.4) of the shares and Shareholder Loans of the Company owned or controlled
                                         by the Indemnifying Party, it being understood and agreed that if the Guaranteeing Shareholder
                                         Party exercises this option, (i) to the extent that the amount equal to 80% of the Net
                                         Asset Value of the shares and Shareholder Loans of the Company owned or controlled by
                                         the Indemnifying Party exceeds the value of the Indemnifying Party's unpaid obligation
                                         to the Guaranteeing Shareholder Party arising pursuant to clause 3.7, it shall pay any
                                         such excess amounts to the Indemnifying Party, or (ii) to the extent that the value of
                                         the Indemnifying Party's unpaid obligation to the Guaranteeing Shareholder Party arising
                                         pursuant to clause 3.7 exceeds the amount equal to 80% of the Net Asset Value of the
                                         shares and Shareholder Loans of the Company owned or controlled by the Indemnifying Party,
                                         it may seek to collect the deficiency from the Indemnifying Party;



 


		(b)	the Guaranteeing Shareholder
                                         Party shall, subject to and to the extent permitted by the terms of any Financing Agreement
                                         to which the Guaranteeing Shareholder Party is a party, be subrogated to the rights of
                                         any third party financial institution that has provided loans to the Company or a Subsidiary
                                         pursuant to one or more facility agreement/s; and/or



 


		(c)	the Guaranteeing Shareholder
                                         Party shall be entitled to exercise any and all other rights and remedies available to
                                         it under this Agreement, any other agreement to which it and the Indemnifying Party is
                                         a party, and/or applicable law.



 


		3.9	The Company and its Subsidiaries
                                         shall obtain and maintain all necessary and customary insurance policies in respect of
                                         the Vessels and its business, including, without limitation, any and all insurance policies
                                         as may be required by the terms of any Financing Agreement entered into with any third
                                         party financial institution.



 




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		4	Management of the Company



 


		4.1	The board of directors of the Company
                                         currently comprises 3 (three) directors (the "Administrative Directors")
                                         each of whom is associated with the administration services provider for the Company
                                         in Bermuda.



 


The
Company shall discharge promptly after the signing of this Agreement the
3 (three) Administrative Directors, and each of STST and BFB shall be entitled to appoint 2
(two) nominees to the Board, such that the board of directors of the Company shall then consist of up to 4
(four) directors. Each Party may replace either
or both of its nominees to the Board at any time. At the request of a
Party, the chairman shall, on an alternating annual basis, be either a BFB-designated
nominee or a STST-designated nominee, with such chairman initially to be selected
by the requesting Party from its own respective nominees.


 


		4.2	Meetings of the board of directors
                                         of the Company shall be held at least once per
                                         quarter, and more frequently in the discretion of the board of directors of the
                                         Company at a time and place mutually agreed by the board of directors. The attendance
                                         of one nominee of each Party will be required for a quorum.



 


		4.3	The day-to-day business affairs of
                                         the Company shall be managed in accordance with Clause 6.3 herein.



 


		4.4	The provisions of this Clause 4 shall
                                         apply mutatis mutandis to each of the Subsidiaries.



 


		5	Reserved Policy Matters



 


		5.1	The Parties agree that none of the
                                         following matters shall be undertaken by the Company or its Subsidiaries after the date
                                         hereof, except by the prior written agreement of the Parties, each acting for itself
                                         and not as a fiduciary to the other Party:



 


		(a)	the creation or issuance of
                                         any shares or the grant or agreement to grant any option over any shares of the Company
                                         or a Subsidiary and/or the issue of any obligations convertible or exercisable into any
                                         such shares;



 




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		(b)	any re-organisation of the share
                                         capital of the Company or a Subsidiary;



 


		(c)	the alteration, amendment or
                                         modification of the memorandum of association and/or the by-laws, in each case in respect
                                         of the Company or a Subsidiary;



 


		(d)	the declaration or payment of
                                         any dividend or distribution in respect of the shares or shareholder loans of the Company
                                         or a Subsidiary;



 


		(e)	the sale, transfer or contribution
                                         of any property or assets either by a Party to the Company or a Subsidiary, or to a Party
                                         by the Company or a Subsidiary, including, without limitation, any Affiliates or subsidiaries
                                         of such Party, and the terms and conditions thereof;



 


		(f)	the sale or
                                         Encumbrance by the Company of shares in a Subsidiary;



 


		(g)	the sale or purchase of, the
                                         grant of a purchase option to a third party over, the exercise of an option to purchase,
                                         or the grant of any mortgage, charge or Encumbrance over, any Vessel or any other asset
                                         or property of the Company or a Subsidiary or of any interest therein;



 


		(h)	the
                                         chartering-in of any vessel for a period exceeding six (6) months by the Company or a
                                         Subsidiary;



 


		(i)	the chartering–out
                                         of any Vessel for a period exceeding six (6) months by the Company or a Subsidiary;



 


		(j)	the giving of any guarantee
                                         or indemnity by the Company or a Subsidiary or by a Party on behalf of the Company or
                                         a Subsidiary;



 


		(k)	the formation or acquisition
                                         of any new subsidiary or affiliate of the Company or a Subsidiary;



 


		(l)	the acquisition by the Company
                                         or a Subsidiary of any shares of any other company or the participation by the Company
                                         or a Subsidiary in any partnership or joint venture;



 




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		(m)	the incurrence of any Financial
                                         Indebtedness by the Company or a Subsidiary from any third party;



 


		(n)	the lending of any monies by
                                         the Company or a Subsidiary (otherwise than by way of deposit with a bank), including
                                         the lending of any monies by the Company to a Subsidiary or by one Subsidiary to another
                                         Subsidiary;



 


		(o)	the disposal of any property
                                         or assets of the Company or a Subsidiary;



 


		(p)	the consolidation, amalgamation
                                         or merger of the Company or a Subsidiary with any other company, entity, or person, or
                                         the split or spin-off of any Company or Subsidiary section;



 


		(q)	the appointment of the auditors
                                         of the Company or a Subsidiary;



 


		(r)	any transaction between the
                                         Company and/or a Subsidiary and a Party or any subsidiary or Affiliate of such Party;



 


		(s)	the alteration, amendment or
                                         modification of any of the agreements referred to in clause 6 hereof (for the avoidance
                                         of doubt, excluding, pursuant to clause 6.5, where there has been a material
                                         default under a management agreement and a Party has requested the other Party to cooperate
                                         in removing the defaulting manager);



 


		(t)	the amount and timing of any
                                         additional funding requirements of the Company as per clause 3.3 hereof (for the avoidance
                                         of doubt, excluding additional funding requirements which are mandatory pursuant to clause
                                         3.4);



 


		(u)	the execution of any shipbuilding
                                         contracts by the Company and/or any of its Subsidiaries;



 


		(v)	any change in the business objectives
                                         of the Company;



 


		(w)	any change in the tax classification
                                         of the Company and/or any of its Subsidiaries;



 


		(x)	any action that affects the
                                         right of any Shareholder to appoint a board member;



 




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		(y)	the approval of the Annual Budget
                                         (including any amendment thereof);



 


		(z)	liquidation or winding up of
                                         the Company and/or any of its Subsidiaries;



 


		(aa)	listing on any stock exchange
                                         of the Company and/or any of its Subsidiaries;



 


		(bb)	hiring, firing, or compensation
                                         of any employees; and



 


		(cc)	the initiation or settlement
                                         of any litigation by or against the Company or any of its Subsidiaries exceeding USD
                                         fifty thousand (USD 50,000.00).



 


		6	Management of the Vessels and of the
                                         Company



 


		6.1	The commercial employment of the
                                         Vessels owned by the Company and/or its Subsidiaries shall be entrusted to Nordic Bulk
                                         Carriers A/S ("NBC"), pursuant to an agreement substantially in the
                                         form attached hereto as Appendix 1, subject to any alterations agreed from
                                         time to time between the Company and/or Subsidiaries and all the Parties, (the “Commercial
                                         Management Agreement”).



 


		6.2	The technical management of any Vessels
                                         owned by the Company and/or its Subsidiaries shall be entrusted to Seamar Management
                                         S.A., pursuant to an agreement substantially in the form attached hereto as Appendix
                                         2, subject to any alterations agreed from time to time between the Company and/or
                                         Subsidiaries and all the Parties.



 


		6.3	The day-to-day management of the
                                         Company's and Subsidiaries’ business affairs and the accounting and preparation
                                         of periodic financial statements for the Company and Subsidiaries shall be entrusted
                                         to Phoenix Bulk Management Bermuda Ltd., as administrative manager, pursuant to an agreement
                                         substantially in the form attached hereto as Appendix 3, subject to any
                                         alterations agreed from time to time between the Company and/or Subsidiaries and all
                                         the Parties, (the “Company Management Agreement”).



 




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		6.4	It is understood that the commercial
                                         management (clause 6.1), technical management (clause 6.2) and day-to-day management
                                         (clause 6.3) is not an exclusive right or agreement for any one of the Parties and shall
                                         be assigned to and/or delegated as per agreement of the Parties.



 


		6.5	The
                                         commercial management, technical management and administrative management of all the
                                         Vessels ultimately owned by the Company will remain with the companies as provided above
                                         in clauses 6.1, 6.2 and 6.3, respectively. The terms of such management will be subject
                                         to the “arms-length interaction” limitation and the Parties approval set
                                         forth above and will be fully disclosed in an “open-book” fashion. Any divergence
                                         from recommended maintenance schedules and generally accepted standards will require
                                         the consent of the Parties. The Parties will receive copies of all vetting reports, class
                                         surveys etc upon their issuance. The Parties shall procure, whether by instructing the
                                         companies referred to in clauses 6.1, 6.2 and 6.3 or otherwise, that the Company and
                                         all of its Subsidiaries and affiliates maintain insurance of an appropriate level and
                                         quality. Non-performance of the management services shall trigger a material default
                                         under the respective management agreement. In such an event any Party may request the
                                         other Party to cooperate in removing the the defaulting managers (namely the companies
                                         referred in clauses 6.1, 6.2 and/or 6.3 as the case may be).



 


		6.6	Each Party will have the right
                                         to nominate its representative with the technical manager of the ships with full access
                                         to all aspects of management information on operations, special surveys, dry dockings,
                                         crewing, insurance, repairs and maintenance, etc., but without interfering with the operations
                                         of the technical manager.



 


		6.7	The
                                         Company may enter into agreements with the Company’s Subsidiaries or affiliates,
                                         the Parties or their Affiliates, or any of their respective directors or officers only
                                         if (a) the commercial terms of such agreements are on an “arms length” basis
                                         (b) such terms are disclosed in advance to each Party and (c) each Party affirmatively
                                         approve such an agreement.



 




    	16



    	 



    

 


 


		7	Dividend Policy



 


		7.1	Subject to clause 7.2, it shall be
                                         the policy of the Company and the Subsidiaries to pay regular dividends, provided that
                                         the amount and timing of any dividends shall be determined by the board of directors
                                         of the Company.



 


		7.2	Notwithstanding clause 7.1, each
                                         payment of a dividend by the Company or a Subsidiary shall be subject to the following
                                         limitations:



 


		(a)	the terms and conditions contained
                                         in any Financing Agreement entered into by and between the Company and/or a Subsidiary
                                         and its lenders (if applicable); and



 


		(b)	prudent and conservative business
                                         principles.



 


		8	Information, Accounts, and Audit



 


		8.1	The accounting reference date of
                                         the Company and each Subsidiary shall be December 31 of each year.



 


		8.2	The audited accounts of the Company
                                         and each Subsidiary shall be prepared in accordance with U.S. GAAP.



 




    	17



    	 



    

 


		8.3	Each Party will have access to all
                                         information of the Company (and any subsidiary thereof) and may conduct the following,
                                         without limitation: (a) review of detailed draft annual budgets and projections, submitted
                                         at least one month before the beginning of each financial year; (b) review of detailed
                                         unaudited financial statements and full detailed management information submitted on
                                         a quarterly basis; (c) review of detailed annual audited financial statements, prepared
                                         by a reputable accounting firm according to IFRS or GAAP within 120 days from the end
                                         of each financial year; (d) review of such other information that such Party requests
                                         to review; and (e) discuss the performance and operations of the Company and its subsidiaries
                                         with the management of NBC, the administrative manager and the technical manager on a
                                         quarterly basis.



 


		9	Non-Assignability



 


		9.1	Each Party hereby undertakes with
                                         the other Party that during the continuance of this Agreement it shall not without the
                                         prior written consent of the other Party mortgage, charge or otherwise encumber the whole
                                         or any part of its shares or Shareholder Loans in the Company or assign or otherwise
                                         purport to deal with the beneficial interest therein or any right relating thereto separate
                                         from the legal ownership of such shares, except in accordance with the terms and conditions
                                         of any Financing Agreement entered into between the Company and/or a Subsidiary and its
                                         third party lenders (if applicable).



 


		9.2	No Party may without the prior written
                                         consent of the Party assign any of its rights or obligations under this Agreement which
                                         is personal to the Parties.



 


		10	Not a Partnership and No Restrictions



 


		10.1	Nothing in this Agreement shall
                                         create a partnership or establish a relationship of principal and agent or any other
                                         relationship of a similar nature between or among the Parties.



 


		10.2	The entering into of this Agreement
                                         does not imply any restrictions on the other business activities of either Party. For
                                         instance, each of the Parties shall (alone or together with any other of the Parties
                                         or any third party) be free to purchase and operate vessels which may compete with the
                                         Vessel(s). Similarly, each of the Parties is free to undertake on behalf of itself or
                                         third parties the technical or commercial management of such vessels.



 




    	18



    	 



    

  


		11	Duration



 


		11.1	This Agreement shall come into force
                                         immediately upon its execution.



 


		11.2	This Agreement shall thereafter
                                         continue until terminated in accordance with the provisions of clause 12 or until it
                                         is expressly superseded by any amended shareholders agreement in respect of the Company.



 


		12	Sale of Shares, Change of Control
                                         and Termination



 


		12.1	Unless otherwise agreed in writing
                                         by all of the Parties, the Parties shall not sell, place encumbrances over, transfer
                                         or otherwise dispose of, grant any options over, issue any debt which is convertible
                                         into equity in or list on any stock exchange, any right, title or interest in the ordinary
                                         shares or Shareholder Loans of the Company except in accordance with the provisions of
                                         this clause 12.



 


		12.2	Unless otherwise agreed in writing
                                         by all of the Parties, if a Change of Control occurs in relation to any Party to this
                                         Agreement, such Party (the "Defaulting Party") shall be deemed to be
                                         in substantial breach of its obligations hereunder, and, pursuant to clause 12.7, the
                                         non-defaulting Party shall be entitled to serve a Notice to Offer on the Defaulting Party
                                         requiring such Defaulting Party to offer all of its shares and Shareholder Loans in the
                                         Company to the non-defaulting Party due to a substantial breach of such Defaulting Party’s
                                         obligations hereunder (which breach remains unremedied for a period of 15 (fifteen) days
                                         from the date of any notice in writing requiring such breach to be remedied).



 


		12.3	Unless otherwise agreed, each Party
                                         can only sell all of their shares and Shareholder Loans in the Company in a single transaction.
                                         Each Party may only sell all of its shares in the Company if in one and the same transaction
                                         it also sells, transfers or otherwise assigns its Shareholder Loans in the Company. The
                                         sale shall be effected as set forth in this clause 12.



 




    	19



    	 



    

 


		12.4	In the event that a Party wishes
                                         to sell all of its shares and Shareholder Loans in the Company, it shall be obliged to
                                         offer in writing such shares and Shareholder Loans (the "Sale Shares and Loans")
                                         to the other Party (the "Offeree ") at a price equal to the Net Asset
                                         Value of the Sale Shares and Loans (the "Sale Price").



 


The offer
shall:


 


		(a)	be irrevocable and open for acceptance
                                         by the Offeree as at the date of receipt of the offer by the Offeree ("Receipt
                                         Date"), for a period beginning on the Receipt Date and ending five (5) Business
                                         Days after the earlier of (a) the date that the Parties reach an agreement on the price
                                         of the Sale Shares and Loans pursuant to this clause 12.4 or (b) the date of issuance
                                         of the auditors' opinion referred to in this clause 12.4 ("Offer Period");



 


		(b)	be subject to the condition that
                                         the Offeree must accept all (and not part only) of the Sale Shares and Loans; and



 


		(c)	be subject to the condition that
                                         the sale of the Sale Shares and Loans by the offering shareholder to the Offeree will
                                         not trigger an event of default under a Financing Agreement,



 


At the option
of the offering shareholder, the offer may be subject to the suspensive condition that the offering shareholder and its direct
or indirect parent companies are released with immediate effect from any guarantees and indemnities that the offering shareholder
and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and
its Subsidiaries to third parties (the “Optional Suspensive Condition”).


 




    	20



    	 



    

 


		(a)	The term "Net Asset
                                         Value" shall be (a) such price as may be mutually agreed between the Parties,
                                         or (b) failing agreement between the Parties, such price as the auditors of the Company
                                         acting as experts (and not as arbitrators) shall certify to be in their opinion the net
                                         asset value of the Sale Shares and Loans based on the then outstanding assets and liabilities
                                         (excluding Shareholder Loans) of the Company and its Subsidiaries on a consolidated basis,
                                         calculated as soon as practically possible and based on US GAAP accounting principles
                                         and practices, provided that (i) the auditors shall be required to base their opinion
                                         on the average of 3 (three) independent shipbrokers' valuations of the Vessels owned
                                         by the Company and its Subsidiaries at the time of valuation, such valuation to be done
                                         without physical inspection of the Vessels on the basis of willing seller/willing buyer
                                         and including the value of any charterparty entered into by the Company and/or its Subsidiaries
                                         relating to the Vessels, and (ii) all costs incurred in connection with the obtaining
                                         of the auditors' opinion and the shipbrokers' valuations shall be borne by the offering
                                         shareholder. 



 


		12.5	If (a) the Offeree accepts the entire
                                         offer in respect of the Sale Shares and Loans prior to the end of the Offer Period and
                                         (b) the offer is not subject to the Optional Suspensive Condition, the Sale Price shall
                                         be paid for in cash by such Offeree to the offering shareholder (against receipt of the
                                         un-encumbered Sale Shares and Loans) within 60 (sixty) days of the expiry of the Offer
                                         Period, and the Offeree shall, subject to compliance to the terms of any Financing Agreement
                                         in effect at the relevant time, (i) use commercially reasonable efforts to (a) ensure
                                         that the offering shareholder and its direct or indirect parent companies are released
                                         with immediate effect from any guarantees and indemnities that the offering shareholder
                                         and its direct or indirect parent companies have provided to any third parties in respect
                                         of the obligations of the Company and its Subsidiaries to third parties, and (b) obtain
                                         all necessary consents in respect of same, and (ii) ensure that if BFB is the offering
                                         shareholder, the Commercial Management Agreement and the Company Management Agreement
                                         shall be terminated with immediate effect. The offering shareholder shall, upon the request
                                         of the other Party and without further consideration, perform all actions in a reasonable
                                         and timely manner which are required to effect the contract terminations in accordance
                                         with sub-clauses (i) and (ii). If the Offeree is unable to procure that the offering
                                         shareholder and its direct or indirect parent companies are released with immediate effect
                                         from any guarantees and indemnities that the offering shareholder and its direct or indirect
                                         parent companies have provided to any third parties in respect of the obligations of
                                         the Company and its Subsidiaries to third parties, then the remaining Shareholder and
                                         its respective direct or indirect parent companies (as outlined in clause 3.7 for the
                                         Parties as of the date hereof) shall unconditionally and irrevocably indemnify the offering
                                         Shareholder for any amounts it or its direct or indirect parent companies pay in relation
                                         to any guarantees or indemnities that the offering shareholder or its direct or indirect
                                         parent companies have provided to any third parties in respect of the obligations of
                                         the Company and its Subsidiaries.



 




    	21



    	 



    

 


		12.6	If (a) the Offeree accept the entire
                                         offer in respect of the Sale Shares and Loans prior to the end of the Offer Period, (b)
                                         the offer is subject to the Optional Suspensive Condition, and (c) the Offeree has procured
                                         that the offering shareholder and its direct or indirect parent companies are released
                                         with immediate effect from any guarantees and indemnities that the offering shareholder
                                         and its direct or indirect parent companies have provided to any third parties in respect
                                         of the obligations of the Company and its Subsidiaries to third parties, the Sale Price
                                         shall be paid for in cash by the Offeree to the offering shareholder (against receipt
                                         of the un-encumbered Sale Shares and Loans) within 60 (sixty) days of the expiry of the
                                         Offer Period, and the Offeree shall ensure that if BFB is the offering shareholder, the
                                         Commercial Management Agreement and the Company Management Agreement shall be terminated
                                         with immediate effect. The offering shareholder shall, upon the request of the other
                                         Party and without further consideration, perform all actions in a reasonable and timely
                                         manner which are required to effect such contract terminations.



 


		12.7	In the event that a Party or such
                                         Party’s Affiliates shall be in substantial breach of its obligations hereunder,
                                         including, for the avoidance of doubt, the occurrence of a Change of Control in relation
                                         to a Party or in respect of the Commercial Management Agreement or the Company Management
                                         Agreement (which breach remains unremedied for a period of 15 (fifteen) days from the
                                         date of any notice in writing requiring such breach to be remedied), the non-defaulting
                                         Party shall be entitled to serve a notice in writing on the Party who has defaulted or
                                         whose affiliate has defaulted (the "Defaulting Party") requiring such
                                         Defaulting Party to offer its shares and Shareholder Loans in the Company to the non-defaulting
                                         Party at a price equivalent to eighty percent (80%) of their Net Asset Value (as defined
                                         in clause 12.4) but otherwise on the terms and conditions set out in clause 12 (the "Notice
                                         to Offer"). If the Defaulting Party fails for any reason whatsoever to offer
                                         its shares and Shareholder Loans in the Company in the manner described above, the Defaulting
                                         Party shall be deemed to have given such offer to the non-defaulting Party on the expiration
                                         of 15 (fifteen) days from the receipt of the written Notice to Offer from the non-defaulting
                                         Party referred to above.



 




    	22



    	 



    

  


		13	Deadlock



 


		13.1	In this Agreement, "Deadlock"
                                         means a situation in which:
	 	 	 



		(a)	any matter has been proposed
                                         by a Party to the other Party which constitutes a Reserved Policy Matter, and at the
                                         expiry of 15 days after such Reserved Policy Matter is proposed, it has not been approved
                                         in accordance herewith or withdrawn; and



 


		(b)	a Party has given notice to
                                         the other Party within 20 days following the end of the period referred to in subparagraph
                                         (a) above informing the other Party that it wishes to implement the Deadlock procedure
                                         and specifying the matter giving rise to the Deadlock situation (a "Deadlock
                                         Notice").



 


		13.2	Following delivery of a Deadlock
                                         Notice:



 


		(a)	the Parties shall, within 10
                                         Business Days following the delivery of the Deadlock Notice, meet to discuss the Deadlock
                                         in good faith in an effort to reach agreement on the matter giving rise to the Deadlock
                                         within a further 10 Business Days (the "Negotiation Period");



 




    	23



    	 



    

 


		(b)	if no agreement is reached during
                                         the Negotiation Period, then at any time during the 180 (one hundred and eighty) day
                                         period after the expiry of the Negotiation Period, a Party (the "Server")
                                         shall be entitled, but shall not be obliged, to deliver a written offer (the "Deadlock
                                         Offer") on the other Party (the "Recipient") setting out a
                                         price at which the Server is willing either to sell all, but not part, of the Company’s
                                         shares and Shareholder Loans held by the Server, or to buy all, but not part, of the
                                         Company’s shares and Shareholder Loans held by the Recipient (the "Deadlock
                                         Price"), accompanied by (a) a banker’s guarantee, standby letter of credit
                                         or other form of proof of available funds for such offer and (b) reasonable written proof
                                         that the Server can procure the release of any guarantees and indemnities that the Recipient
                                         and its direct or indirect parent companies have provided to any third parties in respect
                                         of the obligations of the Company and its Subsidiaries to third parties, to the extent
                                         that the Recipient chooses to sell its shares and Shareholder Loans to the Server. So
                                         long as that Deadlock Offer is not revoked, any Deadlock Offer subsequently served by
                                         the Recipient on the Server shall be deemed null and void. At any time within 15 (fifteen)
                                         days of the service of the Deadlock Offer (the "Deadlock Offer Period"),
                                         the Recipient must by written notice either:



 


		(i)	sell all, and not part only,
                                         of the Company’s shares and Shareholder Loans held by the Recipient at the Deadlock
                                         Price, and on such reasonable terms and conditions as determined by the Recipient and
                                         set out in the Recipient’s notice letter (the "Recipient Acceptance"),
                                         including that the Server shall procure the release of any guarantees and indemnities
                                         that the Recipient and its direct or indirect parent companies have provided to any third
                                         parties in respect of the obligations of the Company and its Subsidiaries to third parties;
                                         or



 


		(ii)	purchase all, and not part
                                         only, of the Company’s shares and Shareholder Loans held by the Server at the Deadlock
                                         Price, and on such terms and conditions as set out in the Recipient’s notice letter
                                         which shall be accompanied by (a) a banker’s guarantee, standby letter of credit
                                         or other form of proof of available funds for such offer and (b) reasonable written proof
                                         that the Recipient can procure the release of any guarantees and indemnities that the
                                         Server and its direct or indirect parent companies have provided to any third parties
                                         in respect of the obligations of the Company and its Subsidiaries to third parties, each
                                         reasonably acceptable to the Server (the "Recipient Purchase Right");



 




    	24



    	 



    

 


		(c)	in the case of a Recipient Acceptance,
                                         the Server shall, within 15 (fifteen) days after such notice from the Recipient served
                                         on the Server, (i) purchase the Company’s shares and Shareholder Loans held by
                                         the Recipient and shall pay the Recipient an amount equal to the Deadlock Price (for
                                         the avoidance of doubt, the transfer of the shares and Shareholder Loans will not close
                                         until all of the relevant contract terminations in sub-clauses (ii) and (iii) below have
                                         been completed in full), (ii) (a) ensure that the Recipient and its direct or indirect
                                         parent companies are released from any guarantees and indemnities that the Recipient
                                         and its direct or indirect parent companies have provided to third parties in respect
                                         of the obligations of the Company and its Subsidiaries, and (b) obtain all necessary
                                         consents in respect of same, and (iii) ensure that, if BFB is the selling shareholder,
                                         the Commercial Management Agreement and the Company Management Agreement shall be terminated
                                         with immediate effect. The Recipient shall, upon the request of the Server and without
                                         further consideration, perform all actions in a reasonable and timely manner which are
                                         required to effect the contract terminations in accordance with sub-clauses (ii) and
                                         (iii) above; and



 


		(d)	in the case of a Recipient Purchase
                                         Right, the Recipient shall, within 15 (fifteen) days after such notice from the Recipient
                                         served on the Server, (i) purchase the Company’s shares held by the Server and
                                         shall pay the Server an amount equal to the Deadlock Price (for the avoidance of doubt,
                                         the transfer of the shares and Shareholder Loans will not close until all of the relevant
                                         contract terminations in sub-clauses (ii) and (iii) below have been completed in full),
                                         (ii) (a) ensure that the Server and its direct or indirect parent companies are released
                                         from any guarantees and indemnities that the Server and its direct or indirect parent
                                         companies have provided to financial institutions in respect of the Company’s third
                                         party debt obligations, and (b) obtain all necessary consents in respect of same, and
                                         (iii) ensure that, if BFB is the selling shareholder, the Commercial Management Agreement
                                         and the Company Management Agreement shall be terminated with immediate effect. The Server
                                         shall, upon the request of the Recipient and without further consideration, perform all
                                         actions in a reasonable and timely manner which are required to effect the contract terminations
                                         in accordance with sub-clauses (ii) and (iii).



 




    	25



    	 



    

 


 


		14	Agreement to Override the Articles



 


		14.1	In so far as any provision of this
                                         Agreement shall conflict or be inconsistent with any of the provisions of the by-laws
                                         of the Company or a Subsidiary, the provisions of this Agreement shall prevail over such
                                         by-laws, and the Parties shall (on the request of any of them) procure that such by-laws
                                         are amended to accord with the provisions of this Agreement.



 


		15	Notices



 


		15.1	Any notice or other document to
                                         be given under this Agreement shall be in writing and shall be deemed duly given if sent
                                         by email followed by recorded delivery post to the respective addresses shown below.
                                         Any such notice shall be deemed to be served at the time when the same is delivered to
                                         the office of the party to be served or on the third business day following the day of
                                         posting.



 


		15.2	The contact details of BFB are
                                         as follows:



 


Bulk Fleet
Bermuda Holding Company Limited

Third Floor, Par La Ville Place

14 Par La Ville Road


Hamilton, HM08

Bermuda


 


Attention:
Company Secretary

Telephone: +1(0) 441-295-8313


Fax: +1(0)
441-292-1373

Email: sdurrant@consolidated.bm


 




    	26



    	 



    

 


The contact
details of STST are as follows:


 


ST Shipping
and Transport Pte. Ltd

Millenia Tower #34-01

1 Temasek Avenue

Singapore 39192



Attention: Coal Freight Department

Telephone: +65 6415 7700


Fax: +65 6235
7219


Email: tommy.lund@stshipping.com,


baar.coalnotices@glencore.com


 


with a copy
to:


 


Glencore International
AG

Baarermattstrasse 3

CH-6341 Baar

Switzerland


 


Attention: Coal
Department

Telephone: +41 41 709 2000 


Fax: +41 41
709 3000

Email: baar.coalnotices@glencore.com;


matthew.weber@glencore.com; angus.paul@glencore.com


 


		16	Announcements and Circulars



 


		16.1	The Parties agree to keep the subject
                                         matter of this Agreement strictly private and confidential and, accordingly, no press
                                         or other announcement shall be made in connection with the subject matter of this Agreement
                                         by any Party without the prior written approval of the other Party. For the avoidance
                                         of doubt, NBC shall be entitled to market the Vessels as within their fleet but without
                                         mentioning the Parties.



 




    	27



    	 



    

 


 


		17	Loss of Vessel



 


		17.1	If a Vessel owned by the Company
                                         or a Subsidiary becomes an actual or contructive total loss, then the insurance proceeds
                                         in respect of that total loss paid to the Company or a Subsidiary shall be applied in
                                         or towards repayment of any outstanding indebtedness to the lender (if a financing or
                                         loan is in place) attributable to the Vessel that is the subject of the total loss.



 


		17.2	Any debts remaining in the Company
                                         or a Subsidiary after attributing the insurance proceeds as per clause 17.1 hereof shall
                                         be repaid by the Parties in proportion to their then outstanding shareholding percentages
                                         in the Company.



 


		17.3	Any surplus remaining following
                                         the application of the insurance proceeds as contemplated in clause 17.1 shall be distributed
                                         to the Parties in proportion to their shareholding in case of termination of the Company
                                         in accordance with clause 12, or reinvested in the Company in such manner as the Parties
                                         may agree.



 


		18	Consequential Loss



 


No Party
shall, in any circumstances be liable to the other Party for any special, indirect or consequential loss, including any loss of
profit, loss of revenue, loss of use or loss of contract arising out of a breach of any of the terms of this Agreement, including
without limitation any breach of any representation or warranty contained in this Agreement.


 


		19	Entire Agreement and Amendments



 


This Agreement
sets forth the entire agreement and understanding among the Parties in relation to the Company, and no Party has relied on any
warranty or representation of the other Party except as expressly stated or referred to in this Agreement. This Agreement (and
for the avoidance of doubt, this Clause 19 as well) may only be modified, amended or changed in any respect with the agreement
of all Parties, in writing and duly signed.


 




    	28



    	 



    

  


		20	Disputes



 


Without
prejudice to clause 21, the Parties agree that they will endeavour to settle any disputes between them during open and friendly
negotiations, taking into account the business interests of all Parties.


 


		21	Governing Law and Dispute Resolution



 


		21.1	This Agreement and all contractual
                                         and/or non-contractual obligations arising out of or in connection with it shall be governed
                                         by and construed in accordance with English law.



 


		21.2	The Parties irrevocably agree that
                                         the High Court of London
                                         located in London is to have
                                         exclusive jurisdiction to settle any dispute which may arise out of or in connection
                                         with this Agreement and the documents to be entered into pursuant to it. The Parties
                                         irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings
                                         in any such court on the ground of venue or on the ground that the proceedings have been
                                         brought in an inconvenient forum.



 


		21.3	Each of the Parties hereby irrevocably
                                         and unconditionally appoints the person indicated in clause 21.4 to act as its agent
                                         to accept service of process in England in relation to all matters arising out of this
                                         Agreement. Without limitation, upon any other available means of service of process of
                                         any kind, any writ, judgement or other notice of legal process shall be sufficiently
                                         served on a Party hereto if delivered to such agent. If the appointment of an agent appointed
                                         by a Party for the purpose of this clause 21.3 shall cease for any reason, the relevant
                                         Party shall promptly appoint another such agent and notify the other Party of such appointment
                                         providing that any agent appointed hereunder shall be a company incorporated in England
                                         or a law firm authorised to practise in England.



 


		21.4	For the purposes of Clause 21.3:



 


	 	(a)	BFB appoints:	MFB Solicitors
	 	 	 	Fishmongers' Chambers
	 	 	 	1 Fishmongers' Hall Wharf


 




    	29



    	 



    

 


	 	London EC4R 3AE
	 	Attn: Mr. Andrew Wright
	 	Tel: +44 (0) 207 330 8000
	 	Fax: +44 (0) 207 256 6778


 


	 	(b)	STST appoints:	Glencore UK Ltd
	 	 	 	50 Berkeley Street
	 	 	 	London W1J 8HD
	 	 	 	England


 


	 	Attn: Legal Department
	 	Tel: +41 41 709 2000
	 	Fax: +41 41 709 3000


 


		22	Counterparts



 


This Agreement
may be signed in counterparts, and all such counterparts taken together shall constitute one integrated Agreement.


 


(remainder of page
intentionally left blank)


 




    	30



    	 



    

 


IN WITNESS WHEREOF this Agreement
has been executed and delivered by a duly authorized representative of each of the Parties on the day and year first above written.


 


SHAREHOLDERS OF THE COMPANY


 


ST SHIPPING AND TRANSPORT PTE. LTD.


 


Signed by


 


____________________


 


for and on behalf of


 


ST Shipping and Transport Pte. Ltd.


 


BULK FLEET BERMUDA HOLDING COMPANY
LIMITED


 


Signed by


 


_____________________, director


 


for and on behalf of


 


Bulk Fleet Bermuda Holding Company
Limited


 




    	31



    	 



    

 


ACKNOWLEDGED AND AGREED (FOR THE PURPOSES
OF THE CLAUSES MENTIONED BELOW) AS


 


OF THIS 29th DAY OF NOVEMBER,
2013:


 


BULK PARTNERS (BERMUDA) LIMITED
(for the purposes of Clauses 1.1, 3.7, 3.8, 12.7 and 16.1)


 


Signed by


 


___________________, director


 


for and on behalf of


 


Bulk Partners (Bermuda) Limited


 


GLENCORE INTERNATIONAL AG (for
the purposes of Clauses 1.1, 3.7, 3.8, 12.7 and 16.1)


 


Signed by


 


___________________


 


for and on behalf of


 


Glencore International AG


 


____________________


 


for and on behalf of


 


Glencore International AG


 




    	32



    	 



    

 


GLENCORE XSTRATA PLC (for the purposes
of Clauses 1.1, 3.7, 3.8, 12.7 and 16.1)


 


Signed by


 


___________________


 


for and on behalf of


 


Glencore Xstrata plc


 


____________________


 


for and on behalf of


 


Glencore Xstrata plc


 




    	33