Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of _________________, 2018, by and among Goodbulk,
Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), and
each of the stockholders listed on Schedule A hereto (each, a “Stockholder,” and collectively, the “Stockholders”).
Each of the Company and the Stockholders may be referred to in this Agreement as a “Party,” and, collectively,
as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned
such terms in Section 9 of this Agreement.


 


A.           The
Parties desire to enter into this Agreement in order to grant to the Stockholders and certain of their permitted transferees certain
demand and piggyback registration rights covering the Common Shares of the Company held by the Stockholders or any of their Affiliates,
all in accordance with the terms and conditions set forth below.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Stockholders hereby agree as follows:


 


1.     
     Demand Registrations.


 


(a)          Long-Form
Registrations. From and after the date that is 180 days following the completion of the Company’s Initial Public Offering,
each Holder shall be entitled to request registration under the Securities Act of all or any portion of their Registrable Securities
pursuant to a Registration Statement on Form F-1 or any similar or successor form (each, a “Long-Form Registration”).
Each request for a Long-Form Registration shall specify the (i) then-current name and address of such Holder(s), (ii) aggregate
number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially
owned by such Holder(s) and (iv) the intended means of distribution. Upon receipt of any such request, the Company shall promptly
deliver notice of such request to all other Holders who shall then have ten Business Days from the date such notice is given to
notify the Company in writing of their desire to be included in such registration. The Company shall promptly prepare and file
with (or confidentiality submit to) the Securities and Exchange Commission a Registration Statement on Form F-1 or any similar
or successor form thereto covering all of the Registrable Securities that the Holders thereof have timely requested to be included
in such Long-Form Registration.


 


(b)          Short-Form
Registrations. From and after the date that is 12-months following the completion of the Company’s Initial Public Offering,
and provided that the Company shall have qualified for the use of a Registration Statement on Form F-3 or any similar or successor
form (a “Short-Form Registration”), each Holder may request registration under the Securities Act of
all or any portion of its Registrable Securities on a Registration Statement on Form F-3 or any similar or successor form, which
may be a “shelf registration” pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”).
Each request for a Short-Form Registration shall specify the (i) then-current name and address of such Holder(s), (ii) aggregate
number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially
owned by such Holder(s) and (iv) the intended means of distribution. Upon receipt of any such request, the Company shall promptly
deliver notice of such request to all other Holders who shall then have ten Business Days from the date such notice is given to
notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or
confidentiality submit to) the Securities and Exchange Commission a Registration Statement on Form F-3 or any similar or successor
form thereto covering all of the Registrable Securities that the Holders thereof have timely requested to be included in such Short-Form
Registration.


 




     


     


    

 


(c)          Limitations
on Registration Requests. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect (i)
more than three Long-Form Registrations and three Short-Form Registrations, (ii) more than two Demand Registrations (including
any underwritten offering) during any 12-month period, (iii) any Demand Registration if a registration statement filed by the Company
shall have previously been initially declared effective by the Securities and Exchange Commission within the 180 days preceding
the date such request for a Demand Registration is made, (iv) any Demand Registration requested by a Holder within 90 days of such
Holder's failure to timely provide a written request for inclusion in a Piggyback Registration following such Holder's receipt
of the Company's notice thereof pursuant to Section 2(a), or (v) any Demand Registration unless the number of Registrable Securities
sought to be registered on such Registration Statement (x) equals at least 20% of all such Registrable Securities outstanding at
such time, or (y) has an anticipated gross offering price of at least $25,000,000; provided, however, that if such Registrable
Securities represent the last shares held by such Holder, the Company shall, upon request by the Holder(s), register such amount
of Registrable Securities on one Registration Statement.


 


(d)          Underwritten
Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering
at any time, subject to this Section 1, by delivering to the Company a notice setting forth such request and the number
of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate
in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such
underwriting by the Company and reasonably acceptable to a Majority-in-Interest of the Registrable Securities included in such
offering, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement,
(A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other
stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, and
(ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under
the terms of such underwriting agreement.   If the managing underwriter(s) for an underwritten offering advise(s) the
Company and the Holders that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together
with all other Common Shares or other securities which the Company desires to sell and the Common Shares or other securities, if
any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders
of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum
Threshold”), then the Company shall include in such registration:  (1) first, the Registrable Securities
(pro rata in accordance with the number of Registrable Securities then held by such Holder) that can be sold without exceeding
the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing
clause (1), the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses
(1) and (2), the Common Shares or other securities for the account of other Persons that the Company is obligated to register
pursuant to written contractual arrangements, if any, with such Persons and that can be sold without exceeding the Maximum Threshold;
and (4) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and
(3), the Common Shares that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent
that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (4).


 




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(e)          Effectiveness.
The Company will use commercially reasonable efforts to keep a Registration Statement that has become effective as contemplated
by this Section 1 continuously effective, and not subject to any stop order, injunction or other similar order or requirement
of the Securities and Exchange Commission: (i) in the case of a Registration Statement other than a Shelf Registration Statement,
until all Registrable Securities registered thereunder have been sold pursuant to such Registration Statement, but in no event
later than 270 days from the effective date of such Registration Statement, and (ii) in the case of a Shelf Registration Statement,
until the earlier of (x) three years following the effective date of such Shelf Registration Statement and (y) the date that all
Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities.


 


(f)          Revocation.
Holders of a majority of the Registrable Securities proposed to be sold in a Demand Registration may, at any time prior to the
effective date of the Registration Statement relating to such registration, revoke their request for the Company to effect the
registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the
Company. If, pursuant to preceding sentence, the entire request for a Demand Registration is revoked, then, at the option of the
Holder or Holders who revoke such request, either (i) at the direction of the Holders of a majority of the Registrable Securities
proposed to be sold in a Demand Registration, the Holder or Holders of the Registrable Securities proposed to be sold shall, on
a pro rata basis, reimburse the Company for all of its out-of-pocket expenses incurred in the preparation, filing and processing
of the Registration Statement, and if such expenses are paid then such requested registration shall not count as one of the permitted
Demand Registration requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been effected
for purposes of Section 1(c).


 


(e)          SEC
Limitations.


 


(i)          If
the filings contemplated herein are not permitted under the rules and regulations promulgated by the Securities and Exchange Commission
or by any Commission Guidance, then within 45 days after a written request by one or more Holders to register for resale any additional
Registrable Securities owned by such Holders that have not been registered for resale on a "shelf" Registration Statement,
the Company shall file a Registration Statement similar to the Registration Statement then effective (each, a "Follow-On
Registration Statement"), to register for resale 100%, or such portion as permitted by Commission Guidance, of such
additional Registrable Securities. The Company shall give written notice of the filing of the Follow-On Registration Statement
at least twenty-five (25) days prior to filing the Follow-On Registration Statement to all Holders (the “Follow-On
Registration Notice”) and shall include in such Follow-On Registration Statement all such additional Registrable
Securities with respect to which the Company has received written requests for inclusion therein within 30 days after sending the
Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Registration
Statement if (x) the Registrable Securities to be registered are less than at least 20% of all such Registrable Securities at such
time, or (y) such offering has an anticipated gross offering price of at less than $25,000,000. The Company shall use commercially
reasonable efforts to cause such Follow-On Registration Statement to be declared effective as promptly as practicable after filing
such Follow-On Registration Statement.


 




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(ii)         Notwithstanding
any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities
to be registered on a particular Registration Statement (notwithstanding the Company’s commercially reasonable efforts to
advocate with the Securities and Exchange Commission for the registration of all or a greater number of Registrable Securities),
then, unless otherwise directed in writing by a Holder as to its Registrable Securities, the amount of Registrable Securities to
be registered on such Registration Statement will be reduced pro rata among the Holders based on the total number of unregistered
Registrable Securities held by such Holders.


 


2.    
      Piggyback Registrations.


 


(a)          Right
to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act with respect to the
offering of Common Shares (other than in connection with an Initial Public Offering or a registration statement on Form S-4, Form
F-4 or Form S-8 or any similar or successor form thereto or filed solely in connection with an exchange offer or any employee benefit
or distribution or dividend reinvestment plan) (each, a “Piggyback Registration”), the Company shall
give prompt written notice (in any event at least fifteen (15) Business Days prior to the anticipated filing date of the Registration
Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially
reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a
written request from each Holder for inclusion therein within ten (10) Business Days following such Holder’s receipt of the
Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an
underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected
for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required
under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the
Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section
7(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions
and other documents reasonably required under the terms of such underwriting agreement.  No registration effected under this
Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1.
If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior
to the effective date of the registration statement filed in connection with such registration, the Company shall determine for
any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback
Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such
registration. Notwithstanding anything herein to the contrary, the Company shall have no obligation to effect a Piggyback Registration
unless the number of Registrable Securities sought to be registered on such Registration Statement has an anticipated gross offering
price of at least $25,000,000.


 


 




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(b)          Reduction
of Offering. If the managing underwriter(s) for a Piggyback Registration that is to be an underwritten offering advises
the Company and the Holders that in their opinion the dollar amount or number of Common Shares or other securities which the Company
desires to sell, taken together with Common Shares or other securities, if any, as to which registration has been demanded pursuant
to written contractual arrangements with third parties, if any, the Registrable Securities as to which registration has been requested
under this Section 2, and the Common Shares or other securities as to which registration has been requested pursuant
to the written contractual piggyback registration rights of other stockholders of the Company, may materially adversely affect
the success of the underwritten offering, then the Company shall include in any such registration:


 


(i)          if
the registration is undertaken for the Company’s account:  (A)  first, all of the securities offered by
the Company; and (B) second, up to the full amount of securities requested to be included by the Holders and allocated pro
rata among the Holders requesting that their Registrable Securities be included in such registration on the basis of the number
of Registrable Securities owned by each such Holder (subject to any Maximum Threshold) and (C) third, by all other holders
of securities (other than Registrable Securities) with registration rights entitling them to participate in such Piggyback Registration,
allocated pro rata among such holders on the basis of the amount of Registrable Securities then held by such holders (subject to
any Maximum Threshold); and


 


(ii)         if
the registration is a “demand” registration undertaken at the demand of one or more Persons other than the Company
and any Holder, (A)  first, the Common Shares or other securities for the account of such demanding Persons requested
to be included therein; (B)  second, up to the full amount of securities requested to be included in such Piggyback
Registration by the Holders entitled to participate therein, allocated pro rata among such holders on the basis of the amount of
Registrable Securities then held by such Holder; (C) third, up to the full amount of securities proposed to be included
in the registration by the Company; and (D) fourth, up to the full amount of securities requested to be included in such Piggyback
Registration by all other Persons entitled to participate therein, allocated pro rata among such other Persons on the basis of
the amount of securities requested to be included therein by each such other Person;


 


such that, in each case, the total amount
of securities to be included in such Piggyback Registration is the full amount that, in the view of the managing underwriter(s),
can be sold without materially adversely affecting the success of such Piggyback Registration.


 




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(c)          Selection
of Underwriters. If any Piggyback Registration is an underwritten primary offering initiated by the Company, the investment
banker(s) and manager(s) for the offering shall be selected by the Company in its sole discretion.


 


(d)          Revocation
of Piggyback Registration.  If at any time after giving notice of
a Piggyback Registration, and prior to the time sales of securities are confirmed pursuant to the Piggyback Registration, the Company
determines for any reason not to register or to delay the registration of the Piggyback Registration, the Company may, in its sole
discretion, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation
to register any Registrable Securities in connection with the abandoned or delayed Piggyback Registration, without prejudice.


 


3. 
         Market Standoff Agreement. Each Holder of Registrable
Securities agrees that in connection with any Public Offering of the Company's equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in
such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period
commencing on the date that is 10 days prior to the consummation of such offering and continuing until 180 days, in the case
of an Initial Public Offering, and 90 days, in the case of all Public Offerings that are not an Initial Public
Offering, after the commencement of an underwritten offering, (i) offer to sell, pledge, sell, contract to sell, grant any
option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise
dispose of, directly or indirectly, any shares of Common Shares or any securities convertible into, exercisable for or
exchangeable for shares of Common Shares (whether such shares or any such securities are then owned by the Holder or are
thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing provisions of
this Section 3 shall not apply to sales of Registrable Securities to be included in such offering pursuant
to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive officers and
directors of the Company are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and
deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent
with the foregoing or which are necessary to give further effect thereto.


 


4. 
         Registration Procedures.


 


(a)          Whenever
the Holder has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use commercially
reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the Holder’s
intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:


 


(i)          (A)
prepare and file (or submit confidentially) with the Securities and Exchange Commission a Registration Statement with respect to
such Registrable Securities as soon as reasonably practicable, and (B) use commercially reasonable efforts to cause such Registration
Statement (1) to become effective as soon as practicable (provided that before filing a Registration Statement or prospectus or
any amendments or supplements thereto, the Company shall furnish to one counsel selected by Holders of a Majority-in-Interest of
the Registrable Securities proposed to be included therein copies of all such documents proposed to be filed, which documents shall
be subject to the review and comment of such counsel) and (2) to remain effective and in compliance with the provisions of the
Securities Act until all Registrable Securities (and any other securities, if applicable) covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such
securities have been withdrawn;


 




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(ii)         respond
to written comments received from the Securities and Exchange Commission upon a review of any Registration Statement in a timely
manner;


 


(iii)        notify
each Holder of the effectiveness of each Registration Statement filed hereunder; file with the Securities and Exchange Commission
in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such
Registration Statement; and prepare and file with the Securities and Exchange Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith, and otherwise take such actions, as may be necessary to
keep such Registration Statement effective as set forth in Section 1(e) herein;


 


(iv)        furnish
to each Holder such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included
in such Registration Statement (including each preliminary prospectus) and such other documents as the Holders may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by each Holder;


 


(v)         if
applicable, use commercially reasonable efforts to register or qualify the shares covered by such Registration Statement under
such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request and do any and all other acts
and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions
of the Registrable Securities owned by such Holder (provided that the Company shall not be required to (A) qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself
to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);


 


(vi)        notify
each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material
fact or omits any fact necessary to make the statements therein not misleading, and, as expeditiously as possible following the
happening of such event, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;


 




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(vii)       use
its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange;


 


(viii)      provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;


 


(ix)         enter
into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders
or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities
(including effecting a stock split or a combination of shares);


 


(x)          make
available, upon reasonable notice and during normal business hours, for inspection by any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter,
all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees and independent
accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection
with such Registration Statement;


 


(xi)         otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission,
and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date
of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder, and which requirement will be deemed satisfied if the Company timely files complete and accurate information
on Form 20-F, Form 40-F or Form 6-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


(xii)        in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any Common Shares included in such Registration
Statement for sale in any jurisdiction, the Company shall use commercially reasonable efforts promptly to obtain the withdrawal
of such order;


 


(xiii)       use
commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate
the disposition of such Registrable Securities; and


 




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(xiv)      cooperate
with each Holder and any broker or dealer through which any such Holder proposes to sell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Holder.


 


(b)          Each
Holder that requested that any Registrable Securities be registered pursuant to this Agreement shall deliver to the Company such
information with respect to itself and its Registrable Securities as the Company may reasonably require for inclusion in the Registration
Statement (and the prospectus included therein) to the extent necessary to comply with all applicable rules and regulations of
the Securities and Exchange Commission, including, but not limited to, a Selling Stockholder Questionnaire, if any, and that it
will promptly notify the Company of any material changes in the information set forth in the Registration Statement furnished by
or regarding the Holder or its plan of distribution. Each Holder further agrees that it shall not be entitled to be named as a
selling securityholder in the Registration Statement or use the prospectus for offers and resales of Registrable Securities at
any time, unless such Holder has provided to the Company all information reasonably requested by the Company, including, but not
limited to, a completed and signed Selling Stockholder Questionnaire. Each Holder acknowledges and agrees that the information
provided to the Company by the Holder, including, but not limited to, in the Selling Stockholder Questionnaire, may be used by
the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration
Statement.


 


(c)          The
Holders shall not effect sales of the shares covered by the Registration Statement (i) prior to the withdrawal of any stop
order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related
prospectus or suspending the registration or qualification of any Registrable Securities included in the Registration Statement
for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of an electronic
transmission or other written notice from the Company instructing such Holders to suspend sales to permit the Company to correct
or update the Registration Statement or prospectus until such Holder receives copies of a supplemented or amended prospectus that
corrects the misstatement(s) or omission(s) referred to above and receives notice that any required post-effective amendment has
become effective.


 


(d)          At
any time during the term of this Agreement, the Company may determine, in the good faith judgment of its Board of Directors, after
consultation with the Company's legal counsel, that offers and sales under the Registration Statement shall be suspended if it
is in the best interests of the Company not to disclose the existence of material facts surrounding any proposed or pending acquisition,
disposition, strategic alliance, financing transaction, or any other material transaction involving the Company, the existence
of which the Company has a bona fide business purpose for keeping confidential and the nondisclosure
of which in the Registration Statement would reasonably be expected to cause the Registration Statement to fail to comply with
applicable disclosure requirements.  Immediately upon making such a determination, the Company shall give notice of such
determination to the Holders of such Registrable Securities, upon receipt of which each such Holder agrees that it will immediately
discontinue offers and sales of Registrable Securities under the Registration Statement until such Holder receives copies of a
supplemented or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and receives notice that
any post-effective amendment has become effective; provided, that the Company may delay, suspend or withdraw the Registration Statement
for such reason for no more than three times during any twelve (12)  consecutive month period and the duration of any such
delay, suspension or withdrawal shall not exceed ninety (90) days in the aggregate in any twelve (12) consecutive month period.


 




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5.     
     Registration Expenses. All expenses (other than Selling Expenses) incident to the
Company’s performance of or compliance with this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses,
fees and disbursements of custodians, and fees and disbursements of counsel for the Company and independent certified public
accountants, underwriters (excluding Selling Expenses) and other persons retained by the Company, and reasonable fees and
expenses (not to exceed $50,000 per Demand Registration or Piggyback Registration) of one counsel for the Holders in
connection with any Demand Registration or Piggyback Registration (all such expenses being herein called
“Registration Expenses”), shall be borne by the Company. The Company shall not be liable for
any Selling Expenses. As used herein, the term "Selling Expenses" shall mean, collectively, any selling
commissions, discounts or brokerage fees. Selling Expenses shall be borne by the respective seller thereof, in proportion to
the respective number of shares of Registrable Securities sold by each of them.


 


6.    
      Holder's Obligations. Each Holder covenants and agrees that, in the event
the Company informs such Holder in writing that it does not satisfy the conditions specified in Rule 172 and, as a result
thereof, such seller is required to deliver a prospectus in connection with any disposition of Registrable Securities, it
will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall
sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.


 


7.     
     Indemnification.


 


(a)          The
Company shall indemnify, to the extent permitted by applicable law, each Holder, its officers, directors, partners, managers, members,
investment managers, employees, affiliates, agents and representatives, and each Person who controls each Holder (within the meaning
of Section 15 the Securities Act and Section 20 of the Exchange Act) against any and all losses, claims, damages, liabilities and
expenses (including reasonable legal expenses) arising out of or based upon (i) any untrue or alleged untrue statement of material
fact contained in (or incorporated by reference therein) any Registration Statement, free writing prospectus, prospectus or preliminary
prospectus, filing under any state securities (or blue sky) law or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or (ii) any violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or
regulation promulgated thereunder relating to the offer and sale of Registrable Securities pursuant to the Registration Statement;
provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent that (x) such
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in (or incorporated
by reference therein) any Registration Statement, free writing prospectus, prospectus or preliminary prospectus, filing under any
state securities (or blue sky) law or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such indemnified
party regarding such party expressly for use therein, or (y) such claim is related to the use by a Holder or underwriter, if any,
of an outdated or defective prospectus after such Holder has received written notice from the Company that such prospectus is outdated
or defective. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors
and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of the holders of Registrable Securities.


 




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(b)          Each
Holder shall, severally and not jointly, to the extent permitted by applicable law, indemnify the Company, its directors and officers
and each Person who controls the Company (within the meaning of Section 15 the Securities Act and Section 20 of the Exchange Act),
against any and all losses, claims, damages, liabilities and expenses (including reasonable legal expenses) arising out of or based
upon any untrue or alleged untrue statement of material fact contained in (or incorporated by reference therein) the Registration
Statement, free writing prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information so furnished in writing to the Company
by such Holder or its representatives by or on behalf of such Holder expressly for use therein; provided that each such Holder
shall be liable under this Section 7(b) of this Agreement (and otherwise) for only up to the amount of net amount of proceeds
actually received by each such Holder as a result of the sale of its Registrable Securities pursuant to the Registration Statement
giving rise to such indemnification obligation.


 


(c)          Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to
indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless, in the Company’s
reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
After written notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim,
the indemnifying party shall not be subject to any liability for any settlement subsequently made by the indemnified party without
its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of the Company,
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such
claim, in which case the indemnifying party shall be liable for the fees and expenses of one additional firm of attorneys with
respect to the indemnified parties. The indemnifying party shall keep the indemnified party reasonably apprised at all times as
to the status of the defense or any settlement negotiations with respect to such claim. No indemnifying party shall, without the
prior written consent of the indemnified party, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a
full release from all liability with respect to such claim.


 




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(d)          If
the indemnification provided for in this Section 7 of this Agreement is unavailable to or is insufficient to hold harmless
an indemnified party under the provisions above in respect to any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses to the fullest extent permitted by law; provided, however, that: (i) no Person
involved in the sale of Registrable Securities that is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) in connection with such sale shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation, and (ii) contribution by each Holder shall be limited in amount to the net amount of proceeds actually
received by such Holder from the sale of such Registrable Securities pursuant to the applicable Registration Statement, less the
amount of any damages that such Holder has otherwise been required to pay in connection with such sale (including under Section
7(b)).


 


8.     
     Reports under the Exchange Act. With a view to making available to the each
Holder the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Securities and
Exchange Commission that may at any time permit a Holder to sell securities of the Company to the public without registration
(“Rule 144”), at all times during which there are Registrable Securities outstanding that have not
been previously been (i) sold to or through a broker or dealer or underwriter in a public distribution or (ii) sold in a
transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1)
thereof, in the case of either clause (i) or clause (ii) in such a manner that, upon the consummation of such sale, all
transfer restrictions and restrictive legends with respect to such shares are removed upon the consummation of such sale, the
Company agrees to use its commercially reasonable efforts to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the
Exchange Act, so long as the Company remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and


 


(c)          furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent
annual report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as
may be reasonably requested to permit each Holder to sell such securities pursuant to Rule 144 without registration.


 




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9.    
      Definitions.


 


“Affiliate”
means (i) any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with such other Person, (ii) any executive officer or general partner of such other Person and (iii) any legal entity for
which such Person acts as executive officer or general partner, and “control” for these purposes means
the direct or indirect power to direct or cause the direction of the management and policies of another Person, whether by operation
of law or regulation, through ownership of securities, as trustee or executor or in any other manner.


 


“Business
Day” means any day on which the principal offices of the Securities and Exchange Commission in Washington, DC are
open to accept filings.


 


“Commission
Guidance” means (i) any publicly available written guidance or rule of general applicability of the Securities and
Exchange Commission staff or (ii) written comments, requirements or requests of the Securities and Exchange Commission staff to
the Company in connection with the review of a Registration Statement.


 


“Common
Shares” means the common shares, par value $1.00 per share, of the Company, and includes all securities of the Company
issued or issuable with respect to such securities by way of a stock split, stock dividend, or in exchange for or upon conversion
of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation,
or other corporate reorganization.


 


“Demand
Registration” means a Short-Form Registration or a Long-Form Registration.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


“Founders’ Agreement”
means the Amended and Restated Founders’ Agreement dated as of October 25, 2017, by and among the Company, Brentwood Shipping
& Trading Ltd., and each of the investors listed on Schedule A thereto.


 


“FINRA”
means the Financial Industry Regulatory Authority, and any agency or authority succeeding to the functions thereof..


 


“Holder”
means (i) the Stockholder in its capacity as a holder of record of Registrable Securities, (ii) any Affiliate of the Stockholder
that is a direct or indirect transferee of Registrable Securities from the Stockholder or any subsequent Holder and (iii) any direct
or indirect transferee of transfer of not less than twenty percent (20%) of the initial number of Registrable Securities issued
to the Stockholder at the closing of the Purchase Agreement from the Stockholder or any subsequent Holder.


 


“Initial Public Offering”
means the Company’s first underwritten public offering of its Common Shares registered under the Securities Act.


 


“Majority-in-Interest”
means Holders of more than fifty percent (50%) of the then-Registrable Securities.


 




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“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).


 


“Public
Offering” means the sale of Common Shares to the public pursuant to an effective Registration Statement (other than
Form S-4, Form F-4 or Form S-8 or any similar or successor form) filed under the Securities Act or any comparable law or regulatory
scheme of any foreign jurisdiction.


 


“Registrable
Securities” means (i) any Common Shares held by each Holder or its Affiliates, whether on the date of this Agreement
or thereafter, and (ii) any other Common Shares issued or issuable with respect to the securities referred to in clause (i) by
way of a stock dividend or stock split or in connection with an exchange or combination of shares, recapitalization, merger, consolidation
or other reorganization; provided, however, that in the case of a Permitted Assignee, "Registrable Securities" shall
not include any securities of the Company held by such Permitted Assignee that were not transferred to such Permitted Assignee
in a Permitted Assignment. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever
such Person has the right to acquire such Registrable Securities (upon conversion or exercise, in connection with a transfer of
securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such
acquisition has actually been effected. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when (A) a Registration Statement covering such securities has been declared effective by the Securities and Exchange
Commission and such securities have been disposed of pursuant to such effective Registration Statement, (B) such securities are
sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under
the Securities Act are met, (C) (x) such Holder owning such Registrable Securities holds Registrable Securities that constitute,
in the aggregate, less than 3% of the Company’s outstanding Common Shares (on a fully diluted basis) and (y) such securities
are eligible for sale without registration pursuant to Rule 144 (or any similar provisions then in force) under the Securities
Act without limitation thereunder on volume or manner of sale, (D) such securities are otherwise transferred and such securities
may be resold without subsequent registration under the Securities Act, or (E) such securities shall have ceased to be outstanding.


 


“Registration
Statement” means any registration statement of the Company under the Securities Act which covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the prospectus, amendments, and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Securities
and Exchange Commission” means the United States Securities and Exchange Commission, and any governmental body or
agency succeeding to the functions thereof.


 




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10.   
      Miscellaneous.


 


(a)          Remedies.
Each Party shall be entitled to enforce its rights under any provision of this Agreement specifically to recover damages caused
by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable law. The Parties
agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that
any Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction (without posting any bond
or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions
of this Agreement.


 


(b)          Termination.
All rights and obligations of the Company hereunder other than pursuant to Sections 5, 7 and 10 hereof shall terminate on the date
on which no Registrable Securities are outstanding.


 


(c)          Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only
upon the prior written consent of the Company, a Majority-in-Interest and any Holder that would be materially and disproportionately
affected by such an amendment or waiver. The failure of any party to enforce any of the provisions of this Agreement shall in no
way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.


 


(d)          Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the initial Holders hereunder
may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities
by the Stockholders to any Person as was permitted under the Founders’ Agreement (a "Permitted Assignment",
and such Person, a "Permitted Assignee") (subject to any contractual obligation of such Holders to the
contrary); provided that any rights transferred pursuant to this Section 10(d) shall apply only in respect to the Registrable
Securities transferred by such Holder and not in respect of any other securities that the Permitted Assignee may hold or acquire.
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties and their
respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate
the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have
received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by
the provisions of this Agreement. This Agreement is not intended to confer any rights or benefits on any Persons that are not party
hereto other than as expressly set forth in Section 7 and this Section 10(d). Notwithstanding anything herein to
the contrary, in the case of an assignment of any rights hereunder by an initial Holder, each such assignment shall identify how
many unused Long-Form Registrations rights and Short-Form Registration Rights are being assigned (if any). For the avoidance of
doubt, in no event shall the Company be required to effect any registrations in excess of the limitations set forth in Section
1(c) herein.


 




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(e)          Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


(f)          Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each Party to this Agreement and delivered to the other Party,
it being understood that all Parties need not sign the same counterpart. Signatures delivered by electronic methods shall have
the same effect as signatures delivered in person.


 


(g)          Descriptive
Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this
Agreement.


 


(h)          Governing
Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of New York
applicable to parties residing in New York, without regard applicable principles of conflicts of law. Each of the Parties to this
agreement consents and agrees that any action to enforce this Agreement or any dispute, whether such dispute arises in law or equity,
arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Southern
District of New York and the Parties hereto consent and agree to submit to the exclusive jurisdiction of such court. Each of the
Parties to this Agreement waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law,
any claim that (i) such Party and such Party’s property is immune from any legal process issued by such court or (ii) any
litigation or other proceeding commenced in such court is brought in an inconvenient forum. The Parties agree that process may
be served upon it in any manner authorized by law. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES
THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(h).


 


(i)          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (i) upon receipt if delivered
personally; (ii) three (3) Business Days after being mailed by registered or certified mail, postage prepaid, return receipt requested;
(iii) one (1) Business Day after it is sent by commercial overnight courier service; or (iv) upon transmission if sent via facsimile
or electronic mail to the Parties to this Agreement at, in the case of the Stockholders, the addresses set forth in Schedule A
attached hereto, or, in the case of the Company, at 7 Rue du Gabian, Gildo Pastor Center, Monaco 98000, facsimile:__________, electronic
mail:___________ (or at such other address for a Party as shall be specified upon like notice).


 




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(j)          Rules
of Construction. The Parties agree that they have each been represented by counsel during the negotiation, preparation and
execution of this Agreement (or, if executed following the date hereof by counterpart, have been provided with an opportunity to
review the Agreement with counsel) and, therefore, waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.


 


(k)          Interpretation.
This Agreement shall be construed in accordance with the following rules: (i) the terms defined in this Agreement include the plural
as well as the singular; (ii) all references in the Agreement to designated “Sections” and other subdivisions are to
the designated sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter shall include,
as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; and
(v) the words “includes” and “including” are not limiting.


 


[Remainder of page intentionally left
blank. Signature Pages Follow.]


 




    - 17 -


     


    

 


IN WITNESS WHEREOF,
the Parties have executed this Registration Rights Agreement on the date first above written.


 


	 	COMPANY:
	 	 
	 	Goodbulk, Ltd.
	 	 	 
	 	By:	               
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	STOCKHOLDERS:
	 	 
	 	Brentwood Shipping & Trading Inc.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	LCP GBA, LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	CVI Ocean Transportation, Inc.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	CVI Ocean Transportation II, Inc.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	CVI AV Lux Securities Sarl
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


Registration Rights Agreement


 




     


     


    

 


	 	CarVal GCF Lux Securities Sarl
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


Registration Rights Agreement


 







     


     


    

 


Schedule A


 


Brentwood Shipping & Trading Inc.


 


LCP GBA, LLC


 


CVI Ocean Transportation, Inc.


 


CVI Ocean
Transportation II, Inc.


 


CVI AV Lux
Securities Sarl


 


CarVal GCF Lux Securities Sarl