Exhibit 4.3


 


SUBSCRIPTION AGREEMENT


 


THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of                         ,
2010, is entered into by and between Baltic Trading Limited, a corporation
incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”)
and Genco Investments LLC, a limited liability company formed under the laws of
the Republic of the Marshall Islands (“Purchaser”).


 


WHEREAS, the Corporation desires to issue and sell to
Purchaser, and Purchaser desires to subscribe for and purchase from the
Corporation, a number of shares of the Class B Stock, par value $0.01 per
share, of the Corporation (“Class B Stock”); and


 


WHEREAS, immediately prior to the execution hereof, Purchaser
has surrendered to the Corporation its certificate for 100 shares of the
Corporation’s capital stock for no consideration for cancellation, and the
Corporation has caused to become effective its Amended and Restated Articles of
Incorporation which provide, among other things, for the Class B Stock as
authorized capital stock of the Company;


 


WHEREAS, the Corporation and Purchaser are executing and
delivering this Agreement in reliance upon the exemption from securities
registration afforded by the provisions of the Securities Act of 1933, as amended
(the “Securities Act”), and the rules and regulations promulgated
by the U.S. Securities and Exchange Commission thereunder.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants and obligations hereinafter
set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Corporation and Purchaser,
intending to be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


The following capitalized terms used in this Agreement
shall have the following respective meanings:


 


“Affiliate” means a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, another person.


 


“Antidilution Shares” means a number of shares
of Class B Stock equal to two percent (2%) of the number of shares of
Common Stock that the Corporation may issue from time to time, excluding the
Incentive Shares and the Over-allotment Shares.


 


“Common Stock” means the Common Stock, par
value $0.01 per share, of the Corporation.


 


“Control” including
the terms “controlling,” “controlled by” and “under common control with,” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting shares, by contract or otherwise. A person who is the owner
of 20% or more of the outstanding 


 

















 


voting shares of any corporation, partnership, unincorporated
association or other entity shall be presumed to have control of such entity,
in the absence of proof by a preponderance of the evidence to the
contrary.  Notwithstanding the foregoing,
a presumption of control shall not apply where such person holds voting shares,
in good faith and not for the purpose of circumventing this provision, as an
agent, bank, broker, nominee, custodian or trustee for one or more owners who
do not individually or as a group have control of such entity.


 


“Incentive Shares”
means any shares of Common Stock constituting or issuable pursuant to any award
under the Corporation’s 2009 Equity Incentive Plan.


 


“Initial Shares” means five million six hundred
ninety-nine thousand eighty-eight (5,699,088) shares of Class B Stock.


 


“Over-allotment Shares” means any shares of
Common Stock issuable pursuant to the underwriters’ over-allotment option as
described in the Registration Statement on Form S-1 (File No. 333-162456)
for the Corporation’s initial public offering of Common Stock.


 


“Purchase Price” means the sum of Seventy-Five
Million Dollars ($75,000,000).  
Purchaser shall be entitled to receive credit towards the Purchase Price
for any advances of cash made to the Corporation prior to consummation of the
transactions contemplated in Sections 2.1 and 2.2 hereof.


 


“Surplus” means the surplus (as such term is
used in Section 41(1) of the Business Corporations Act of the
Republic of the Marshall Islands) of the Corporation attributable to the
Purchase Price.


 


ARTICLE II

PURCHASE AND SALE OF SHARES


 


SECTION 2.1.                      Agreement to Sell and Purchase
the Shares; Antidilution Rights.  Subject to
the terms and conditions hereof, the Corporation agrees to issue and sell to
Purchaser, and Purchaser agrees to subscribe for and purchase from the
Corporation, the Initial Shares and the Antidilution Shares in exchange for the
Purchase Price paid by Purchaser simultaneously with the execution hereof or
through prior advances of cash as described in Article I above.


 


SECTION 2.2.                      Issuance of Initial Shares. 
Simultaneously with the execution hereof, the Corporation shall issue
the Initial Shares to Purchaser.


 


SECTION 2.3.                      Issuances of Antidilution
Shares.


 


(a)         Subject to the terms and conditions of
this Section 2.4, the Corporation shall issue Antidilution Shares to
Purchaser from time to time simultaneously with each future issuance of Common
Stock other than the Incentive Shares and the Over-allotment Shares.


 


(b)         To the extent the Corporation has any
remaining Surplus, then consistent with resolutions adopted by the Corporation’s
Board of Directors prior to the execution hereof, 


 


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such Surplus shall be reduced, and the Corporation’s stated capital
increased, by the aggregate par value per share of any Antidilution Shares to
be issued.


 


(c)         If Corporation has no remaining Surplus,
then the issuance of further Antidilution Shares shall be subject to Purchaser’s
prior payment to the Corporation of the aggregate par value per share for such
Antidilution Shares.


 


(d)         The Purchaser’s right to receive Antidilution
Shares shall terminate at such time as Purchaser, together with its Affiliates,
ceases to own at least 10% of the aggregate number of outstanding shares of the
Corporation’s Common Stock and Class B Stock.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser hereby
represents and warrants to the Corporation as follows:


 


(a)         The Purchaser has the legal capacity,
power and authority to enter into and perform all of its obligations under this
Agreement.  The execution, delivery and
performance of this Agreement by the Purchaser will not violate any other
material agreement to which the Purchaser is a party.  This Agreement has been duly and validly
authorized, executed and delivered by the Purchaser and constitutes a valid and
binding agreement of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except that such enforceability (i) may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
or relating to enforcement of creditors’ rights generally and (ii) is
subject to general principles of equity.


 


(b)         The Purchaser represents and warrants
that the Purchaser: (i)  is familiar with the Corporation and its business
prospects and (ii) has had an opportunity to select and consult with such
attorneys, business consultants and any other person(s) the Purchaser has
wished to confer with.  The Purchaser
acknowledges that the Corporation has made available to the Purchaser prior to
the signing of this Agreement and sale of any Class B Stock, the
opportunity to ask questions of any person authorized to act on behalf of the
Corporation concerning any aspect of the investment and to obtain any
additional information, to the extent the Corporation possesses such
information or can acquire it without unreasonable effort or expense, necessary
to verify the accuracy of the information.


 


(c)         Purchaser knows and understands that an
investment in the Class B Stock of the Corporation is a speculative
investment that involves a high risk of loss and that on and after the date
hereof, there will be no public market for the Class B Stock and the
Corporation does not contemplate that a public market will develop.


 


(d)         The Purchaser is an institutional “accredited
investor,” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act.   The Purchaser
has substantial knowledge and experience in financial, investment and business
matters, and has the requisite knowledge and experience to evaluate the risks and
merits of this investment.  The decision
of the Purchaser to purchase the Class B Stock hereunder has been made by
the Purchaser independent of any statements, disclosures or judgments as to the
properties, business, prospects 


 


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or condition (financial or otherwise) of the Corporation that may have
been made or given to the Purchaser.  The
Purchaser can and will bear the economic risks of the Purchaser’s investment in
the Corporation and is able to hold the Corporation’s Class B Stock indefinitely
without registration and is able to sustain a complete loss if the Class B
Stock becomes worthless.


 


(e)         The shares of Class B Stock being
purchased hereunder have not been registered under the Securities Act, (ii) such
shares are being sold pursuant an exemption under Section 4(2) of the
Securities Act, and (iii) the Corporation’s reliance on such exemption is
predicated in part on the Purchaser’s representations made pursuant to this
Agreement.  The Purchaser has no
contract, undertaking, agreement or arrangement with any other person or entity
to sell, transfer or pledge any Class B Stock that the Purchaser is
purchasing hereunder, and the Purchaser has no present plans or intentions to
enter into any such contract, undertaking, agreement or arrangement.  The Purchaser acknowledges that no such
shares of Class B Stock have been registered or qualified for resale under
applicable securities laws and may not be sold except pursuant to such
registration or qualification thereunder or an exemption therefrom.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION


 


The Corporation hereby
represents and warrants to the Purchaser as follows:


 


(b)         The
Corporation has the legal capacity, power and authority to enter into and
perform all of its obligations under this Agreement.  The execution, delivery and performance of
this Agreement by the Corporation will not violate any other material agreement
to which the Corporation is a party. 
This Agreement has been duly and validly authorized, executed and
delivered by the Corporation and constitutes a valid and binding agreement of
the Purchaser, enforceable against the Corporation in accordance with its
terms, except that such enforceability (i) may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting or relating to
enforcement of creditors’ rights generally and (ii) is subject to general
principles of equity.


 


(b)         The
Initial Shares have been duly authorized and, upon issuance, will be validly
issued, fully paid and non-assessable.


 


ARTICLE V

MISCELLANEOUS


 


SECTION 5.1.                      Governing Law. 
This Agreement shall be governed by and construed under the law of the
State of New York without regard to its choice of law provisions.


 


SECTION 5.2.                      Assignment. 
Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder shall be assignable by either the Corporation or Purchaser
without the other’s prior written consent, except that Purchaser (or any
successor assignee) may assign any or all of the foregoing in whole or in part
to one or more of its Affiliates.


 


SECTION 5.3.                      Binding Effect. 
The provisions of this Agreement shall be binding upon and accrue to the
benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.


 


SECTION 5.4.                      Section and Other
Headings; Interpretation.  The section
and other headings herein are for convenience of reference only, do not
constitute part of this Agreement and shall not be deemed to limit or otherwise
affect any of the provisions hereof.


 


SECTION 5.5.                      Counterparts. 
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
together shall be deemed to be one and the same agreement.


 


SECTION 5.6.                      Entire Agreement; Waiver,
Amendment.  This Agreement contains the entire agreement
of the parties with respect to the subject matter hereof and supersedes any and
all prior agreements, understandings or undertakings, written or oral.  Neither this Agreement nor any provision
hereof shall be waived, amended, modified, changed, discharged or terminated
except by an instrument in writing, signed by the party against whom any
waiver, amendment, modification, change, discharge or termination is sought.


 


[Signature
page follows.]


 


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


 


 


	
   

  	
  BALTIC TRADING LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John C. Wobensmith

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENCO INVESTMENTS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John C.
  Wobensmith

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  



 


[Signature Page to Baltic
Trading Limited Subscription Agreement]


 


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