Exhibit 10.11


 


 


 


 


 


 





Dated
the 10th of April 2017


 


19th
SUPPLEMENTAL AGREEMENT


 


Relating
to the


 


REVENUE
SHARING AGREEMENT

DATED 25th FEBRUARY 2013


 


 


 


 


 


 




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THIS
SUPPLEMENTAL AGREEMENT is dated the 10th of April, 2017 and made between:


 


		1	Each
                                         of the Parties listed in Schedule 1 hereto (together the “Current Members”);



 


		2	C
                                         TRANSPORT HOLDING LTD., a Company incorporated in the Bermuda, having its registered
                                         office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the “Manager”);
                                         and



 


		3	GOODBULK
                                         LTD. of at Clarendon House, 2 Church Street, Hamilton, Bermuda (the “New
                                         Member”).



 


WHEREAS:


 


		(A)	this
                                         Agreement is supplemental to a Revenue Sharing Agreement dated 25th February,
                                         2013, as amended or supplemented from time to time (the “Principal Agreement”)
                                         made between the current Members and the Manager, here attached as Schedule 3, whereby
                                         the Current Members agreed (inter alia) to employ the Member Vessels (as defined in the
                                         Principal Agreement) within the Principal Agreement;



 


		(B)	Pursuant
                                         to the provisions of clause 3.3 of the Principal Agreement, the Current Members have,
                                         subject to the terms set out in this Agreement and with effect as from the Effective
                                         Date as defined in clause 1.2, agreed to permit M.V. “Aquakula” to
                                         become Member Vessel and to admit the New Member into the Principal Agreement;



 


		(C)	this
                                         Agreement sets out the terms and conditions upon which the Current Members and the Manager
                                         shall permit the M.V. “Aquakula” (as well as any future vessel that
                                         the New Member may include) to become Member Vessel with effect as from the Effective
                                         Date and shall admit the New Member into the Principal Agreement, on the terms of the
                                         Principal Agreement as amended from time to time.



 


NOW IT IS
HEREBY AGREED as follows:


 


1.
Definitions 


 


1.1 Defined expressions


 


Words
and expressions defined in the Principal Agreement shall unless the context otherwise requires or unless otherwise defined herein,
have the same meanings when used in this Agreement.


 


1.2 Definitions 


 


In
this Agreement, unless the context otherwise requires:


 


“Effective
Date” means the 18th of April 2017 for the M.V. “Aquakula”, provided that the Manager
has received the documents and evidence specified in clause 5 herein and Schedule 2 in a form and substance satisfactory to it
within the 30th of April, 2017; and


 




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“New
Vessel” means M.V. “Aquakula” owned by the New Member and/or in the disponent Ownership of the New
Member.


 


1.3 Principal Agreement


 


References
in the Principal Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context
otherwise requires, be references to the Principal Agreement as amended by this Agreement and words such as “herein”,
“hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”,
where they appear in the Principal Agreement, shall be construed accordingly.


 


1.4 Headings 


 


Clause
headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of
this Agreement.


 


1.5 Construction of certain
terms


 


Clause
1.3 of the Principal Agreement shall apply to this agreement (mutatis mutandis) as if set out herein and as if references therein
to “this Agreement” were references to this Agreement.


 


2.       Consent
of Current Members and the Manager


 


The
Current Members and the Manager agree with the New Member that, subject to the terms and conditions of this Agreement and in particular,
but without prejudice to the generality of the foregoing, subject to fulfillment of the conditions contained in clause 5 herein
and schedule 2 herein, the Current Members and the Manager shall with effect on and from the Effective Date agree to:


 


		·	employ
                                         the New Vessels in the Principal Agreement as from the Effective Date; and



 


		·	admit
                                         the New Member as a member of the Principal Agreement as from the Effective Date.



 


3.       Assumption
of liability and obligations 


 


3.1 Additional party 


 


It
is hereby agreed that, with effect from the Effective Date, the New Member shall be, and is hereby made, an additional party to
the Principal Agreement and the Principal Agreement shall henceforth be construed in all respects as if references to the “Members”
included reference to the New Member in addition to the Current Members.


 


3.2 Assumption of Liability


 


The
New Member hereby agrees with the Current Members and the Manager that, as and with effect from the Effective Date, it shall,
severally with the


 


Current
Members (and proportionally with their participation percentages as per the Revenue Sharing Key), assume and duly and punctually
perform all the liabilities and obligations whatsoever from time to time to be performed or discharged by the Members under the
Principal Agreement and shall be bound by the terms of the Principal Agreement as if the New Member had at all times been named
therein as a Member. For the avoidance of doubt, the New Member shall, in relation to the New Vessels (and any other Member Vessel



 




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which
it may subsequently enter into the Principal Agreement) comply with all obligations of the Principal Agreement relating to the
Member Vessels including, without limitation, under clause 3.1 of the Principal Agreement.


 


4.
Amendments to Principal Agreement


 


4.1        Amendments



 


The
Principal Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended in accordance with the following
provisions (and the Principal Agreement, as so amended, will continue to be binding upon the Current Members and the Manager and
the New Member upon such terms as so amended):


 


a)
by construing all references to “Members” (as defined in the Principal Agreement) as including reference to the
New Member; and


 


b)
by construing all references to “Member Vessel” or “Member Vessels” (as defined in the Principal Agreement)
as including the New Vessels.


 


4.2       Continued
force and effect 


 


Save
as amended by this Agreement, the provisions of the Principal Agreement shall continue in full force and effect and the Principal
Agreement and this Agreement shall be read and construed as one instrument.


 


5.
    Conditions 


 


5.1       Documents
and evidence


 


The
consent of the Current Members and the Manager referred to in clause 2 herein shall be subject to the receipt by the Manager of
the documents and evidence specified in Schedule 2 in form and substance satisfactory to the Manager.


 


5.2       Waiver
of conditions precedent 


 


The
conditions specified in this clause 5 are inserted solely for the benefit of the Current Members and the Manager and may be waived
by the Current Members and the Manager in whole or in part with or without conditions.


 


6.
    Replacement of a Current Member


 


The
Current Members hereby agree that, as and with effect as from the Effective Date, CCI Sabulum III Co. Pte. LTD. shall be and is
hereby substituted by Castleton Commodities Shipping Co. Pte. Ltd. as a Current Member to the Principal Agreement.


 


Castleton
Commodities Shipping Co. Pte. Ltd. hereby agrees with the Current Members that, as and with effect as from the Effective Date,
Castleton Commodities Shipping Co. Pte. Ltd. shall duly and punctually perform and discharge all liabilities and/or obligations
whatsoever from time to time to be performed or discharged by it or by virtue of the Principal Agreement in all respects as if
Castleton Commodities Shipping Co. Pte. Ltd. was (and had at all times been) named in the Principal Agreement instead of CCI Sabulum
III Co. Pte. LTD.


 




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7.
       Miscellaneous and notices 


 


6.1       Notices


 


The
provisions of clause 17 of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder
as if the same were expressly stated herein and for this purpose any notices to be sent to the New Member shall be sent to the
New Member at:


 


c/o C Transport Maritime
SAM


 


7 Rue du Gabian


 


98000 Principality of
Monaco


 


Att
: Luigi Pulcini


 


6.2       Counterparts



 


This
Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when
so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.


 


7.
        Applicable law 


 


This
Agreement is governed by and shall be construed in accordance with English law and the Arbitration provisions of the Principal
Agreement shall apply to this Agreement mutatis mutandis.


 




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Schedule
1 


 


Part
1 - Names and addresses of the Current Members 


 


		·	DRY
                                         BULK HANDY HOLDING INC. of Paseo del Mar and Pacific Avenues, Costa del Este, MMG
                                         Tower, 23rd. Floor (c/o Morgan & Morgan) Panama City, Republic of Panama
                                         (hereinafter referred to as “DBHH” in this Schedule)



 


		·	DRY
                                         BULK ARGENTINA INC. of Paseo del Mar and Pacific Avenues, Costa del Este, MMG Tower,
                                         23rd. Floor (c/o Morgan & Morgan), Panama City, Republic of Panama (hereinafter
                                         referred to as “DBA” in this Schedule)



 


		·	TRITON
                                         TRADING & TRANSPORTATION CO. LTD., of 80 Broad Street, Monrovia, Liberia (hereinafter
                                         referred to as “TRITON” in this Schedule)



 


		·	BOCIMAR
                                         INTERNATIONAL N.V., of De Gerlachekaai 20, 2000 Antwerpen, Belgium (hereinafter referred
                                         to as “BOCIMAR” in this Schedule)



 


		·	KUMIAI
                                         NAVIGATION (PTE) LTD, of 1 Raffles Place, #27-62 One Raffles Place Singapore 048616
                                         (hereinafter referred to as “KUMIAI” in this Schedule)



 


		·	BOCIMAR
                                         HONG KONG LIMITED of Room 3206 32nd Floor, Lippo Center Tower Two, No.
                                         89 Queensway Hong Kong (hereinafter referred to as “BOCIMAR HONG KONG”
                                         in this Schedule)



 


		·	C
                                         TRANSPORT MARITIME LTD. of Clarendon House, 2 Church Street, P.O. Box HM 666 Hamilton
                                         HM CX Bermuda (hereinafter referred to as “CTM Bermuda” in this Schedule)



 


		·	IONIC
                                         HOLDING INC. of c/o The Trust Company of the Marshall Islands, Ajeltake Road, Ajeltake
                                         Island, Majuro, Marshall Islands (hereinafter referred to as “IONIC”
                                         in this Schedule)



 


		·	AMPHITRITE
                                         SHIPPING & TRADING CO. LTD., of 80 Broad Street, Monrovia, Liberia (hereinafter
                                         referred to as “Amphitrite” in this Schedule).



 


		·	CBC
                                         HOLDING LTD., of 198 Old Bakery Street, VLT 1455, Valletta, Malta (hereinafter referred
                                         to as “CBC HOLDING LTD.” in this Schedule)



 


		·	KLEIMAR
                                         N.V., of Suikerrui 5, Antwerp, Belgium (hereinafter referred to as “KLEIMAR”
                                         in this Schedule)



 


		·	NAUTICAL
                                         BULK HOLDING LTD. of Clarendon House, 2 Church Street, P.O. Box HM 666 Hamilton HM
                                         CX Bermuda (hereinafter referred to as “Nautical Bulk” in this Schedule)



 


		·	SPV
                                         8 LLC. of Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (hereinafter referred
                                         to as “SPV 8” in this Schedule)



 


		·	MATISSE
                                         SHIPPING CORPORATION of Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
                                         (hereinafter referred to as “MATISSE” in this Schedule)



 


		·	SPV
                                         6 LLC. of Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (hereinafter referred
                                         to as “SPV 6” in this Schedule)



 




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		·	DRYLOG
                                         BULKCARRIERS LTD. of Commerce House, Wickhams Cay 1, Road Town, Tortola, British
                                         Virgin Islands (hereinafter referred to as “DLBC” in this Schedule)



 


		·	CASTLETON
                                         COMMODITIES SHIPPING CO, PTE. LTD. of One Raffles Place, 35-61 One Raffles Place,
                                         Tower Two, Singapore (hereinafter referred to as “CCI” in this Schedule)



 


		·	GOLDEN
                                         OCEAN GROUP LTD. of 14 Par-la-Ville Road, Hamilton HM08, Bermuda (hereinafter referred
                                         to as “GOLDEN OCEAN” in this Schedule)



 


		·	DEFENDER
                                         HOLDING LIMITED of 4 Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda
                                         (hereinafter referred to as “DEFENDER” in this Schedule)



 




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Part
2 - Member Vessels employed by Current Members 


 


	 	·	Bulk Costa Rica	(DBHH)
	 	·	Bulk Patagonia	(DBHH)
	 	·	Bulk Uruguay	(DBHH)
	 	·	Bulk Ecuador	(DBHH)
	 	·	Bulk Colombia	(DBHH)
	 	·	Bulk Peru	(DBHH)
	 	·	Bulk Guatemala	(DBHH)
	 	·	Bulk Phoenix	(DBHH)
	 	·	Bulk Atacama	(DBHH)
	 	·	Bulk Honduras	(DLBC)
	 	·	Bulk Bolivia	(DLBC)
	 	·	CMB Chikako	(BOCIMAR HONG KONG)
	 	·	CMB Coralie	(BOCIMAR HONG KONG)
	 	·	Indigo Flora	(BOCIMAR HONG KONG)
	 	·	St George	(MATISSE)
	 	·	St Paul	(MATISSE)
	 	·	KN Future	(KUMIAI)
	 	·	Ionic Storm	(IONIC)
	 	·	Ionic Spirit	(IONIC)
	 	·	Ionic Unicorn	(IONIC)
	 	·	Navios Vega	(Kleimar N.V.)
	 	·	Navios La Paix	(Kleimar N.V.)
	 	·	Navios Mercury	(Kleimar N.V.)
	 	·	Navios Hios	(Kleimar N.V.)
	 	·	Navios Kypros	(Kleimar N.V.)
	 	·	Navios Ulysses	(Kleimar N.V.)
	 	·	Aquaprosper	(Amphitrite)
	 	·	Navios Oriana	(CTM LTD)
	 	·	Navios Venus	(CTM LTD)
	 	·	Aquapride	(TRITON)
	 	·	Red Azalea	(CBC HOLDING)
	 	·	Red Cosmos	(CBC HOLDING)
	 	·	Red Orchid	(CBC HOLDING)
	 	·	Red Sakura	(CBC HOLDING)
	 	·	Nautical Hillary	(NAUTICAL BULK)
	 	·	Nautical Loredana	(NAUTICAL BULK)
	 	·	Nautical Elizabeth	(NAUTICAL BULK)
	 	·	Nautical Sif	(NAUTICAL BULK)
	 	·	Nautical Runa	(NAUTICAL BULK)
	 	·	Nautical Jennifer	(NAUTICAL BULK)
	 	·	Nautical Marie	(NAUTICAL BULK)
	 	·	Nautical Lucia	(NAUTICAL BULK)
	 	·	Nautical Anne	(NAUTICAL BULK)
	 	·	Nautical Alice	(NAUTICAL BULK)
	 	·	Nautical Amethyst	(NAUTICAL BULK)
	 	·	Nautical Aventurin	(NAUTICAL BULK)






 






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	 	·	Queen Jhansi	(SPV 8 LLC)
	 	·	Christinab	(SPV 6 LLC)
	 	·	Lindsaylou	(SPV 2 LLC)
	 	·	Loch Ness	(CCI)
	 	·	Loch Nevis	(CCI)
	 	·	Loch Shuna	(CCI)
	 	·	Loch Crinan	(CCI)
	 	·	Golden Christine	(GOLDEN OCEAN)
	 	·	Golden Cecilie	(GOLDEN OCEAN)
	 	·	Golden Virgo	(GOLDEN OCEAN)
	 	·	Sage Caledonia	(DEFENDER HOLDING LIMITED)



 

Schedule
2 


 


Documents
and evidence required as conditions precedent (referred to in clause 5.1)


 


a)
Corporate authorisation 


 


copies
of resolutions of the New Member’s board of directors and shareholders (shareholders’ resolution to be prepared if
required under constitutional documents) approving the execution of this Agreement and the terms and conditions hereof and thereof
and authorizing the signature, delivery and performance of this Agreement certified by an officer of the New Member:


 


(i)       being
true and correct; 


(ii)       being
duly passed at meetings of the directors and of the shareholders (shareholders’ resolution to be prepared if required under
constitutional documents) of the New Member each duly convened and held; 


(iii)      not
having been amended, modified or revoked; and 


(iv)      being
in full force and effect


 


together
with originals or certified copies of any powers of attorney (if necessary) issued by any party pursuant to such resolutions;
and


 


b)
Revenue Sharing Key


 


the
Revenue Sharing Key for the New Vessels to have been established;


 


c)
Information 


 


the
provision by the New Member to the Manager of such additional information, documents and evidence as the Manager or the New Members
shall require to determine whether or not the New Vessels shall be accepted as Member Vessels.


 




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IN WITNESS
whereof the parties to this Agreement have caused this Agreement to be duly executed as a Deed on the date first above written,
such Agreement having effect as from the Effective Date.


 


THE NEW MEMBER


 


	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by J. M. Radziwill	)	 
	for and on behalf of	)	 
	GOODBULK LTD.	)	 
	in the presence of: E. Nontamaro	)	 



 

THE CURRENT MEMBERS 


 


	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Paolo Mondini	)	 
	for and on behalf of	)	 
	MATISSE SHIPPING CORPORATION	)	 
	in the presence of: Prato Longo	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Maria Danezi	)	 
	for and on behalf of	)	 
	SPV 6 LLC.	)	 
	in the presence of: E. Panaretou	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Maria Danezi	)	 
	for and on behalf of	)	 
	SPV 8 LLC.	)	 
	in the presence of: E. Panaretou	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by	)	 
	for and on behalf of	)	 
	KLEIMAR N.V.	)	 
	in the presence of: A. Pavilidou	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by J. Haramis	)	 
	for and on behalf of	)	 
	DRY BULK HANDY HOLDING INC.	)	 
	in the presence of:	)	 



 



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	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by I. Iliopoulos	)	 
	for and on behalf of	)	 
	DRY BULK ARGENTINA INC.	)	 
	in the presence of: E. Nontanaro	)	 



 



	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by L. Pulcini	)	 
	for and on behalf of	)	 
	TRITON TRADING & TRANSPORTATION CO. LTD.	)	 
	in the presence of: S. Faime	)	 





 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Benoit Timmermans	)	 
	for and on behalf of	)	 
	BOCIMAR INTERNATIONAL N.V.	)	 
	in the presence of:	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by T. Kuroyanagi	)	 
	for and on behalf of	)	 
	KUMIAI NAVIGATION (PTE LTD)	)	 
	in the presence of:	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Benoit Timmermans	)	 
	for and on behalf of	)	 
	BOCIMAR HONG KONG LIMITED	)	 
	in the presence of:	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by L. Pulcini	)	 
	for and on behalf of	)	 
	C TRANSPORT MARITIME LTD.	)	 
	in the presence of: S. Faina	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Andrew Wetten	)	 
	for and on behalf of	)	 
	IONIC HOLDING INC.	)	 
	in the presence of: Meriadita Lingon	)	 



 



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	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by T.S. Huxley	)	 
	for and on behalf of	)	 
	CBC HOLDING LTD.	)	 
	in the presence of: Cathy Hu	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by J. Sykes	)	 
	for and on behalf of	)	 
	AMPHITRITE SHIPPING & TRADING CO. LTD.	)	 
	in the presence of: E. Nontamaro	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by J. A. Petterson	)	 
	for and on behalf of	)	 
	NAUTICAL BULK HOLDING LTD.	)	 
	in the presence of: Anne Hallbing	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by J. Maranis	)	 
	for and on behalf of	)	 
	DRYLOG BULKCARRIERS LTD.	)	 
	in the presence of: E. Montanario	)	 



 



	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Daniel F. Hines, Executive Vice President	)	 
	for and on behalf of	)	 
	CASTLETON COMMODITIES SHIPPING CO. PTE.	)	 
	in the presence of: Duane K. Duclaux, Esq., Secretary	)	 



 

	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Sverre Syberg, Senior  Chartering Manager	)	 
	for and on behalf of	)	 
	GOLDEN OCEAN GROUP LTD.	)	 
	in the presence of: Harald Thorsen, Senior Operation Manager	)	 



 



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	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Mark Doherty	)	 
	for and on behalf of	)	 
	DEFENDER HOLDING LIMITED	)	 
	in the presence of: Katarina Lagetar	)	 



 

THE EXITING MEMBER, REPLACED
BY CASTLETON COMMODITIES SHIPPING CO. PTE. LTD. 


 


	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	by Luke S. Justus, Authorized Representative	)	 
	for and on behalf of	)	 
	CCI Sabulum III Co. Pte. LTD.	)	 
	in the presence of: Duane K. Duclaux, Esq.	)	 



 

THE MANAGER


 


	SIGNED, SEALED and DELIVERED	)	 
	as a DEED	)	 
	By L. Pulcini	)	 
	for and on behalf of	)	 
	C TRANSPORT HOLDING LTD.	)	 
	in the presence of: S. Faina	)	 



 



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