Exhibit 10.5


 


This supplemental agreement ("Supplement")
is made on 7th NOVEMBER 2017


 


Between


 


		(i)	Goodbulk Ltd., a company incorporated under the laws of Bermuda, with its registered office
at Clarendon House, 2 Church Street, Hamilton, Bermuda (the "Client");



 


		(ii)	C Transport Holding Ltd., a company incorporated under the laws of Bermuda, with its registered
office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the "Service Provider"),



 


(the Client and the Service Provider
together the "Parties" and each a "Party").


 


WHEREAS


 


		(a)	the Client and Service Provider have entered into a services agreement dated 5 January 2017 (as
amended and supplemented from time to time, the "Agreement") pursuant to which the Client and the Service Provider
agreed that the Service Provider shall provide certain services to the Client including, inter alia, administration services,
consultancy services, corporate & legal services and Information Technology (IT) services.



 


		(b)	the Client and the Service Provider wish to make certain amendments and supplements to the Agreement
on the terms and conditions set out in this Supplement.



 


NOW THEREFORE For good and valuable
consideration, the receipt and adequacy of which of which each Party hereby acknowledges and confirms to the other, IT IS HEREBY
AGREED AS FOLLOWS:


 


1. DEFINITIONS AND INTERPRETATIONS


 


1.1         Unless
otherwise specified capitalised terms and interpretation of the terms used in this Supplement shall have the same meaning and interpretation
specified in the Agreement and such terms shall apply to this Supplement mutatis mutandis as if set out in full herein.


 


1.2         In
this Supplement the following capitalised terms shall have the meanings set out below:


 


"Qualifying IPO"
means the completed initial public offering, as approved by the board of directors of GoodBulk.Ltd, of all or a portion of the
authorised shares (irrespective of their class or category) issued, or to be issued, by Goodbulk Ltd. pursuant to which authorised
shares have been listed for trading on the New York Stock Exchange or the Nasdaq in the United States of America (or any other
internationally recognized stock exchange).


 


"IPO Date" means
the date on which a Qualifying IPO occurs.


 


2. VARIATION OF THE AGREEMENT


 


2.1        As
and with effect of the date of this Supplemental Agreement the Agreement shall be amended and supplemented as follows:


 


2.1.1       In
clause 1.1 (Definitions) the following new definitions shall be added:


 


""IPO" means
the completed initial public offering, as approved by the board of directors of GoodBulk.Ltd, of all or a portion of the authorised
shares (irrespective of their class or category) issued, or to be issued, by Goodbulk Ltd. pursuant to which authorised shares
have been listed for trading on the New York Stock Exchange or the Nasdaq in the United States of America (or any other internationally
recognized stock exchange)."


 




     


     


    




 


2.1.2       in
clause 7 (Management Fees and Expenses) in the fourth paragraph delete the words "for the five-year period beginning
on the Commencement Date" and replaced with "until 26th October 2022 (inclusive) and nor shall they
increase for the period of any automatic renewal of this Agreement pursuant to Clause 8"


 


2.1.3       clause
8 (Duration of the Agreement and Termination) shall be deleted in full and replaced by the following:


 


"This Agreement shall come
into effect on the Effective Date and shall continue until 26th October 2022 (inclusive) and on such date shall automatically
be renewed until 26th October 2027 (inclusive) and every five years thereafter this Agreement shall automatically be
renewed for a further five years unless (and without prejudice to any other termination rights in this Agreement):


 


(i) this Agreement is terminated
at any time by the Client giving to the Service Provider not less than three months prior notice (other than by way of a Notice
of Non-Renewal) of termination in writing ("Early Termination Notice"), in which event the term of this Agreement
shall terminate and the Service Provider shall cease to be responsible for the provision of the Services on and from the time and
date specified in such notice; or


 


(ii) in respect of any automatic
renewal, this Agreement is terminated by either Party giving to the other Party notice in writing (such notice shall not be given
any less than three months' prior to the relevant automatic renewal date)that such Party does not agree to the relevant automatic
renewal ("Notice of Non-Renewal"), in which event the term of this Agreement shall terminate and the Service Provider
shall cease to be responsible for the provision of the Services on the date this Agreement would otherwise have automatically renewed.


 


In the event of termination of this
Agreement by the Client, the Service Provider shall be entitled to receive a termination payment equal to two (2) times the prior
12 months Management Fees due to the Service Provider as outlined in Clause 7, save that no such termination payment shall be payable
by the Client in the event that termination occurs as a result of either the failure of the Service Provider to perform its material
obligations under this Agreement or as a result of the Service Provider not being permitted by applicable law to perform the Staff
Services or due to the insolvency of the Service Provider.


 


For the avoidance of doubt, if the
Service Provider terminates this Agreement by way of a Notice of Non-Renewal, no termination payment shall be payable by the Client"


 


2.1.4       in
clause 9 (Confidentiality) after the words "court order" the following words shall be added:


 


"and/or any regulatory requirements
including, but not limited to, the Securities & Exchange Commission, as required as part of the Qualifying IPO"


 


2.1.5       after
clause 12 (Service Provider's Right to Sub-Contract), a new clause 13 shall be added as follows:


 


"13. Hardship


 


If the continued performance of
this Agreement becomes economically burdensome for the Parties due to an event or events not contemplated at the time of entering
into this Agreement, then the Parties agree to review the terms of the clause 7 and negotiate a solution in good faith."


 


2.2.       As
and with effect of the IPO Date the Agreement shall be amended and supplemented as follows:


 


		2.2.1	in clause 7 (Management Fees and Expenses) the words "26th October 2022"
shall be deleted and replaced with the calendar date being five (5) calendar years after the date of the Qualifying IPO (for example,
for indicative purposes only, if the IPO Date was 5 March 2020 in clause 7 the words "26th October 2022"
would be replaced by "4 March 2025"); and



 


		2.2.2	in clause 8 (Duration of the Agreement and Termination):



 




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		2.2.2.1	the words "26th October 2022" shall be deleted and replaced with the
calendar date being five (5) calendar years after the date of the Qualifying IPO (for example, for indicative purposes only, if
the IPO Date was 5 March 2020 in clause 8 the words "26th October 2022" would be replaced by "4
March 2025"); and the



 


		2.2.2.2	the words "26th October 2027" shall be deleted and replaced with the
calendar date being ten (10) calendar years after the date of the Qualifying IPO (for example, for indicative purposes only, if
the IPO Date was 5 March 2020 in clause 8 the words "26th October 2027" would be replaced by "4
March 2030").



 


3. MISCELLANEOUS


 


3.1 Each Party hereby represents and warrants
to the other Party that its execution of this Supplement has been duly authorised and this Supplement constitutes its legal and
valid obligations binding on it in accordance with the terms hereof.


 


3.2 This Supplement shall be an integral part
of the Agreement and shall be an amendment and supplement thereto such that as and with effect of (i) the date of this Supplement
in respect of Clause 2.1; and (ii) the IPO Date in respect of Clause 2.2, the Agreement shall be read and construed subject to,
and in accordance with, the terms of this Supplement. All other terms and/or conditions of the Agreement, save those altered and
changed pursuant to this Supplement, shall remain unaltered and in full force and effect. For the avoidance of doubt, where there
is a conflict between the provisions of the Agreement and the terms of this Supplement, this Supplement shall prevail.


 


3.3 This Supplement may be executed in any
number of counterparts, each of which when executed and delivered shall constitute an original of this Supplement but all the counterparts
shall together constitute the same agreement. No counterparts shall be effective until each party has executed at least one counterpart.
A signed copy received in pdf format (or equivalent electronic format) shall be deemed an original.


 


3.4 This Supplement, including any non-contractual
obligations arising out of, or in connection with it, shall be governed by, and construed in accordance with, English law. All
disputes, claims or proceedings between the Parties relating to the validity, construction, performance or termination of this
Supplement shall be resolved in accordance with clause 10 of the Agreement, as if set out in full, mutatis mutandis, in
this Supplement.


 


IN WITNESS WHEREOF the Parties have caused
this Supplement to be duly executed by their duly authorised officers and/or attorneys-in-fact on the day and year first above
written.


 


For and on behalf of

Goodbulk Ltd.


 


	/s/ Angus Paul	 	/s/ Stephen G. Kasnet	 	/s/ Gregory G. Belonogoff
	Angus Paul	 	Stephen G. Kasnet	 	Gregory G. Belonogoff


 


For and on behalf of

C. Transport Holding Ltd.


 


	/s/ Luigi Pulcini	 
	By: Luigi Pulcini	 
	Title: Director	 


 



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