REGISTERED OR QUALIFIED FOR
RESALE UNDER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO
SUCH REGISTRATION OR QUALIFICATION THEREUNDER OR AN EXEMPTION THEREFROM.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation hereby represents and warrants to the Purchaser as follows:
(B)
THE CORPORATION HAS THE LEGAL CAPACITY, POWER AND AUTHORITY TO ENTER
INTO AND PERFORM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE CORPORATION WILL NOT VIOLATE
ANY OTHER MATERIAL AGREEMENT TO WHICH THE CORPORATION IS A PARTY.
THIS
AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY THE
CORPORATION AND CONSTITUTES A VALID AND BINDING AGREEMENT OF THE PURCHASER,
ENFORCEABLE AGAINST THE CORPORATION IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT
SUCH ENFORCEABILITY (I) MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM OR
OTHER SIMILAR LAWS AFFECTING OR RELATING TO ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND (II) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
(B)
THE INITIAL SHARES HAVE BEEN DULY AUTHORIZED AND, UPON ISSUANCE,
WILL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE.
ARTICLE V
MISCELLANEOUS
SECTION 5.1.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CHOICE OF LAW PROVISIONS.
SECTION 5.2.
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY
RIGHT, REMEDY, OBLIGATION OR LIABILITY ARISING HEREUNDER SHALL BE ASSIGNABLE BY
EITHER THE CORPORATION OR PURCHASER WITHOUT THE OTHER'S PRIOR WRITTEN CONSENT,
EXCEPT THAT PURCHASER (OR ANY SUCCESSOR ASSIGNEE) MAY ASSIGN ANY OR ALL OF THE
FOREGOING IN WHOLE OR IN PART TO ONE OR MORE OF ITS AFFILIATES.
SECTION 5.3.
BINDING EFFECT.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING UPON AND ACCRUE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS.
SECTION 5.4.
SECTION AND OTHER HEADINGS; INTERPRETATION.
THE SECTION AND OTHER HEADINGS HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, DO
NOT CONSTITUTE PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT OR
OTHERWISE AFFECT ANY OF THE PROVISIONS HEREOF.
SECTION 5.5.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO
BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
AGREEMENT.
SECTION 5.6.
ENTIRE AGREEMENT; WAIVER, AMENDMENT.
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS,
UNDERSTANDINGS OR UNDERTAKINGS, WRITTEN OR ORAL.
NEITHER THIS AGREEMENT NOR ANY
PROVISION HEREOF SHALL BE WAIVED, AMENDED, MODIFIED, CHANGED, DISCHARGED OR
TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING, SIGNED BY THE PARTY AGAINST WHOM
ANY WAIVER, AMENDMENT, MODIFICATION, CHANGE, DISCHARGE OR TERMINATION IS SOUGHT.
[Signature page follows.]
4
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
BALTIC TRADING LIMITED
By:
/s/ John C. Wobensmith
Name:
John C. Wobensmith
Title:
President and Chief Financial Officer
GENCO INVESTMENTS LLC
By:
/s/