Exhibit 10.6 


 





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 (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):


 






     


     


    

 


		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