Exhibit
10.28


 


Shareholders
Agreement


 


regarding Nordic
Bulk Holding Company Ltd., Bermuda


 


between and
among


 


ST Shipping
and Transport Pte. Ltd.


 


Bulk Fleet Bermuda
Holding Company Limited


 


and


 


ASO
2020 Maritime, S.A.


 


Dated 10 January,
2013


 




    	 



    	 



    

 


Index:


 


	1	Definitions	5
	2	Structure and Initial Funding of the Company	14
	3	Objectives, Business and Future Funding of the Company	14
	4	Management of the Company	23
	5	Reserved Policy Matters	24
	6	Management of the Vessels and of the Company	26
	7	Dividend Policy	27
	8	Information, Accounts, and Audit	28
	9	Non-Assignability	29
	10	Not a Partnership and No Restrictions	29
	11	Duration	29
	12	Sale of Shares, Change of Control and Termination	30
	13	Deadlock	33
	14	Agreement to Override the Articles	36
	15	Notices	36
	16	Announcements and Circulars	37
	17	Loss of Vessel	38
	18	Consequential Loss	38
	19	Entire Agreement	38
	20	Disputes	38
	21	Governing Law and Dispute Resolution	38
	22	Counterparts	40




 




    	2



    	 



    

 


SHAREHOLDERS
AGREEMENT


 


This
Shareholders Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement") is
made on 10th January, 2013 by and between:


 


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



 


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



 


		(3)	ASO
                                         2020 Maritime S.A. of Aquilino de la Guardia Street No. 8, IGRA Building, P.O. Box
                                         0823 – 02435 Panama, Republic of Panama ("ASO 2020"),



 


Each
of STST, BFB and ASO 2020 may be referred to herein individually as a "Shareholder" or "Party"
and jointly as the "Shareholders" or "Parties".


 


RECITALS


 


A.          STST,
BFB and ASO 2020 each own thirty-three and one-third percent (33.33%) of the issued and outstanding shares of Nordic Bulk Holding
Company Ltd., a company limited by shares that was duly formed and is validly existing pursuant to the laws of Bermuda (the "Company").


 


B.          As
of the date of this Agreement, the Company owns one hundred percent (100%) of the issued and outstanding shares of Bulk Nordic
Odyssey Ltd. ("BN Odyssey") and Bulk Nordic Orion Ltd. ("BN Orion");


 


C.          BN
Odyssey is the registered owning company of M/V Nordic Odyssey, IMO 9529451, 75,603 dead weight tonnes, built 2010 (the "MV
Odyssey");


 


D.          BN
Orion is the registered owning company of M/V Nordic Orion, IMO 9529463, 75,603 dead weight tonnes, built 2011 (the "MV
Orion");


 


E.          BN
Odyssey and BN Orion are joint and several borrowers under a loan agreement entered into with DVB Bank SE dated July 25, 2012,
in the principal amount of $40,000,000 ("Existing DVB Loan");


 


F.          The
Company shall create two new wholly-owned subsidiaries, NewCo 1 ("NewCo 1") and NewCo 2 ("NewCo 2");


 


G.          NewCo
1 shall enter into the Contract for Construction and Sale of D.W. 75,800 M.T. Type Bulk Carrier Hull No. 10758 ("New-Build
1") dated 9 January 2013 with Sumitomo Corporation, as contractor, and Oshima Shipbuilding Co., Ltd., as builder, attached
hereto in Appendix 1 ("Shipbuilding Contract 1"), pursuant to which NewCo 1 shall agree to purchase
and take delivery of New-Build 1 from Sumitomo Corporation for USD 32,625,000;


 




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H.          NewCo
2 shall enter into the Contract for Construction and Sale of D.W. 75,800 M.T. Type Bulk Carrier Hull No. 10759 ("New-Build
2") dated 9 January 2013 with Sumitomo Corporation, as contractor, and Oshima Shipbuilding Co., Ltd., as builder, attached
hereto in Appendix 2 ("Shipbuilding Contract 2"), pursuant to which NewCo 2 shall agree to purchase
and take delivery of New-Build 2 from Sumitomo Corporation for USD 32,625,000;


 


I.          The
Company shall enter into the Option Contract with Sumitomo Corporation, as contractor, and Oshima Shipbuilding Co., Ltd., as builder,
attached hereto in Appendix 3 ("Option Agreement"), pursuant to which the Company or its designee
shall have the option to purchase two (2) additional new-build vessels ("New-Build 3” and "New-Build
4") pursuant to shipbuilding contracts ("Shipbuilding Contract 3" and "Shipbuilding Contract
4") containing substantially the same terms and conditions as Shipbuilding Contract 1 and Shipbuilding Contract 2;


 


J.          If
the Company chooses to exercise its option to purchase New-Build 3 and New-Build 4 pursuant to the terms and conditions of the
Option Agreement, the Company shall create two new wholly-owned subsidiaries, NewCo 3 ("NewCo 3") and NewCo 4
("NewCo 4") and designate NewCo 3 and NewCo 4 as the purchasers of New-Build 3 and New-Build 4 under Shipbuilding
Contract 3 and Shipbuilding Contract 4, respectively; and


 


K.          Each
of Glencore International plc and Bulk Partners (Bermuda) Ltd. shall jointly and severally guarantee the performance by NewCo
1, NewCo 2, NewCo 3 and NewCo 4 of all of their liabilities and responsibilities under Shipbuilding Contract 1, Shipbuilding Contract
2, Shipbuilding Contract 3 and Shipbuilding Contract 4, respectively, pursuant to guarantee letters in substantially similar form
to those guarantee letters attached hereto as Appendix 4.


 


RECITALS


 


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


 


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:


 




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		1	Definitions



 


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



 


Additional
Acceptance has the meaning given in clause 12.4.


 


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 International plc are Affiliates of STST; NBC
and Bulk Partners (Bermuda) Ltd. are Affiliates of BFB; and ASO Holdings, Cartesian and Cooper are Affiliates of ASO 2020.


 


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


 


ASO
2020 means ASO 2020 Maritime S.A. of Aquilino de la Guardia Street No. 8, IGRA Building, P.O. Box 0823 – 02435 Panama,
Republic of Panama.


 


ASO
Holdings means ASO Holdings S.A. of Aquilino de la Guardia Street No. 8, IGRA Building, P.O. Box 0823 – 02435 Panama,
Republic of Panama.


 


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


 


BN
Head Charterparty means each of the BN Odyssey Head Charterparty and the BN Orion Head Charterparty, and may be referred to
jointly as the BN Head Charterparties.


 


BN
Odyssey means Bulk Nordic Odyssey Ltd., whose registered office is at 3rd Floor, Par la Ville Place, 14 Par la
Ville Road, Hamilton HM08, Bermuda.


 


BN
Odyssey Booking Commission means the booking commission payable by BN Odyssey to NBC referred to in clause 3.4.


 


BN
Odyssey Head Charterparty means the charterparty in respect of the MV Odyssey between BN Odyssey and STST referred to in clause
3.2.


 


BN
Odyssey NBC Sub-Charterparty means the sub-charterparty in respect of the MV Odyssey between STST and NBC referred to in clause
3.3.


 


BN
Odyssey Profit has the meaning attributed to such term inclause 3.5.


 


BN
Odyssey Profit Share Amount has the meaning attributed to such term in clause 3.5.


 




    	5



    	 



    

 


BN
Odyssey Profit Sharing Addendum means the addendum to each of the BN Odyssey Head Charterparty and BN Odyssey NBC Sub-Charterparty
as referred to in clause 3.5.


 


BN
Odyssey Profit Sharing Addendum Supplement has the meaning attributed to such term in clause 3.5.


 


BN
Odyssey Third Party Sub-Charterparties means the sub-charterparties which NBC may enter into from time to time pursuant to
which certain third parties shall sub-charter the MV Odyssey from NBC at the then prevailing market rates, as referred to in clause
3.4.


 


BN
Orion means Bulk Nordic Orion Ltd., whose registered office is at 3rd Floor, Par la Ville Place, 14 Par la Ville
Road, Hamilton HM08, Bermuda.


 


BN
Orion Booking Commission means the booking commission payable by BN Orion to NBC referred to in clause 3.8.


 


BN
Orion Head Charterparty means the charterparty in respect of the MV Orion between BN Orion and STST referred to in clause
3.6.


 


BN
Orion NBC Sub-Charterparty means the sub-charterparty in respect of the MV Orion between STST and NBC referred to in clause
3.7.


 


BN
Orion Profit means the amounts referred to in clause 3.9.


 


BN
Orion Profit Share Amount means the amounts referred to in clause 3.9.


 


BN
Orion Profit Sharing Addendum means the addendum to each of the BN Orion Head Charterparty and BN Orion NBC Sub-Charterparty
as referred to in clause 3.9.


 


BN
Orion Profit Sharing Addendum Supplement has the meaning attributed to such term in clause 3.9.


 


BN
Orion Third Party Sub-Charterparties means the sub-charterparties which NBC may enter into from time to time pursuant to which
certain third parties shall sub-charter the MV Orion from NBC at the then prevailing market rates, as referred to in clause 3.8.


 


Booking
Commission means each of the BN Odyssey Booking Commission, the BN Orion Booking Commission, the NewCo 1 Booking Commission,
the NewCo 2 Booking Commission, the NewCo 3 Booking Commission, and the NewCo 4 Booking Commission, and may be referred to jointly
as the Booking Commissions.


 


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


 


Cartesian
collectively means Pangaea Two, LP, a Delaware limited partnership, and Pangaea Two Acquisition Holdings II, Limited, a Cayman
limited company (“PTAH”), together with any successor to PTAH or any transferee of PTAH that holds shares and Shareholder
Loans directly or indirectly, to the extent such successor or transferee is controlled by, or under common control with, Pangaea
Two, LP.


 




    	6



    	 



    

 


Cartesian
Bulk collectively means collectively means Pangaea One, L.P., a Delaware limited partnership, and Pangaea One (Cayman), a
Cayman limited partnership, together with any successor to either of them or any transferee of either of them that holds Shares,
to the extent such successor or transferee is controlled by, or under common control with, Pangaea One, L.P.


 


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)	ASO
                                         2020:



 


		(i)	an
                                         event that results in any Person(s) other than Cooper, Cartesian and ASO Holdings directly
                                         or indirectly owning securities or voting power in ASO 2020 or otherwise being in a position
                                         to exercise Control over ASO2020;



 


		(ii)	an
                                         event that results in any Person(s) other than the Onassis Foundation being in a position
                                         to exercise Control over ASO Holdings or ASO 2020;



 


		(c)	STST:



 


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



 


Cooper
collectively means Cooper Investment Fund LLC, a Delaware limited liability company, and Maritime Acquisition Investment LLC,
a Delaware limited liability company (“MAI”), together with any successor to MAI or any transferee of MAI that holds
shares and Shareholder Loans directly or indirectly, to the extent such successor or transferee is controlled by, or under common
control with, Cooper Investment Fund LLC.


 


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


 


Company
Management Agreement has the meaning given in clause 6.3.


 




    	7



    	 



    

 


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 3.31.


 


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.


 


Existing
DVB Loan means the loan agreement between BN Odyssey and BN Orion as joint and several borrowers and DVB Bank SE as agent
and security trustee dated July 25, 2012, in the principal amount of $40,000,000.


 


Financing
Agreement has the meaning given in clause 3.31.


 


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



 


		(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.


 




    	8



    	 



    

 


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 3.31.


 


Guaranteeing
Shareholder Party has the meaning given in clause 3.31.


 


Head
Charterparty means each of the BN Odyssey Head Charterparty, the BN Orion Head Charterparty, the NewCo 1 Head Charterparty,
the NewCo 2 Head Charterparty, the NewCo 3 Head Charterparty, and the NewCo 4 Head Charterparty, and may be referred to jointly
as the Head Charterparties.


 


Indemnifying
Party has the meaning given in clause 3.31.


 


MV
Odyssey means M/V Nordic Odyssey, IMO 9529451, 75,603 dead weight tonnes, built 2010.


 


MV
Orion means M/V Nordic Orion, IMO 9529463, 75,603 dead weight tonnes, built 2011.


 


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


 


NBC
Sub-Charterparty means each of the BN Odyssey NBC Sub-Charterparty and the BN Orion NBC Sub-Charterparty and may be referred
to jointly as the NBC Sub-Charterparties.


 


Negotiation
Period has the meaning given in clause 13.2.


 


Net
Asset Value has the meaning given in clause 12.4.


 


New-Build
1 means the vessel to be purchased by NewCo 1 pursuant to Shipbuilding Contract 1, attached hereto as Appendix 1.


 


New-Build
2 means the vessel to be purchased by NewCo 1 pursuant to Shipbuilding Contract 1, attached hereto as Appendix 2.


 


New-Build
3 means the vessel to be purchased by NewCo 3 pursuant to Shipbuilding Contract 3 if the Company chooses to exercise its option
to purchase NewBuild 3 pursuant to the Option Agreement.


 


New-Build
4 means the vessel to be purchased by NewCo 4 pursuant to Shipbuilding Contract 4 if the Company chooses to exercise its option
to purchase NewBuild 4 pursuant to the Option Agreement.


 


NewCo
Head Charterparty means each of the NewCo 1 Head Charterparty, the NewCo 2 Head Charterparty, the NewCo 3 Head Charterparty,
and the NewCo 4 Head Charterparty, and may be referred to jointly as the NewCo Head Charterparties.


 




    	9



    	 



    

 


NewCo
1 means the Subsidiary to be created by the Company and which shall enter into Shipbuilding Contract 1 and purchase New-Build
1.


 


NewCo
1 Booking Commission means the booking commission payable by NewCo 1 to NBC referred to in clause 3.11.


 


NewCo
1 Head Charterparty means the charterparty in respect of the New-Build 1 between NewCo 1 and NBC referred to in clause 3.10.


 


NewCo
1 Profit means the amounts referred to in clause 3.12.


 


NewCo
1 Profit Share Amount means the amounts referred to in clause 3.12.


 


NewCo
1 Profit Sharing Addendum means the addendum to the NewCo 1 Head Charterparty as referred to in clause 3.12.


 


NewCo
1 Third Party Sub-Charterparties means the sub-charterparties which NBC may enter into from time to time pursuant to which
certain third parties shall sub-charter the New-Build 1 from NBC at the then prevailing market rates, as referred to in clause
3.11.


 


NewCo
2 means the Subsidiary to be created by the Company and which shall enter into Shipbuilding Contract 2 and purchase New-Build
2.


 


NewCo
2 Booking Commission means the booking commission payable by NewCo 2 to NBC referred to in clause 3.14.


 


NewCo
2 Head Charterparty means the charterparty in respect of the New-Build 2 between NewCo 2 and NBC referred to in clause 3.13.


 


NewCo
2 Profit means the amounts referred to in clause 3.15.


 


NewCo
2 Profit Share Amount means the amounts referred to in clause 3.15.


 


NewCo
2 Profit Sharing Addendum means the addendum to the NewCo 2 Head Charterparty as referred to in clause 3.15.


 


NewCo
2 Third Party Sub-Charterparties means the sub-charterparties which NBC may enter into from time to time pursuant to which
certain third parties shall sub-charter the New-Build 2 from NBC at the then prevailing market rates, as referred to in clause
3.14.


 


NewCo
3 means the Subsidiary to be created by the Company if the Company chooses to exercise its option to purchase New-Build 3
and which shall enter into Shipbuilding Contract 3.


 


NewCo
3 Booking Commission means the booking commission payable by NewCo 3 to NBC referred to in clause 3.17.


 




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NewCo
3 Head Charterparty means the charterparty in respect of the New-Build 3 between NewCo 3 and NBC referred to in clause 3.16.


 


NewCo
3 Profit means the amounts referred to in clause 3.18.


 


NewCo
3 Profit Share Amount means the amounts referred to in clause 3.18.


 


NewCo
3 Profit Sharing Addendum means the addendum to the NewCo 3 Head Charterparty as referred to in clause 3.18.


 


NewCo
3 Third Party Sub-Charterparties means the sub-charterparties which NBC may enter into from time to time pursuant to which
certain third parties shall sub-charter the New-Build 3 from NBC at the then prevailing market rates, as referred to in clause
3.17.


 


NewCo
4 means the Subsidiary to be created by the Company if the Company chooses to exercise its option to purchase New-Build 4
and which shall enter into Shipbuilding Contract 4.


 


NewCo
4 Booking Commission means the booking commission payable by NewCo 4 to NBC referred to in clause 3.20.


 


NewCo
4 Head Charterparty means the charterparty in respect of the New-Build 4 between NewCo 4 and NBC referred to in clause 3.19.


 


NewCo
4 Profit means the amounts referred to in clause 3.21.


 


NewCo
4 Profit Share Amount means the amounts referred to in clause 3.21.


 


NewCo
4 Profit Sharing Addendum means the addendum to the NewCo 4 Head Charterparty as referred to in clause 3.21.


 


NewCo
4 Third Party Sub-Charterparties means the sub-charterparties which NBC may enter into from time to time pursuant to which
certain third parties shall sub-charter the New-Build 4 from NBC at the then prevailing market rates, as referred to in clause
3.20.


 


Notice
to Offer has the meaning given in clause 12.7.


 


Offer
Period has the meaning given in clause 12.4.


 


Offeree/s
has the meaning given in clause 12.4.


Onassis
Foundation means Alexander S. Onassis Foundation of Städtle 27, FL 9490 Vaduz, Liechtenstein


 


Option
Agreement means the agreement referred to in Recital I and attached hereto as Appendix 3.


 


Optional
Suspensive Condition has the meaning given in clause 12.4.


 




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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.


 


Profit
means each of the BN Odyssey Profit, the BN Orion Profit, the NewCo 1 Profit, the NewCo 2 Profit, the NewCo 3 Profit and the
NewCo 4 Profit, and may be referred to jointly as the Profits.


 


Profit
Share Amount means each of the BN Odyssey Profit Share Amount, the BN Orion Profit Share Amount, the NewCo 1 Profit Share
Amount, the NewCo 2 Profit Share Amount, the NewCo 3 Profit Share Amount and the NewCo 4 Profit Share Amount, and may be referred
to jointly as the Profit Share Amounts.


 


Profit
Sharing Addendum means each of the BN Odyssey Profit Sharing Addendum, the BN Orion Profit Sharing Addendum, the NewCo 1 Profit
Sharing Addendum, the NewCo 2 Profit Sharing Addendum, the NewCo 3 Profit Sharing Addendum and the NewCo 4 Profit Sharing Addendum,
as amended, supplemented and in force and effect and may be referred to jointly as the "Profit Sharing Addenda".


 


Recipient/s
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.


 


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, as referred to in
clauses 3.22.


 


Shipbuilding
Contract means each of Shipbuilding Contract 1, Shipbuilding Contract 2, Shipbuilding Contract 3 and Shipbuilding Contract
4, and may be referred to jointly as the Shipbuilding Contracts.


 


Shipbuilding
Contract 1 means the shipbuilding contract to be entered into by NewCo 1, attached hereto as Appendix 1.


 


Shipbuilding
Contract 2 means the shipbuilding contract to be entered into by NewCo 2, attached hereto as Appendix 2.


 




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Shipbuilding
Contract 3 means the shipbuilding contract to be entered into by NewCo 3 if NewCo 3 chooses to exercise its option to purchase
New-Build 3 pursuant to the Option Agreement, as referred to in Recital I.


 


Shipbuilding
Contract 4 means the shipbuilding contract to be entered into by NewCo 4 if NewCo 4 chooses to exercise its option to purchase
New-Build 4 pursuant to the Option Agreement, as referred to in Recital I.


 


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


 


Subscription
Agreement means the Subscription Agreement entered into between and among the Shareholders on the date hereof.


 


Subsidiary
means each of BN Odyssey, BN Orion, NewCo 1, NewCo 2, NewCo 3 and NewCo 4, and may be referred to jointly as Subsidiaries.


 


Surplus
Offeree/s has the meaning given in clause 12.4.


 


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


 


Time
Charter Equivalent means an amount calculated by taking voyage revenues, subtracting voyage expense and then dividing the
entire total by the total voyage duration in days reflecting delivery and redelivery points per customs of the trade. The time
charter equivalent is calculated as:


 


Voyage
Revenues – Voyage Expenses


Voyage
Duration in Days


This
definition is supplemented in the Profit Sharing Addenda.


 


Transition
Dividend has the meaning given in Clause 7.3.


 


Vessel
means each of MV Odyssey, MV Orion, New-Build 1, New-Build 2, New-Build 3 and New-Build 4, and may be referred to jointly
as the Vessels.


 


		1.2	Any terms
                                         defined in this Agreement but used and differently defined in the BN Head Charter Party
                                         and/or the NBC Sub-Charterparty shall have meaning attributed to such in the BN Head
                                         Charter Party and/or the NBC Sub-Charterparty, respectively. The Parties shall use their
                                         reasonable endeavours so that all such over-ridden clauses are identified and attached
                                         as a supplement to the Agreement as soon as practical following the execution of the
                                         Agreement.



 




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		2	Structure
                                         and Initial Funding of the Company



 


		2.1	On the date
                                         hereof, the Parties each own one-third (33.33%) of the Company, 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 aggregate authorized and fully paid-up share capital of the Company is USD
                                         40,000 divided into 10,000 ordinary shares of USD 4.00 each, held as follows:



 


	–	STST	3333.33 ordinary
    shares
	 	 	 
	–	BFB	3333.33 ordinary shares
	 	 	 
	–	ASO 2020	3333.33 ordinary shares


 


		2.3	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.



 


		2.4	Each Party
                                         hereby undertakes to the other Parties 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.



 


		2.5	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 4 hereof.



 


BN
Odyssey – Charter Agreements


 


		3.2	On 17 April
                                         2012, STST entered into the "BN Odyssey Head Charterparty" with BN Odyssey
                                         (attached hereto in Appendix 5) pursuant to which STST chartered the MV
                                         Odyssey for a period of five (5) years from BN Odyssey at the rate of USD 15,500 per
                                         day plus any BN Odyssey Profit Share Amount earned pursuant to the BN Odyssey Profit
                                         Sharing Addendum. Glencore has guaranteed the full and timely performance by STST of
                                         any and all of its obligations and liabilities under the BN Odyssey Head Charterparty.



 




    	14



    	 



    

 


		3.3	On 17 April,
                                         2012, Nordic Bulk Carriers A/S ("NBC") entered into the "BN
                                         Odyssey NBC Sub-Charterparty" with STST (attached hereto in Appendix 6)
                                         pursuant to which NBC sub-chartered from STST the MV Odyssey for a period of
                                         five (5) years at the rate of USD 15,500 per day plus any BN Odyssey Profit Share Amount
                                         earned pursuant to the BN Odyssey Profit Sharing Addendum. Bulk Partners (Bermuda) Ltd.
                                         has guaranteed the full and timely performance by NBC of any and all of its obligations
                                         and liabilities under the BN Odyssey NBC Sub-Charterparty.



 


		3.4	During the
                                         term of the BN Odyssey NBC Sub-Charterparty, NBC may enter into "BN Odyssey Third
                                         Party Sub-Charterparties" from time to time pursuant to which certain third
                                         parties shall sub-charter the MV Odyssey from NBC at the then prevailing market rates.
                                         NBC shall earn a booking commission calculated as a percentage of all gross freights,
                                          demurrages, charter hires,
                                         and other revenues ("BN Odyssey Booking Commission") earned on
                                         the BN Odyssey Third Party Sub-Charterparties which are voyage charters or time charters
                                         during the period beginning on the delivery date of New-Build 1 and ending on the termination
                                         date of the BN Odyssey NBC Sub-Charterparty. The BN Odyssey Booking Commission shall
                                         be 1.00% of all gross freights, demurrages, charter hires and other revenues earned during
                                         the BN Odyssey NBC Sub-Charterparty.



 


		3.5	With respect
                                         to BN Odyssey Third Party Sub-Charterparties (whether voyage charter or time charter),
                                         to the extent that the Time Charter Equivalent returns which NBC earns exceed the Time
                                         Charter Equivalent of USD 15,500 per day (such excess being the "BN Odyssey Profit"),
                                         NBC and STST have agreed to share fifty percent (50%) of such BN Odyssey Profit with
                                         BN Odyssey ("BN Odyssey Profit Share Amount") pursuant to the "BN
                                         Odyssey Profit Sharing Addendum" included as an addendum to each of the BN Odyssey
                                         Head Charterparty and BN Odyssey NBC Sub-Charterparty. The rules agreed in the BN Odyssey
                                         Profit Sharing Addendum Supplement concluded as of the date hereof in the form attached
                                         hereto in Appendix 7 (“BN Odyssey Profit Sharing Addendum Supplement”)
                                         shall apply for the assessment, calculation and payment of the BN Odyssey Profit. For
                                         the avoidance of doubt, any amount payable under the BN Odyssey NBC Sub-Charterparty
                                         shall flow through the BN Odyssey Head Charterparty without any deduction or delay whatsoever
                                         and thereafter will flow to the Company without any deduction or delay.



 


BN
Orion – Charter Agreements


 


		3.6	On 17 April
                                         2012, STST entered into the "BN Orion Head Charterparty" with BN Orion
                                         (attached hereto in Appendix 8) pursuant to which STST chartered the MV
                                         Orion for a period of five (5) years from BN Orion at the rate of USD 15,500 per day
                                         plus any BN Orion Profit Share Amount earned pursuant to the BN Orion Profit Sharing
                                         Addendum. Glencore has guaranteed the full and timely performance by STST of any and
                                         all of its obligations and liabilities under the BN Orion Head Charterparty.



 




    	15



    	 



    

 


		3.7	On 17 April,
                                         2012, NBC entered into the "BN Orion NBC Sub-Charterparty" with STST
                                         (attached hereto in Appendix 9) pursuant to which NBC sub-chartered from
                                         STST the MV Orion for a period of five (5) years at the rate of USD 15,500 per day plus
                                         any BN Orion Profit Share Amount earned pursuant to the BN Orion Profit Sharing Addendum.
                                         Bulk Partners (Bermuda) Ltd. has guaranteed the full and timely performance by NBC of
                                         any and all of its obligations and liabilities under the BN Orion Sub-Charterparty.



 


		3.8	During the
                                         term of the BN Orion NBC Sub-Charterparty, NBC may enter into "BN Orion Third
                                         Party Sub-Charterparties" from time to time pursuant to which third parties
                                         shall sub-charter the MV Orion from NBC at the then prevailing market rates. NBC shall
                                         earn a booking commission calculated as a percentage of all gross freights,
                                         demurrages, charter hires, and other
                                         revenues ("BN Orion Booking Commission") earned on the BN Orion
                                         Third Party Sub-Charterparties which are voyage charters or time charters during the
                                         period beginning on the delivery date of New-Build 1 and ending on the termination date
                                         of the BN Orion NBC Sub-Charterparty. The BN Orion Booking Commission shall be 1.00%
                                         of all gross freights, demurrages, charter hires and other revenues earned during the
                                         BN Orion NBC Sub-Charterparty.



 


		3.9	With respect
                                         to BN Orion Third Party Sub-Charterparties (whether voyage charter or time charter),
                                         to the extent that the Time Charter Equivalent returns which NBC earns exceed the Time
                                         Charter Equivalent of USD 15,500 per day (such excess being the "BN Orion Profit"),
                                         NBC and STST have agreed to share fifty percent (50%) of such BN Orion Profit with BN
                                         Orion ("BN Orion Profit Share Amount") pursuant to the "BN Orion
                                         Profit Sharing Addendum" included as an addendum to each of the BN Orion Head
                                         Charterparty and BN Orion NBC Sub-Charterparty. The rules agreed in the BN Orion Profit
                                         Sharing Addendum Supplement concluded as of the date hereof in the form attached hereto
                                         in Appendix 10 (“BN Orion Profit Sharing Addendum Supplement”)shall
                                         apply for the assessment, calculation and payment of the BN Orion Profit. For the avoidance
                                         of doubt, any amount payable under the BN Orion NBC Sub-Charterparty shall flow through
                                         the BN Orion Head Charterparty without any deduction or delay whatsoever and thereafter
                                         will flow to the Company without any deduction or delay



 


NewCo
1 – Charter Agreements


 


		3.10	Immediately
                                         prior to the delivery date of New-Build 1, NBC shall enter into a "NewCo 1 Head
                                         Charterparty" with NewCo 1 pursuant to which NBC shall charter from NewCo 1
                                         the New-Build 1 for a period of five (5) years at the rate of USD 11,350 per day plus
                                         any NewCo 1 Profit Share Amount earned pursuant to the NewCo 1 Profit Sharing Addendum.
                                         Bulk Partners (Bermuda) Ltd. shall guarantee the full and timely performance by NBC of
                                         any and all of its obligations and liabilities under the NewCo 1 Head Charterparty. Notwithstanding
                                         the above principal terms, as well as, the terms of the NewCo 1 Profit Sharing Addendum
                                         mentioned in clause 3.12 herein, the NewCo 1 Head Charterparty shall have the same content,
                                         form and aspects with the BN Odyssey Head Charterparty.



 




    	16



    	 



    

 


		3.11	During
                                         the term of the NewCo 1 Head Charterparty, NBC may enter into "NewCo 1 Third
                                         Party Sub-Charterparties" from time to time pursuant to which third parties
                                         shall sub-charter the New-Build 1 from NBC at the then prevailing market rates. NBC shall
                                         earn a booking commission calculated as a percentage of all gross freights,
                                         demurrages, charter hires, and
                                         other revenues ("NewCo 1 Booking Commission") earned on the NewCo
                                         1 Third Party Sub-Charterparties which are voyage charters or time charters during the
                                         term of the NewCo 1 Head Charterparty. The NewCo 1 Booking Commission shall be 1.00%
                                         of all gross freights, demurrages,
                                         charter hires and other revenues earned
                                         during the NewCo 1 Head Charterparty.



 


		3.12	With respect
                                         to NewCo 1 Third Party Sub-Charterparties (voyage charter or time charter), to the extent
                                         that the Time Charter Equivalent returns which NBC earns exceed the Time Charter Equivalent
                                         of USD 11,350 per day (such excess being the "NewCo 1 Profit"), NBC
                                         has agreed to share seventy-five percent (75%) of such NewCo 1 Profit with NewCo 1 ("NewCo
                                         1 Profit Share Amount") pursuant to the "NewCo 1 Profit Sharing Addendum"
                                         to be included as an addendum to the NewCo 1 Head Charterparty. The rules agreed in the
                                         BN Odyssey Profit Sharing Addendum Supplement shall apply mutatis mutandis for
                                         the assessment, calculation and payment of the NewCo 1 Profit.



 


NewCo
2 – Charter Agreements


 


		3.13	Immediately
                                         prior to the delivery date of New-Build 2, NBC shall enter into a "NewCo 2 Head
                                         Charterparty" with NewCo 2 pursuant to which NBC shall charter from NewCo 2
                                         the New-Build 2 for a period of five (5) years at the rate of USD 11,350 per day plus
                                         any NewCo 2 Profit Share Amount earned pursuant to the NewCo 2 Profit Sharing Addendum.
                                         Bulk Partners (Bermuda) Ltd. shall guarantee the full and timely performance by NBC of
                                         any and all of its obligations and liabilities under the NewCo 2 Head Charterparty. Notwithstanding
                                         the above principal terms, as well as, the terms of the NewCo 2 Profit Sharing Addendum
                                         mentioned in clause 3.15 herein, the NewCo 2 Head Charterparty shall have the same content,
                                         form and aspects with the BN Odyssey Head Charterparty.



 


		3.14	During
                                         the term of the NewCo 2 Head Charterparty, NBC may enter into "NewCo 2 Third
                                         Party Sub-Charterparties" from time to time pursuant to which third parties
                                         shall sub-charter the New-Build 2 from NBC at the then prevailing market rates. NBC shall
                                         earn a booking commission calculated as a percentage of all gross freights,
                                         demurrages, charter hires, and other
                                         revenues ("NewCo 2 Booking Commission") earned on the NewCo 2
                                         Third Party Sub-Charterparties which are voyage charters or time charters during the
                                         term of the NewCo 2 Head Charterparty. The NewCo 2 Booking Commission shall be 1.00%
                                         of all gross freights, demurrages,
                                         charter hires and other revenues earned
                                         during the NewCo 2 Head Charterparty.



 




    	17



    	 



    

 


		3.15	With respect
                                         to NewCo 2 Third Party Sub-Charterparties (voyage charter or time charter), to the extent
                                         that the Time Charter Equivalent returns which NBC earns exceed the Time Charter Equivalent
                                         of USD 11,350 per day (such excess being the "NewCo 2 Profit"), NBC
                                         has agreed to share seventy-five percent (75%) of such NewCo 2 Profit with NewCo 2 ("NewCo
                                         2 Profit Share Amount") pursuant to the "NewCo 2 Profit Sharing Addendum"
                                         to be included as an addendum to the NewCo 2 Head Charterparty. The rules agreed in the
                                         BN Odyssey Profit Sharing Addendum Supplement shall apply mutatis mutandis for
                                         the assessment, calculation and payment of the NewCo 2 Profit.



 


NewCo
3 – Charter Agreements


 


		3.16	Immediately
                                         prior to the delivery date of New-Build 3, NBC shall enter into a "NewCo 3 Head
                                         Charterparty" with NewCo 3 pursuant to which NBC shall charter from NewCo 3
                                         the New-Build 3 for a period of five (5) years at the rate of USD 11,350 per day plus
                                         any NewCo 3 Profit Share Amount earned pursuant to the NewCo 3 Profit Sharing Addendum.
                                         NBC shall earn a 1.25% address commission pursuant to the terms of the NewCo 3 Head Charterparty.
                                         Bulk Partners (Bermuda) Ltd. shall guarantee the full and timely performance by NBC of
                                         any and all of its obligations and liabilities under the NewCo 3 Head Charterparty. Notwithstanding
                                         the above principal terms, as well as, the terms of the NewCo 3 Profit Sharing Addendum
                                         mentioned in clause 3.18 herein, the NewCo 3 Head Charterparty shall have the same content,
                                         form and aspects with the BN Odyssey Head Charterparty



 


		3.17	During
                                         the term of the NewCo 3 Head Charterparty, NBC may enter into "NewCo 3 Third
                                         Party Sub-Charterparties" from time to time pursuant to which third parties
                                         shall sub-charter the New-Build 3 from NBC at the then prevailing market rates. NBC shall
                                         earn a booking commission calculated as a percentage of all gross freights,
                                         demurrages, charter hires, and
                                         other revenues ("NewCo 3 Booking Commission") earned on the NewCo
                                         3 Third Party Sub-Charterparties which are voyage charters or time charters during the
                                         term of the NewCo 3 Head Charterparty. The NewCo 3 Booking Commission shall be 1.00%
                                         of all gross freights, demurrages,
                                         charter hires and other revenues earned
                                         during the NewCo 3 Head Charterparty.



 


		3.18	With respect
                                         to NewCo 3 Third Party Sub-Charterparties (voyage charter or time charter), to the extent
                                         that the Time Charter Equivalent returns which NBC earns exceed the Time Charter Equivalent
                                         of USD 11,350 per day (such excess being the "NewCo 3 Profit"), NBC
                                         has agreed to share seventy-five percent (75%) of such NewCo 3 Profit with NewCo 3 ("NewCo
                                         3 Profit Share Amount") pursuant to the "NewCo 3 Profit Sharing Addendum"
                                         to be included as an addendum to the NewCo 3 Head Charterparty. The rules agreed in the
                                         BN Odyssey Profit Sharing Addendum Supplement shall apply mutatis mutandis for
                                         the assessment, calculation and payment of the NewCo 3 Profit.



 




    	18



    	 



    

 


NewCo
4 – Charter Agreements


 


		3.19	Immediately
                                         prior to the delivery date of New-Build 4, NBC shall enter into a "NewCo 4 Head
                                         Charterparty" with NewCo 4 pursuant to which NBC shall charter from NewCo 4
                                         the New-Build 4 for a period of five (5) years at the rate of USD 11,350 per day plus
                                         any NewCo 4 Profit Share Amount earned pursuant to the NewCo 4 Profit Sharing Addendum.
                                         NBC shall earn a 1.25% address commission pursuant to the terms of the NewCo 4 Head Charterparty.
                                         Bulk Partners (Bermuda) Ltd. shall guarantee the full and timely performance by NBC of
                                         any and all of its obligations and liabilities under the NewCo 4 Head Charterparty. Notwithstanding
                                         the above principal terms, as well as, the terms of the NewCo 4 Profit Sharing Addendum
                                         mentioned in clause 3.21 herein, the NewCo 4 Head Charterparty shall have the same content,
                                         form and aspects with the BN Odyssey Head Charterparty.



 


		3.20	During
                                         the term of the NewCo 4 Head Charterparty, NBC may enter into "NewCo 4 Third
                                         Party Sub-Charterparties" from time to time pursuant to which third parties
                                         shall sub-charter the New-Build 4 from NBC at the then prevailing market rates. NBC shall
                                         earn a booking commission calculated as a percentage of all gross freights,
                                         demurrages, charter hires, and
                                         other revenues ("NewCo 4 Booking Commission") earned on the NewCo
                                         4 Third Party Sub-Charterparties which are voyage charters or time charters during the
                                         term of the NewCo 4 Head Charterparty. The NewCo 4 Booking Commission shall be 1.00%
                                         of all gross freights, demurrages,
                                         charter hires, and other revenues earned
                                         during the NewCo 4 Head Charterparty.



 


		3.21	With respect
                                         to NewCo 4 Third Party Sub-Charterparties (voyage charter or time charter), to the extent
                                         that the Time Charter Equivalent returns which NBC earns exceed the Time Charter Equivalent
                                         of USD 11,350 per day (such excess being the "NewCo 4 Profit"), NBC
                                         has agreed to share seventy-five percent (75%) of such NewCo 4 Profit with NewCo 4 ("NewCo
                                         4 Profit Share Amount") pursuant to the "NewCo 4 Profit Sharing Addendum"
                                         to be included as an addendum to the NewCo 4 Head Charterparty. The rules agreed in the
                                         BN Odyssey Profit Sharing Addendum Supplement shall apply mutatis mutandis for
                                         the assessment, calculation and payment of the NewCo 4 Profit.



 


Capital
Structure and Funding of the Company and its Subsidiaries


 


		3.22	On the
                                         date hereof, the capital structure of the Company is as follows:



 


		-	USD
                                         12,683,333.33 of zero-interest subordinated
                                         shareholder loans provided by STST to the Company, USD 12,683,333.33
                                         of zero-interest subordinated shareholder loans provided by BFB to the Company
                                         and USD 12,683,333.33 of zero-interest
                                         subordinated shareholder loans provided by ASO 2020 to the Company (together, the "Shareholder
                                         Loans"); and



 


		-	USD
                                         40,000 of common equity (10,000 ordinary shares with a value of USD 4.00 per share).



 




    	19



    	 



    

 


		3.23	On the
                                         date hereof, the capital structure of the BN Odyssey is as follows:



 


		-	USD
                                         19,500,000.00 per the Existing DVB Loan;



 


		-	USD
                                         12,500,00.00 of zero-interest subordinated shareholder loans provided by the Company
                                         to BN Odyssey; and



 


		-	USD
                                         10,000.00 of common equity (10,000 ordinary shares with a par value of USD 1.00 per share).



 


		3.24	On the
                                         date hereof, the capital structure of the BN Orion is as follows:



 


		-	USD
                                         19,500,000.00 per the Existing DVB Loan;



 


		-	USD
                                         12,500,00.00 of zero-interest subordinated shareholder loans provided by the Company
                                         to BN Orion; and



 


		-	USD
                                         10,000.00 of common equity (10,000 ordinary shares with a par value of USD 1.00 per share).



 


		3.25	Pursuant
                                         to the terms and conditions of the Shipbuilding Contracts, the relevant Subsidiaries
                                         of the Company will be required to pay Sumitomo Corporation cash deposits equal to 40%
                                         of the purchase price of the relevant Vessel at certain dates prior to the delivery of
                                         such Vessel. In order to fund the payment of deposits due to Sumitomo Corporation by
                                         the Subsidiaries pursuant to the Shipbuilding Contracts, each Party hereby agrees to
                                         provide the Company with additional Shareholder Loans in an amount equal to (i) the product
                                         of (x) its pro rata shareholding percentage as at the due date of a deposit multiplied
                                         by (y) the amount of such deposit, no later than one (1) week prior to the due date of
                                         each relevant deposit. The Company shall on-lend the proceeds of such Shareholder Loans
                                         to the relevant Subsidiary. The first instalment
                                         under the Shipbuilding Contracts has been funded in accordance with the Subscription
                                         Agreement.



 


		3.26	Pursuant
                                         to the terms and conditions of the Shipbuilding Contracts, the relevant Subsidiaries
                                         of the Company will be required to pay Sumitomo Corporation 60% of the purchase price
                                         of the relevant Vessel upon delivery of the Vessel. In order to fund this final payment
                                         instalment, the Company and its Subsidiaries intend to borrow the required funds from
                                         third party financial institution/s pursuant to loan agreement/s containing terms and
                                         conditions acceptable to the Parties. Glencore and Glencore International plc on one
                                         hand, Bulk Partners (Bermuda) Ltd. on the other and Cooper, Cartesian and ASO Holdings
                                         on the third hereby agree to guarantee the amounts due and owing to such third party
                                         financial institution/s on a several basis reflecting the pro rata shareholding
                                         percentages in the Company inter se of STST, BFB and ASO 2020, respectively.
                                         The Parties agree to discuss in the future and in good faith the conditions
                                         under which ASO Holdings, Cooper and Cartesian (severally in proportion to their ownership
                                         in ASO 2020) may be released from their obligation to provide the above mentioned guarantee
                                         or the obligations of an existing guarantee, subject in all cases to the consent of the
                                         applicable creditor and the continuation of the obligations of ASO 2020 itself. To the
                                         extent that the required funds for the final payment instalment cannot be borrowed from
                                         third party financial institution/s on terms and conditions acceptable to the Parties,
                                         each of the Parties hereby agrees that it shall fund the final instalment via additional
                                         Shareholder Loans until such time as third party borrowing is available on terms acceptable
                                         to all Parties.



 




    	20



    	 



    

 


		3.27	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.



 


		3.28	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 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.


 


		3.29	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.



 


		3.30	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 3.27 and 3.28, 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.



 


		3.31	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:



 




    	21



    	 



    

 


		(a)	a
                                         Party (including each of its direct or indirect parent companies, in the case of STST,
                                         Glencore, Glencore International plc and Glencore Xstrata International plc, in the case
                                         of BFB, Bulk Partners (Bermuda) Ltd and in the case of ASO 2020, ASO Holdings, , , Cooper,
                                         and Cartesian,
                                         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 Parties (including their direct or indirect parent companies, in the case of STST, Glencore, Glencore International
plc and Glencore Xstrata International plc; in the case of BFB, Bulk Partners (Bermuda) Ltd.; and in the case of ASO 2020, ASO
Holdings, Cooper, and Cartesian (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 (including the DVB Loan), guarantee agreement (including any guarantees provided to Sumitomo
Corporation and/or Oshima Shipbuilding Co., Ltd. pursuant to the Shipbuilding Contracts) 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.


 


For
the avoidance of doubt,


 


(a)     ASO
2020, on a joint and several basis, with the entities mentioned under paragraphs (b) & (c) below,


 


(b)     ASO
Holding, on a several basis in proportion to its respective aggregate direct and indirect shareholding in ASO 2020;


 


;
and


 


(c)     Cooper
and Cartesian, each on a several basis in proportion to their respective aggregate direct and indirect shareholding in ASO 2020,


 


hereby
confirm that they will fully indemnify STST, Glencore, Glencore International plc, BFB and Bulk Partners (Bermuda) Ltd. in respect
of any Guarantee Payments made by them in relation to: (a) the Existing DVB
Loan; and (b) the guarantees provided for the purposes of the Shipbuilding Contracts, pursuant to the guarantee letters attached
in Appendix 4 hereto.


 




    	22



    	 



    

 


		3.32	To the
                                         extent that an Indemnifying Party (and its direct or indirect parent companies set forth
                                         in clause 3.31(a), as applicable) is unable to indemnify the Guaranteeing Shareholder
                                         Party (or its direct or indirect parent companies as set forth in clause 3.31(a), as
                                         applicable) in accordance with clause 3.31, 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:



 


		(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 3.31, 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
                                         3.31, 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 3.31 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.



 


		3.33	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.



 


		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.



 




    	23



    	 



    

 


The
Company shall discharge promptly after the signing
of this Agreement the 3 (three) Administrative Directors, and each of STST, BFB and ASO 2020 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 6 (six)
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, a
STST-designated nominee or an ASO 2020-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 all of the Parties, each
                                         acting for itself and not as a fiduciary to the other Parties:



 


		(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;



 


		(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 (other
                                         than the Transition Dividend) 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;



 




    	24



    	 



    

 


		(g)	the
                                         sale or purchase of, the grant of a purchase option to a third party over (other than
                                         pursuant to the BN Odyssey NBC Sub-Charterparty with respect to a purchase option on
                                         the MV Odyssey and the BN Orion NBC Sub-Charterparty with respect to a purchase option
                                         on the MV Orion), the exercise of an option to purchase, or the grant of any mortgage,
                                         charge or Encumbrance over, any Vessel (other than pursuant to the Existing DVB Loan)
                                         or any other asset or property of the Company or a Subsidiary or of any interest therein;



 


		(h)	subject
                                         to 10.1(a), the chartering-in of any vessel by the Company or a Subsidiary;



 


		(i)	subject
                                         to 10.1(a), the chartering–out or sub-chartering
                                         out of any Vessel for a period exceeding 12 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
                                         (other than NewCo 1 and NewCo 2);



 


		(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;



 


		(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 clauses
                                         3 and 6 hereof;



 


		(t)	the
                                         amount and timing of any additional funding requirements of the Company as per clause
                                         3.27 hereof (for the avoidance of doubt, excluding additional funding requirements which
                                         are mandatory pursuant to clause 3.28);



 




    	25



    	 



    

 


		(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;



 


		(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)	piracy/environmental
                                         risk issues to the extent not controlled by the Management Agreement, Head Charterparties,
                                         or NBC Sub-Charterparties;



 


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



 


		(dd)	the
                                         initiation or settlement of any litigation by or against the Company or any of its Subsidiaries
                                         exceeding 50.000 $U.S.



 


		6	Management
                                         of the Vessels and of the Company



 


		6.1	The commercial
                                         employment of the Vessels shall be stipulated according to the terms and conditions of
                                         the Head Charterparties (including the relevant Profit Share Addenda) and the NBC Sub-Charterparties
                                         (including the relevant Profit Share Addenda).



 


		6.2	The technical
                                         management of the Vessels shall be entrusted to Seamar Management S.A., pursuant to the
                                         agreement attached hereto as Appendix 11. Any divergence from recommended
                                         maintenance schedules will require the consent of all 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, on those
                                         terms and conditions set out in company management agreement to be concluded in the form
                                         agreed in Appendix 12 attached hereto, subject to any alterations agreed
                                         from time to time between the Company and/or Subsidiaries and all the Parties, (the “Company
                                         Management Agreement”).



 


		6.4	It is understood
                                         that the 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. The commercial employment of the
                                         Vessels shall be entrusted to NBC for so long as the NBC Sub-Charterparties and the NewCo
                                         Head Charterparties are in effect.



 




    	26



    	 



    

 


		6.5	The Parties
                                         shall collaborate as far as possible on the technical aspects of the yard contracts,
                                         the vessel construction, and their supervision. Each Party shall designate key contact
                                         person(s) for technical matters. To the extent permitted by Sumitomo Corporation, as
                                         contractor, and Oshima Shipbuilding Co., Ltd., as builder, each Party will have the right
                                         to appoint an assistant to the owner’s representative to the yard regarding the
                                         supervision of the new buildings from the stage of agreeing on specifications and drawings,
                                         etc. to the actual building, sea trials and delivery, with full rights to attend in all
                                         material meetings and sea trials, including the right to request through the owner’s
                                         representative and receive all communications with the yard (correspondence, drawings,
                                         specifications, results of sea trials, etc.) and information.



 


		6.6	The
                                         administrative management and technical management of all the vessels ultimately owned
                                         by the Company will remain with the companies as provided above in clauses 6.2. and 6.3.
                                         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
                                         companies referred in clauses 6.2. and 6.3. and the Parties will ensure 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 Parties to cooperate in removing the the defaulting managers (namely the companies
                                         referred in clauses 6.2. and/or 6.3. as the case may be).



 


		6.7	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.



 


		6.8	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 all three Parties and (c) all three Parties
                                         affirmatively approve such an agreement.



 


		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.



 




    	27



    	 



    

 


		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.



 


		7.3	Each
                                         of the Parties agree that a dividend shall be paid by BN Odyssey and BN Orion to STST
                                         and BFB in an amount equal to the total net income earned by each of BN Odyssey and BN
                                         Orion during the year ending December 31, 2012 based on the audited financial statements
                                         of BN Odyssey and BN Orion (the "Transition Dividend"). The Transition
                                         Dividend shall be paid from cash flow generated by the companies in 2013. Each of STST
                                         and BFB shall receive fifty percent (50%) of the Transition Dividend at the same time.
                                         The Parties shall take all necessary corporate action to declare and pay the Transition
                                         Dividend. As of the date hereof, based on the unaudited management accounts of BN Odyssey
                                         and BN Orion as of 31 December 2012, the Transition Dividends for BN Odyssey and BN Orion
                                         are expected to be $1,154,601 and $1,046,106 (or $2,200,707 in aggregate).



 


		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.



 


		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.



 




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		9	Non-Assignability



 


		9.1	Each Party
                                         hereby undertakes with the other Parties that during the continuance of this Agreement
                                         it shall not without the prior written consent of the other Parties 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 other Parties 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.



 


		(a)	The
                                         entering into of this Agreement does not imply any restrictions on the other business
                                         activities of any of the Parties except as explicitly provided herein.
                                         Each of BFB and ASO 2020 agrees that the Company shall have a right of first refusal
                                         over BFB and ASO 2020 and their respective Affiliates (but, for the avoidance of doubt,
                                         excluding Glencore and its Affiliates) on the acquisition or long term period charter
                                         of more than twelve months of 1A and 1B ice-strengthened panamax dry-bulk vessels provided
                                         both Glencore and ASO2020 agree to exercise such right of first refusal. Furthermore,
                                         NBC and BFB agree that, to the extent NBC charters 1A or 1B ice-strengthened dry-bulk
                                         vessels exceeding 45.000 DWT, that NBC shall operate on an “open-book” basis
                                         to permit confirmation that such chartered vessels are not receiving preferential treatment.
                                         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 (excluding the acquisition
                                         and long term period charter of 1A and 1B ice-strengthened panamax dry-bulk vessels as
                                         described above) 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 (subject to the open-book provisions described above).



 


		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.



 




    	29



    	 



    

 


		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 Parties 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 Parties 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 of the Parties 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.



 


		12.4	In the
                                         event that one of the Parties 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 Parties (the "Offeree/s")
                                         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 Offerees, pro rata to their shareholding
                                         percentages in the Company inter se as at the date ("Receipt Date")
                                         of receipt of the offer by the last receiving Offeree, 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/s (whether individually or jointly) 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/s will not trigger an event of default under a Financing Agreement,



 




    	30



    	 



    

 


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”).


 


If
an Offeree ("Surplus Offeree/s") accepts all of the Sale Shares and Loans offered to it (in other words, such
Offeree accepts its entire pro rata share of the Sale Shares and Loans based on its shareholding percentage as at the Receipt
Date) and in such acceptance also accepts ("Additional Acceptance") those Sale Shares and Loans ("Surplus
Sale Shares and Loans") which were offered to another Offeree to the extent not accepted by such other Offeree, then
such Surplus Sale Shares and Loans shall be deemed to have been offered to the Surplus Offeree/s pro rata to their respective
shareholding percentages in the Company inter se as at the offer date and shall to the extent of their Additional Acceptances
be deemed to have been accepted by the Surplus Offeree/s.


 


		(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 (such as the Head Charterparties,
                                         including the relevant Profit Share Addenda), except if, pursuant to clause 12.7, the
                                         non-defaulting Parties have served 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 Parties due to a substantial breach of such Defaulting Party’s
                                         or such Defaulting Party’s Affiliates’ 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), then, at the sole option of the non-defaulting
                                         Parties, the value of any charterparty entered into by the Company and/or its Subsidiaries
                                         relating to the Vessels (such as the Head Charterparties, including the relevant Profit
                                         Share Addenda) may be excluded from the valuation, 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.



 




    	31



    	 



    

 


		12.5	If (a)
                                         the Offeree/s accept the entire offer in respect of the Sale Shares and Loans (whether
                                         individually or jointly) 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/s 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 such
                                         Offeree/s 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 STST is the offering shareholder, the BN
                                         Odyssey Head Charterparty (including the relevant Profit Share Addendum) and the BN Orion
                                         Head Charterparty (including the relevant Profit Share Addendum) are terminated with
                                         immediate effect, and that BN Odyssey and BN Orion are substituted as "Owners"
                                         under the BN Odyssey NBC Sub-Charterparty (including the relevant Profit Share Addendum)
                                         and the BN Orion NBC Sub-Charterparty (including the relevant Profit Share Addendum),
                                         respectively, and (iii) ensure that if BFB is the offering shareholder, the Company Management
                                         Agreement shall be terminated with immediate effect, but the Head Charterparties and
                                         the NBC Sub-Charterparties (including the relevant Profit Sharing Addenda) shall continue
                                         in accordance with the respective terms and conditions thereof. The offering shareholder
                                         shall, upon the request of the other Parties 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), (ii) and (iii) above. If the Offeree/s
                                         are 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 Shareholders and their respective direct or indirect
                                         parent companies (as outlined in clause 3.31 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.



 


		12.6	If (a)
                                         the Offeree/s accept the entire offer in respect of the Sale Shares and Loans (whether
                                         individually or jointly) prior to the end of the Offer Period (b) the offer is subject
                                         to the Optional Suspensive Condition and (c) the Offeree/s have 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 such Offeree/s 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
                                         and such Offeree/s shall (i) ensure that if STST is the offering shareholder, the BN
                                         Odyssey Head Charterparty (including the relevant Profit Share Addendum) and the BN Orion
                                         Head Charterparty (including the relevant Profit Share Addendum) are terminated with
                                         immediate effect, and that BN Odyssey and BN Orion are substituted as "Owners"
                                         under the BN Odyssey NBC Sub-Charterparty (including the relevant Profit Share Addendum)
                                         and the BN Orion NBC Sub-Charterparty (including the relevant Profit Share Addendum),
                                         respectively, and (ii) ensure that if BFB is the offering shareholder, the Company Management
                                         Agreement shall be terminated with immediate effect, but the Head Charterparties and
                                         the NBC Sub-Charterparties (including the relevant Profit Sharing Addenda) shall continue
                                         in accordance with the respective terms and conditions thereof. The offering shareholder
                                         shall, upon the request of the other Parties 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).



 




    	32



    	 



    

 


		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 the breach of any obligations of a Party
                                         or such Party’s Affiliates in respect of the Head Charterparties and NBC Sub-Charterparties
                                         (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), any 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 Parties
                                         at a price equivalent to eighty percent (80%) of their Net Asset Value (as defined in
                                         clause 11.4) but otherwise on the terms and conditions set out in clause 11 (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 Parties on the expiration
                                         of 15 (fifteen) days from the receipt of the written Notice to Offer from the non-defaulting
                                         Parties referred to above.



 


		13	Deadlock



 


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



 


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



 




    	33



    	 



    

 


		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");



 


		(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, any Party
                                         (the "Server") shall be entitled, but shall not be obliged, to deliver
                                         a written offer (the "Deadlock Offer") on each other Party (the "Recipient/s")
                                         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 each of the
                                         Recipients (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 each 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"), each 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");
                                         provided, however, if multiple Recipients give notice to purchase, then each Recipient
                                         shall be entitled to purchase, on the same basis as set forth above, such percentage
                                         of the Server's shares and Shareholder Loans which is equal to (x) each Recipient’s
                                         then shareholding percentage, divided by (y) the aggregate shareholding percentage of
                                         the Recipients.



 




    	34



    	 



    

 


		(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), (iii) and (iv) 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 STST is the selling
                                         shareholder, the BN Odyssey Head Charterparty (including the relevant Profit Share Addendum)
                                         and the BN Orion Head Charterparty (including the relevant Profit Share Addendum) are
                                         terminated with immediate effect, and that BN Odyssey and BN Orion are substituted as
                                         "Owners" under the BN Odyssey NBC Sub-Charterparty (including the relevant
                                         Profit Share Addendum) and the BN Orion NBC Sub-Charterparty (including the relevant
                                         Profit Share Addendum), respectively, and (iv) ensure that, if BFB is the selling shareholder,
                                         the Company Management Agreement shall be terminated with immediate effect, but the Head
                                         Charterparties and the NBC Sub-Charterparties (including the relevant Profit Sharing
                                         Addenda) shall continue in accordance with the respective terms and conditions thereof.
                                         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), (iii) and (iv) 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), (iii) and
                                         (iv) 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 STST is the selling shareholder,
                                         the BN Odyssey Head Charterparty (including the relevant Profit Share Addendum) and the
                                         BN Orion Head Charterparty (including the relevant Profit Share Addendum) are terminated
                                         with immediate effect, and that BN Odyssey and BN Orion are substituted as "Owners"
                                         under the BN Odyssey NBC Sub-Charterparty (including the relevant Profit Share Addendum)
                                         and the BN Orion NBC Sub-Charterparty (including the relevant Profit Share Addendum),
                                         respectively, and (iv) ensure that, if BFB is the selling shareholder, the Company Management
                                         Agreement shall be terminated with immediate effect, but the Head Charterparties and
                                         the NBC Sub-Charterparties (including the relevant Profit Sharing Addenda) shall continue
                                         in accordance with the respective terms and conditions thereof. 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), (iii) and (iv) above.



 




    	35



    	 



    

 


		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


 


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


 




    	36



    	 



    

 


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; richard.marshall@glencore.com; 

matthew.weber@glencore.com


 


The
contact details of ASO 2020 are as follows:


 


ASO
2020 Maritime S.A.


c/o
Olympic Shipping and Management S.A.


8,
Zephyrou St. P. Phaleron


GR
175 64 Athens Greece


 


Attention:
John P. Ioannidis


Facsimile:
+30 210 9498 364


e-mail: john.ioannidis@olyship.com


 


With
a copy to:


 


ASO
Holdings S.A.


Städtle
27


Vaduz,
FL 9490 Lichtenstein


Attention:
Anthony S. Papadmitriou


Facsimile:
+00423 23 50 220


Email:
asp@onassis.gr


 


		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 Parties. For the avoidance of doubt, NBC shall be entitled to market the Vessels
                                         as within their fleet but without mentioning the Parties.



 




    	37



    	 



    

 


		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, together with the Subscription 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 or the Subscription 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.


 


		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.



 




    	38



    	 



    

 


		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 20.3 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	 
	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	 
	 	 
	(c)          ASO
    2020 appoints:	Olympic Agencies (UK) Ltd
	 	Nash House,
	Saint
    George str	 
	London
    W1S  2FQ	 
	England	 


 




    	39



    	 



    

 


	Attn:	 
	 	 
	Tel:
    +44 207 8626800	 
	Fax:
    +44 207 8626801	 


 


		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)


 




    	40



    	 



    

 


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


 


ASO 2020
MARITIME, S.A.


 


Signed by


 


_____________________,
director


 


for and on
behalf of


 


ASO 2020
Maritime, S.A.


 


Signed by


 


_____________________,
director


 


for and
on behalf of


 


ASO 2020
Maritime, S.A.


 




    	41



    	 



    

 


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


 


OF THIS 10th
DAY OF JANUARY, 2013:


 


BULK PARTNERS
(BERMUDA) LIMITED (for the purposes of Recital K and Clauses 1.1, 3.3, 3.7, 3.10, 3.13, 3.16, 3.19, 3.26, 3.31, 12.7 and 16.1)


 


Signed by


 


___________________,
director


 


for and on
behalf of


 


Bulk Partners
(Bermuda) Limited


 


NORDIC BULK
CARRIERS A/S (for the purposes of Clauses 1.1, 3, 6.4, 8.3, 10.1, , 12.5, 12.6, 12.7, 13.2 and 16.1)


 


Signed by


 


_________________,
director


 


for and on
behalf of


 


Nordic Bulk
Carriers A/S


 




    	42



    	 



    

 


ASO HOLDINGS
S.A. (for the purposes of Clauses 1.1, 3.26, 3.31, , 12.5, 12.7, and 16.1)


 


Signed by


 


_________________,
director


 


for and on
behalf of


 


ASO Holdings
S.A.


 


Signed by


 


_________________,
director


 


for and on
behalf of


 


ASO Holdings
S.A.


 




    	43



    	 



    

 


COOPER INVESTMENT
FUND LLC (for the purposes of Clauses 1.1, 3.26, 3.31, , 12.5, 12.7 and 16.1)


 


	By:	CIP Manager, LLC	 
	 	Its Managing Member	 
	 	 	 
	By:	 	 
	 	Name: Matthew P. Boyer	 
	 	Title: Managing Director	 
	 	 	 
	By:	 	 
	 	Name Adam J. Murphy	 
	 	Title: Managing Director	 


 


for and on
behalf of


 


Cooper Investment
Fund LLC


 


MARITIME
ACQUISITION INVESTMENT LLC (for the purposes of Clauses 1.1, 3.26, 3.31, , 12.5, 12.7 and 16.1)


 


	By:	COOPER INVESTMENT FUND LLC
	 	its Managing Member
	 	 
	By:	CIP Manager, LLC
	 	its Managing Member
	 	 	 
	By:	 	 
	 	Name: Matthew P. Boyer	 
	 	Title: Managing Director	 
	 	 	 
	By:	 	 
	 	Name Adam J. Murphy	 
	 	Title: Managing Director	 


 


for and on
behalf of


 


Maritime
Acquisition Investment LLC


 




    	44



    	 



    

 


PANGAEA
TWO LP (for the purposes of Clauses 1.1, 3.26, 3.31, , 12.5 12.7 and 16.1)


 


Pangaea Two,
LP


 


by: Pangaea
Two GP, LP, its General Partner


 


by: Pangaea
Two Admin GP, LLC, its General Partner


 


by: ___________________


 


Name:


 


Title:


 


For and on
behalf of


 


Pangaea
Two LP


 


PANGAEA
TWO ACQUISITION HOLDINGS II, LIMITED (for the purposes of Clauses 1.1, 3.26, 3.31, , 12.5, 12.7 and 16.1)


 


Signed by


 


_________________,
director


 


for and on
behalf of


 


Pangaea
Two Acquisition Holdings II, Limited


 




    	45



    	 



    

 


GLENCORE
INTERNATIONAL AG (for the purposes of Clauses 1.1, 3.2, 3.6, 3.26, 3.31, , 12.5 12.7 and 16.1)


 


Signed by


 


___________________


 


for and on
behalf of


 


Glencore
International AG


 


____________________


 


for and on
behalf of


 


Glencore
International AG


 


GLENCORE
INTERNATIONAL PLC (for the purposes of Recital K and Clauses 1.1, 3.26, 3.31, , 12.5, 12.7 and 16.1)


 


Signed by


 


___________________


 


for and on
behalf of


 


Glencore
International plc


 


____________________


 


for and on
behalf of


 


Glencore
International plc


 




    	46