HOLDERS THEREOF.
(B)
THE COMPANY SHALL PROMPTLY NOTIFY THE RIGHTS AGENT IN WRITING UPON
THE OCCURRENCE OF THE DISTRIBUTION DATE AND, IF SUCH NOTIFICATION IS GIVEN
ORALLY, THE COMPANY SHALL CONFIRM THE SAME IN WRITING ON OR PRIOR TO THE
BUSINESS DAY NEXT FOLLOWING.
UNTIL SUCH NOTICE IS RECEIVED BY THE RIGHTS AGENT,
THE RIGHTS AGENT MAY PRESUME CONCLUSIVELY FOR ALL PURPOSES THAT THE DISTRIBUTION
DATE HAS NOT OCCURRED.
(C)
ON THE DATE HEREOF OR AS SOON AS PRACTICABLE THEREAFTER, THE
COMPANY WILL SEND A COPY OF THE SUMMARY OF RIGHTS BY FIRST-CLASS,
POSTAGE-PREPAID MAIL, TO EACH RECORD HOLDER OF SHARES OF VOTING STOCK AS OF THE
CLOSE OF BUSINESS ON THE DATE HEREOF, AT THE ADDRESS OF SUCH HOLDER SHOWN ON THE
RECORDS OF THE COMPANY'S TRANSFER AGENT AND REGISTRAR.
WITH RESPECT TO
CERTIFICATES FOR SHARES OF VOTING STOCK OUTSTANDING AS OF THE DATE HEREOF, UNTIL
THE DISTRIBUTION DATE, THE RIGHTS WILL BE EVIDENCED BY SUCH CERTIFICATES
REGISTERED IN THE NAMES OF THE HOLDERS THEREOF TOGETHER WITH THE SUMMARY OF
RIGHTS.
UNTIL THE EARLIER OF (I) THE DISTRIBUTION DATE OR (II) THE EXPIRATION
DATE), THE SURRENDER FOR TRANSFER OF ANY CERTIFICATE FOR SHARES OF VOTING STOCK
OUTSTANDING ON THE DATE HEREOF, WITH OR WITHOUT A COPY OF THE SUMMARY OF RIGHTS,
SHALL ALSO CONSTITUTE THE TRANSFER OF THE RIGHTS ASSOCIATED WITH THE SHARES OF
VOTING STOCK REPRESENTED THEREBY.
7
(D)
UNLESS THE BOARD BY RESOLUTION ADOPTED AT OR BEFORE THE TIME OF
THE ISSUANCE OF ANY SHARES OF VOTING STOCK SPECIFIES TO THE CONTRARY, RIGHTS
SHALL BE ISSUED IN RESPECT OF ALL SHARES OF VOTING STOCK THAT ARE ISSUED AFTER
THE DATE HEREOF BUT PRIOR TO THE EARLIER OF THE DISTRIBUTION DATE OR THE
EXPIRATION DATE OR, IN CERTAIN CIRCUMSTANCES PROVIDED IN SECTION 22 HEREOF,
AFTER THE DISTRIBUTION DATE.
CERTIFICATES REPRESENTING SUCH SHARES OF VOTING
STOCK SHALL ALSO BE DEEMED TO BE CERTIFICATES FOR RIGHTS, AND SHALL BEAR
SUBSTANTIALLY THE FOLLOWING LEGEND:
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN A SHAREHOLDERS RIGHTS AGREEMENT BETWEEN BALTIC TRADING LIMITED
AND MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF MARCH 5, 2010
(THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
BALTIC TRADING LIMITED.
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE.
BALTIC TRADING LIMITED WILL MAIL TO
THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE
AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.
UNDER CERTAIN CIRCUMSTANCES SET
FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS,
WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON
BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT