Shareholders Agreement

Exhibit 10.19

regarding Nordic Bulk Ventures Holding Company Ltd., Bermuda

between and among

ST Shipping and Transport Pte. Ltd.

and

Bulk Fleet Bermuda Holding Company Limited

Dated 29 November 2013

Index:

1	Definitions	3
2	Structure and Initial Funding of the Company	7
3	Objectives, Business and Future Funding of the Company	8
4	Management of the Company	12
5	Reserved Policy Matters	12
6	Management of the Vessels and of the Company	15
7	Dividend Policy	17
8	Information, Accounts, and Audit	17
9	Non-Assignability	18
10	Not a Partnership and No Restrictions	18
11	Duration	19
12	Sale of Shares, Change of Control and Termination	19
13	Deadlock	23
14	Agreement to Override the Articles	26
15	Notices	26
16	Announcements and Circulars	27
17	Loss of Vessel	28
18	Consequential Loss	28
19	Entire Agreement	28
20	Disputes	29
21	Governing Law and Dispute Resolution	29
22	Counterparts	30

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement") is made on 29 November 2013 by and between:

(1)

ST Shipping and Transport Pte. Ltd. of 0 Xxxxxxx Xxxxxx, #00-00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000 ("STST"); and

(2)

Bulk Fleet Bermuda Holding Company Limited of Third Floor, Par La Ville Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxxxxx, XX00, Xxxxxxx ("XXX"),

Each of STST and BFB may be referred to herein individually as a "Shareholder" or "Party" and jointly as the "Shareholders" or "Parties".

RECITALS

A. STST and BFB each own fifty percent (50%) percent of the issued and outstanding shares of Nordic Bulk Ventures Holding Company Ltd., a company limited by shares that was duly formed and is validly existing pursuant to the laws of Bermuda (the "Company").

RECITALS

WHEREAS, the Parties wish to set forth in this Agreement the details of the purpose, business, capitalization, organization and management of the Company.

AGREEMENT

NOW THEREFORE, in exchange for the mutual premises and consideration set forth herein, the sufficiency and receipt of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Definitions

1.1

Subject to Clause 1.2. herein, in this Agreement:

Administrative Directors has the meaning given in clause 4.1.

Affiliate means, in relation to any person, any person which directly or indirectly controls, is controlled by, or is controlled by the same person as, such entity; in relation to individuals, an Affiliate shall also include the spouse and offsprings of that individual and any entities controlled directly or indirectly by such persons. For purposes of this Agreement, Glencore International AG ("Glencore"), Glencore International plc and Glencore Xstrata plc are Affiliates of STST; and NBC, Bulk Partners (Bermuda) Ltd. and Phoenix Bulk Management Bermuda Ltd. are Affiliates of BFB.

Annual Budget means the annual budget of the Company and its Subsidiaries.

BFB means Bulk Fleet Bermuda Holding Company Limited of Third Floor, Par La Ville Place, 14 Xxx Xx Xxxxx Xxxx, Xxxxxxxx, XX00, Xxxxxxx.

Business Day means a day, other than a Saturday or a Sunday, when banks are open for business in New York, United States of America and Zug, Switzerland.

Change of Control means with respect to:

(a)

BFB:

(i)

an event that results in any Person(s) other than Bulk Partners (Bermuda) Ltd., directly or indirectly owning securities or voting power in BFB or otherwise being in a position to exercise Control over BFB; or

(ii)

an event that results in any Person(s) other than Xxxxxx Xxxx, Xxxxxxx Xxxxx and Cartesian Bulk being in a position to exercise Control over Bulk Partners (Bermuda) Ltd.;

(b)

STST:

(i)

an event that results in any Person(s) other than Glencore or Glencore Xstrata plc directly or indirectly owning securities or voting power in STST or otherwise being in a position to exercise Control over STST.

Commercial Management Agreement has the meaning given in clause 6.1.

Company means Nordic Bulk Ventures Holding Company Ltd. of Third Floor, Par La Ville Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxxxxx, XX00, Xxxxxxx.

Company Management Agreement has the meaning given in clause 6.3.

Control, Controls and Controlled means (a) ownership of at least fifty percent (50%) of the voting rights of a Person, (b) the power to direct or cause the direction of the management and policies of a Person, or (c) the power to appoint a majority (or more) of the board of directors of a Person.

Deadlock has the meaning given in clause 13.1.

Deadlock Notice has the meaning given in clause 13.1.

Deadlock Offer has the meaning given in clause 13.2.

Deadlock Offer Period has the meaning given in clause 13.2.

Deadlock Price has the meaning given in clause 13.2.

Defaulting Party has the meaning given in clause 12.7.

Due Date has the meaning given in clause 3.7.

Encumbrance means any mortgage, pledge, lien, encumbrance, charge, option, usufruct, right to acquire, right of pre-emption, assignment, hypothecation or other third party security interest, including title retention arrangements or restrictions of transfer and any agreement, arrangement or obligation to create any of the foregoing.

Financing Agreement has the meaning given in clause 3.7.

Financial Indebtedness means, with respect to any person, all indebtedness of such person including without limitation:

(i)

for or in consideration of borrowed money or arising out of any credit facility or financial accommodation; or

(ii)

for the deferred purchase price of assets or services (other than trade payables arising in the ordinary course of business); or

(iii)

arising under any lease which would be capitalised on the balance sheet of the lessee in accordance with IFRS (prepared on a consistent basis) or which is otherwise in substance a financing lease; or

(iv)

arising in respect of any debenture, bond, note, loan stock or other security, any acceptance or documentary credit or any receivables sold or discounted other than on a non-recourse basis; or

(v)

arising under any other obligation or transaction which, in accordance with IFRS (prepared on a consistent basis), has the commercial effect of borrowing.

Glencore means Glencore International AG of Xxxxxxxxxxxxxxxxx 0, 0000 Xxxx, Xxxxxxxxxxx.

Government Authority means any central, provincial, state, municipal, county or regional governmental or quasi-governmental instrumentality, and includes any ministry, department, commission, bureau, board, administrative or other agency or regulatory body or instrumentality thereof.

Guarantee Payment has the meaning given in clause 3.7.

Guaranteeing Shareholder Party has the meaning given in clause 3.7.

Indemnifying Party has the meaning given in clause 3.7.

NBC means Nordic Bulk Carriers A/S of Tuborg Xxxxxxxx 00, XX-0000, Xxxxxxx.

Negotiation Period has the meaning given in clause 13.2.

Net Asset Value has the meaning given in clause 12.4.

Notice to Offer has the meaning given in clause 12.7.

Offer Period has the meaning given in clause 12.4.

Offeree has the meaning given in clause 12.4.

Optional Suspensive Condition has the meaning given in clause 12.4.

Person means a natural person, a corporation, a partnership, a trust, a business trust, a joint stock company, an unincorporated association, any Government Authority, and any other legal entity, including similar entities.

Recipient has the meaning given in clause 13.2.

Recipient Acceptance has the meaning given in clause 13.2.

Recipient Purchase Price has the meaning given in clause 13.2.

Receipt Date has the meaning given in clause 12.4.

Sale Price has the meaning given in clause 12.4.

Sale Shares and Loans has the meaning given in clause 12.4.

Server has the meaning given in clause 13.2.

Shareholder Loans means the zero-interest subordinated shareholder loans provided by the Shareholders to the Company from time to time, as referred to in clause 3.

STST means ST Shipping and Transport Pte. Ltd. of 0 Xxxxxxx Xxxxxx, #00-00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000.

Subsidiary means each subsidiary of the Company, and may be referred to jointly as Subsidiaries.

Vessel means each vessel owned by the Company and/or its Subsidiaries.

Structure and Initial Funding of the Company

2.1

Promptly after the date hereof, the Parties shall jointly own the Company on a 50/50 basis, and the Parties agree that the Company shall be operated in a manner consistent with the objectives and principles hereafter set forth in this Agreement.

2.2

On the date hereof, the Company has a fully issued and paid-up share capital of USD 10,000 divided into 10,000 ordinary shares of USD 1.00 each, which are held by BFB.

2.3

Promptly after the date of this Agreement being signed by the Parties and the payment of USD 3,000,000.00 by STST to the Company pursuant to clause 3.2, BFB shall arrange for the transfer of 50% of the ordinary shares in the Company to STST, resulting in the ordinary shares of the Company being held as follows:

-	STST	5,000 ordinary shares

-	BFB	5,000 ordinary shares

2.4

The Parties agree that the costs and expenses incurred on or from the date hereof, and to be incurred, in connection with the administration of the Company and its Subsidiaries shall, wherever practicable, be kept to a minimum. Consequently, the Parties agree that they shall use all commercially reasonable endeavours to maintain the structure of the Company in as simple a manner as possible, and the procedures in connection with the administration of the Company and its Subsidiaries shall be maintained so as to maximize the efficient and expeditious operation of the Company and its Subsidiaries.

2.5

Each Party hereby undertakes to the other Party to exercise the rights attaching to its shares in the Company and to procure that the persons nominated by any of them as directors of the Company shall exercise their powers in that capacity as such, so as to cause the business of the Company to be carried on in the manner contemplated by this Agreement.

2.6

The Parties agree that, unless otherwise mutually agreed in writing by all of the Parties, the Company shall not issue any shares other than ordinary shares.

Objectives, Business and Future Funding of the Company

3.1

The Parties agree that the primary business objectives and purposes of the Company shall be to buy, charter and sell the Vessels, and always in accordance to clause 3 hereof.

3.2

Promptly after the date hereof, each Party shall provide USD 3,000,000.00 of zero-interest subordinated loans to the Company ("Shareholder Loans"), or USD 6,000,000.00 in total, in order to provide initial working capital for the Company.

3.3

Any further funding requirements of the Company and its Subsidiaries shall be shared by the Parties on a pro rata basis in accordance with each of the Parties' then outstanding percentage ownership of ordinary shares as at the date of such funding, provided that all Parties agree in accordance with Clause 5.1.(t) herein. The Parties shall agree from time to time the amount and timing of any funding requirements of the Company, and whether each funding shall take the form of (a) a subscription for additional ordinary shares to be issued by the Company, (b) additional Shareholder Loans to the Company, or (c) such other form as may be agreed by the Parties.

3.4

Notwithstanding any other provisions in this Agreement, if:

(a)

a default under a debt agreement of the Company and/or a Subsidiary has occurred or is reasonably expected to occur in the immediate future (other than a Shareholder Loan) and the Company and/or a Subsidiary requires additional funding in order to cure that default; or

(b)

additional funds are needed by the Company and/or a Subsidiary for the sole purpose of paying the operating expenses of the Vessels (including drydock expenses) as previously approved by the Parties in accordance with the Annual Budget

each Shareholder shall be required to, and shall, advance additional funds as Shareholder Loans to the Company to cure that default, the amount of which shall be equal to the product of (i) such amount required to cure such default, and (ii) such Shareholder’s then outstanding shareholding percentage at the time such additional funds are required to be paid.

3.5

Unless agreed in writing by the Company and all of the Shareholders, identical terms and conditions (other than name, date, and amount) shall apply to the Shareholder Loans provided by each of the Shareholders to the Company from time to time, including, without limitation, rate of interest, payment terms in respect of principal and interest, maturity date, covenants and undertakings, events of default, or otherwise.

3.6

To the extent a Party does not fund within the time set forth in the relevant notice the full amount of its pro rata share of any agreed funding amount as set forth in clauses 3.3 and 3.4, then each Party agrees that any such failure to fund shall constitute a substantial breach of such Party's obligations under this Agreement for purposes of clause 12.7 hereof.

3.7

Except as expressly set forth herein, no Party shall be obliged to give any guarantee for the Company’s or any of its Subsidiaries’ obligations. Notwithstanding the foregoing, if:

(a)

a Party (including each of its direct or indirect parent companies, in the case of STST, Glencore and Glencore Xstrata plc, and in the case of BFB, Bulk Partners (Bermuda) Ltd., is bound by any guarantee due and owing to any third party for the obligations of the Company and/or its Subsidiaries (each, a "Guaranteeing Shareholder Party"); and

(b)

that Guaranteeing Shareholder Party is at any date (even after that Guaranteeing Shareholder Party has ceased to hold any shares) (the "Due Date") obliged to pay any amount to the third party creditor in terms of such guarantee (each, a "Guarantee Payment"),

then the other Party (including its direct or indirect parent companies, in the case of STST, Glencore and and Glencore Xstrata plc; and in the case of BFB, Bulk Partners (Bermuda) Ltd. (the "Indemnifying Party") at the Due Date shall unconditionally and irrevocably indemnify each Guaranteeing Shareholder Party against such Guarantee Payment in an amount equal to (i) the product of (x) its pro rata shareholding percentage as at the Due Date multiplied by (y) the amount of the Guarantee Payment, minus (ii) any partial payments actually made by such Indemnifying Party on or prior to such Due Date. For the avoidance of doubt, but subject to the terms of any loan agreement, guarantee agreement or similar agreement or document in respect of the Company or a Subsidiary (each, a "Financing Agreement") to which such Party is a party as at the Due Date, the shareholding percentage of a Party shall be 0 (zero) if that Party ceases to hold shares prior to the Due Date.

3.8

To the extent that an Indemnifying Party (and its direct or indirect parent companies set forth in clause 3.7(a), as applicable) is unable to indemnify the Guaranteeing Shareholder Party (or its direct or indirect parent companies as set forth in clause 3.7(a), as applicable) in accordance with clause 3.7, and otherwise within 30 days after written demand for payment from the Guaranteeing Shareholder Party, then such Guaranteeing Shareholder Party shall be entitled to exercise one or more of the following remedies, either individually or cumulatively, at its option:

(a)

the Guaranteeing Shareholder Party shall be entitled to purchase all of the shares and Shareholder Loans of the Company owned or controlled by the Indemnifying Party, by way of offset against the value of the Indemnifying Party's unpaid obligation to the Guaranteeing Shareholder Party arising pursuant to clause 3.7, calculated at a price equal to 80% of the Net Asset Value (as defined in clause 12.4) of the shares and Shareholder Loans of the Company owned or controlled by the Indemnifying Party, it being understood and agreed that if the Guaranteeing Shareholder Party exercises this option, (i) to the extent that the amount equal to 80% of the Net Asset Value of the shares and Shareholder Loans of the Company owned or controlled by the Indemnifying Party exceeds the value of the Indemnifying Party's unpaid obligation to the Guaranteeing Shareholder Party arising pursuant to clause 3.7, it shall pay any such excess amounts to the Indemnifying Party, or (ii) to the extent that the value of the Indemnifying Party's unpaid obligation to the Guaranteeing Shareholder Party arising pursuant to clause 3.7 exceeds the amount equal to 80% of the Net Asset Value of the shares and Shareholder Loans of the Company owned or controlled by the Indemnifying Party, it may seek to collect the deficiency from the Indemnifying Party;

(b)

the Guaranteeing Shareholder Party shall, subject to and to the extent permitted by the terms of any Financing Agreement to which the Guaranteeing Shareholder Party is a party, be subrogated to the rights of any third party financial institution that has provided loans to the Company or a Subsidiary pursuant to one or more facility agreement/s; and/or

(c)

the Guaranteeing Shareholder Party shall be entitled to exercise any and all other rights and remedies available to it under this Agreement, any other agreement to which it and the Indemnifying Party is a party, and/or applicable law.

3.9

The Company and its Subsidiaries shall obtain and maintain all necessary and customary insurance policies in respect of the Vessels and its business, including, without limitation, any and all insurance policies as may be required by the terms of any Financing Agreement entered into with any third party financial institution.

Management of the Company

4.1

The board of directors of the Company currently comprises 3 (three) directors (the "Administrative Directors") each of whom is associated with the administration services provider for the Company in Bermuda.

The Company shall discharge promptly after the signing of this Agreement the 3 (three) Administrative Directors, and each of STST and BFB shall be entitled to appoint 2 (two) nominees to the Board, such that the board of directors of the Company shall then consist of up to 4 (four) directors. Each Party may replace either or both of its nominees to the Board at any time. At the request of a Party, the chairman shall, on an alternating annual basis, be either a BFB-designated nominee or a STST-designated nominee, with such chairman initially to be selected by the requesting Party from its own respective nominees.

4.2

Meetings of the board of directors of the Company shall be held at least once per quarter, and more frequently in the discretion of the board of directors of the Company at a time and place mutually agreed by the board of directors. The attendance of one nominee of each Party will be required for a quorum.

4.3

The day-to-day business affairs of the Company shall be managed in accordance with Clause 6.3 herein.

4.4

The provisions of this Clause 4 shall apply mutatis mutandis to each of the Subsidiaries.

Reserved Policy Matters

5.1

The Parties agree that none of the following matters shall be undertaken by the Company or its Subsidiaries after the date hereof, except by the prior written agreement of the Parties, each acting for itself and not as a fiduciary to the other Party:

(a)

the creation or issuance of any shares or the grant or agreement to grant any option over any shares of the Company or a Subsidiary and/or the issue of any obligations convertible or exercisable into any such shares;

(b)

any re-organisation of the share capital of the Company or a Subsidiary;

(c)

the alteration, amendment or modification of the memorandum of association and/or the by-laws, in each case in respect of the Company or a Subsidiary;

(d)

the declaration or payment of any dividend or distribution in respect of the shares or shareholder loans of the Company or a Subsidiary;

(e)

the sale, transfer or contribution of any property or assets either by a Party to the Company or a Subsidiary, or to a Party by the Company or a Subsidiary, including, without limitation, any Affiliates or subsidiaries of such Party, and the terms and conditions thereof;

(f)

the sale or Encumbrance by the Company of shares in a Subsidiary;

(g)

the sale or purchase of, the grant of a purchase option to a third party over, the exercise of an option to purchase, or the grant of any mortgage, charge or Encumbrance over, any Vessel or any other asset or property of the Company or a Subsidiary or of any interest therein;

(h)

the chartering-in of any vessel for a period exceeding six (6) months by the Company or a Subsidiary;

(i)

the chartering–out of any Vessel for a period exceeding six (6) months by the Company or a Subsidiary;

(j)

the giving of any guarantee or indemnity by the Company or a Subsidiary or by a Party on behalf of the Company or a Subsidiary;

(k)

the formation or acquisition of any new subsidiary or affiliate of the Company or a Subsidiary;

(l)

the acquisition by the Company or a Subsidiary of any shares of any other company or the participation by the Company or a Subsidiary in any partnership or joint venture;

(m)

the incurrence of any Financial Indebtedness by the Company or a Subsidiary from any third party;

(n)

the lending of any monies by the Company or a Subsidiary (otherwise than by way of deposit with a bank), including the lending of any monies by the Company to a Subsidiary or by one Subsidiary to another Subsidiary;

(o)

the disposal of any property or assets of the Company or a Subsidiary;

(p)

the consolidation, amalgamation or merger of the Company or a Subsidiary with any other company, entity, or person, or the split or spin-off of any Company or Subsidiary section;

(q)

the appointment of the auditors of the Company or a Subsidiary;

(r)

any transaction between the Company and/or a Subsidiary and a Party or any subsidiary or Affiliate of such Party;

(s)

the alteration, amendment or modification of any of the agreements referred to in clause 6 hereof (for the avoidance of doubt, excluding, pursuant to clause 6.5, where there has been a material default under a management agreement and a Party has requested the other Party to cooperate in removing the defaulting manager);

(t)

the amount and timing of any additional funding requirements of the Company as per clause 3.3 hereof (for the avoidance of doubt, excluding additional funding requirements which are mandatory pursuant to clause 3.4);

(u)

the execution of any shipbuilding contracts by the Company and/or any of its Subsidiaries;

(v)

any change in the business objectives of the Company;

(w)

any change in the tax classification of the Company and/or any of its Subsidiaries;

(x)

any action that affects the right of any Shareholder to appoint a board member;

(y)

the approval of the Annual Budget (including any amendment thereof);

(z)

liquidation or winding up of the Company and/or any of its Subsidiaries;

(aa)

listing on any stock exchange of the Company and/or any of its Subsidiaries;

(bb)

hiring, firing, or compensation of any employees; and

(cc)

the initiation or settlement of any litigation by or against the Company or any of its Subsidiaries exceeding USD fifty thousand (USD 50,000.00).

Management of the Vessels and of the Company

6.1

The commercial employment of the Vessels owned by the Company and/or its Subsidiaries shall be entrusted to Nordic Bulk Carriers A/S ("NBC"), pursuant to an agreement substantially in the form attached hereto as Appendix 1, subject to any alterations agreed from time to time between the Company and/or Subsidiaries and all the Parties, (the “Commercial Management Agreement”).

6.2

The technical management of any Vessels owned by the Company and/or its Subsidiaries shall be entrusted to Seamar Management S.A., pursuant to an agreement substantially in the form attached hereto as Appendix 2, subject to any alterations agreed from time to time between the Company and/or Subsidiaries and all the Parties.

6.3

The day-to-day management of the Company's and Subsidiaries’ business affairs and the accounting and preparation of periodic financial statements for the Company and Subsidiaries shall be entrusted to Phoenix Bulk Management Bermuda Ltd., as administrative manager, pursuant to an agreement substantially in the form attached hereto as Appendix 3, subject to any alterations agreed from time to time between the Company and/or Subsidiaries and all the Parties, (the “Company Management Agreement”).

6.4

It is understood that the commercial management (clause 6.1), technical management (clause 6.2) and day-to-day management (clause 6.3) is not an exclusive right or agreement for any one of the Parties and shall be assigned to and/or delegated as per agreement of the Parties.

6.5

The commercial management, technical management and administrative management of all the Vessels ultimately owned by the Company will remain with the companies as provided above in clauses 6.1, 6.2 and 6.3, respectively. The terms of such management will be subject to the “arms-length interaction” limitation and the Parties approval set forth above and will be fully disclosed in an “open-book” fashion. Any divergence from recommended maintenance schedules and generally accepted standards will require the consent of the Parties. The Parties will receive copies of all vetting reports, class surveys etc upon their issuance. The Parties shall procure, whether by instructing the companies referred to in clauses 6.1, 6.2 and 6.3 or otherwise, that the Company and all of its Subsidiaries and affiliates maintain insurance of an appropriate level and quality. Non-performance of the management services shall trigger a material default under the respective management agreement. In such an event any Party may request the other Party to cooperate in removing the the defaulting managers (namely the companies referred in clauses 6.1, 6.2 and/or 6.3 as the case may be).

6.6

Each Party will have the right to nominate its representative with the technical manager of the ships with full access to all aspects of management information on operations, special surveys, dry dockings, crewing, insurance, repairs and maintenance, etc., but without interfering with the operations of the technical manager.

6.7

The Company may enter into agreements with the Company’s Subsidiaries or affiliates, the Parties or their Affiliates, or any of their respective directors or officers only if (a) the commercial terms of such agreements are on an “arms length” basis (b) such terms are disclosed in advance to each Party and (c) each Party affirmatively approve such an agreement.

Dividend Policy

7.1

Subject to clause 7.2, it shall be the policy of the Company and the Subsidiaries to pay regular dividends, provided that the amount and timing of any dividends shall be determined by the board of directors of the Company.

7.2

Notwithstanding clause 7.1, each payment of a dividend by the Company or a Subsidiary shall be subject to the following limitations:

(a)

the terms and conditions contained in any Financing Agreement entered into by and between the Company and/or a Subsidiary and its lenders (if applicable); and

(b)

prudent and conservative business principles.

Information, Accounts, and Audit

8.1

The accounting reference date of the Company and each Subsidiary shall be December 31 of each year.

8.2

The audited accounts of the Company and each Subsidiary shall be prepared in accordance with U.S. GAAP.

8.3

Each Party will have access to all information of the Company (and any subsidiary thereof) and may conduct the following, without limitation: (a) review of detailed draft annual budgets and projections, submitted at least one month before the beginning of each financial year; (b) review of detailed unaudited financial statements and full detailed management information submitted on a quarterly basis; (c) review of detailed annual audited financial statements, prepared by a reputable accounting firm according to IFRS or GAAP within 120 days from the end of each financial year; (d) review of such other information that such Party requests to review; and (e) discuss the performance and operations of the Company and its subsidiaries with the management of NBC, the administrative manager and the technical manager on a quarterly basis.

Non-Assignability

9.1

Each Party hereby undertakes with the other Party that during the continuance of this Agreement it shall not without the prior written consent of the other Party mortgage, charge or otherwise encumber the whole or any part of its shares or Shareholder Loans in the Company or assign or otherwise purport to deal with the beneficial interest therein or any right relating thereto separate from the legal ownership of such shares, except in accordance with the terms and conditions of any Financing Agreement entered into between the Company and/or a Subsidiary and its third party lenders (if applicable).

9.2

No Party may without the prior written consent of the Party assign any of its rights or obligations under this Agreement which is personal to the Parties.

Not a Partnership and No Restrictions

10.1

Nothing in this Agreement shall create a partnership or establish a relationship of principal and agent or any other relationship of a similar nature between or among the Parties.

10.2

The entering into of this Agreement does not imply any restrictions on the other business activities of either Party. For instance, each of the Parties shall (alone or together with any other of the Parties or any third party) be free to purchase and operate vessels which may compete with the Vessel(s). Similarly, each of the Parties is free to undertake on behalf of itself or third parties the technical or commercial management of such vessels.

Duration

11.1

This Agreement shall come into force immediately upon its execution.

11.2

This Agreement shall thereafter continue until terminated in accordance with the provisions of clause 12 or until it is expressly superseded by any amended shareholders agreement in respect of the Company.

Sale of Shares, Change of Control and Termination

12.1

Unless otherwise agreed in writing by all of the Parties, the Parties shall not sell, place encumbrances over, transfer or otherwise dispose of, grant any options over, issue any debt which is convertible into equity in or list on any stock exchange, any right, title or interest in the ordinary shares or Shareholder Loans of the Company except in accordance with the provisions of this clause 12.

12.2

Unless otherwise agreed in writing by all of the Parties, if a Change of Control occurs in relation to any Party to this Agreement, such Party (the "Defaulting Party") shall be deemed to be in substantial breach of its obligations hereunder, and, pursuant to clause 12.7, the non-defaulting Party shall be entitled to serve a Notice to Offer on the Defaulting Party requiring such Defaulting Party to offer all of its shares and Shareholder Loans in the Company to the non-defaulting Party due to a substantial breach of such Defaulting Party’s obligations hereunder (which breach remains unremedied for a period of 15 (fifteen) days from the date of any notice in writing requiring such breach to be remedied).

12.3

Unless otherwise agreed, each Party can only sell all of their shares and Shareholder Loans in the Company in a single transaction. Each Party may only sell all of its shares in the Company if in one and the same transaction it also sells, transfers or otherwise assigns its Shareholder Loans in the Company. The sale shall be effected as set forth in this clause 12.

12.4

In the event that a Party wishes to sell all of its shares and Shareholder Loans in the Company, it shall be obliged to offer in writing such shares and Shareholder Loans (the "Sale Shares and Loans") to the other Party (the "Offeree ") at a price equal to the Net Asset Value of the Sale Shares and Loans (the "Sale Price").

The offer shall:

(a)

be irrevocable and open for acceptance by the Offeree as at the date of receipt of the offer by the Offeree ("Receipt Date"), for a period beginning on the Receipt Date and ending five (5) Business Days after the earlier of (a) the date that the Parties reach an agreement on the price of the Sale Shares and Loans pursuant to this clause 12.4 or (b) the date of issuance of the auditors' opinion referred to in this clause 12.4 ("Offer Period");

(b)

be subject to the condition that the Offeree must accept all (and not part only) of the Sale Shares and Loans; and

(c)

be subject to the condition that the sale of the Sale Shares and Loans by the offering shareholder to the Offeree will not trigger an event of default under a Financing Agreement,

At the option of the offering shareholder, the offer may be subject to the suspensive condition that the offering shareholder and its direct or indirect parent companies are released with immediate effect from any guarantees and indemnities that the offering shareholder and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties (the “Optional Suspensive Condition”).

(a)

The term "Net Asset Value" shall be (a) such price as may be mutually agreed between the Parties, or (b) failing agreement between the Parties, such price as the auditors of the Company acting as experts (and not as arbitrators) shall certify to be in their opinion the net asset value of the Sale Shares and Loans based on the then outstanding assets and liabilities (excluding Shareholder Loans) of the Company and its Subsidiaries on a consolidated basis, calculated as soon as practically possible and based on US GAAP accounting principles and practices, provided that (i) the auditors shall be required to base their opinion on the average of 3 (three) independent shipbrokers' valuations of the Vessels owned by the Company and its Subsidiaries at the time of valuation, such valuation to be done without physical inspection of the Vessels on the basis of willing seller/willing buyer and including the value of any charterparty entered into by the Company and/or its Subsidiaries relating to the Vessels, and (ii) all costs incurred in connection with the obtaining of the auditors' opinion and the shipbrokers' valuations shall be borne by the offering shareholder.

12.5

If (a) the Offeree accepts the entire offer in respect of the Sale Shares and Loans prior to the end of the Offer Period and (b) the offer is not subject to the Optional Suspensive Condition, the Sale Price shall be paid for in cash by such Offeree to the offering shareholder (against receipt of the un-encumbered Sale Shares and Loans) within 60 (sixty) days of the expiry of the Offer Period, and the Offeree shall, subject to compliance to the terms of any Financing Agreement in effect at the relevant time, (i) use commercially reasonable efforts to (a) ensure that the offering shareholder and its direct or indirect parent companies are released with immediate effect from any guarantees and indemnities that the offering shareholder and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties, and (b) obtain all necessary consents in respect of same, and (ii) ensure that if BFB is the offering shareholder, the Commercial Management Agreement and the Company Management Agreement shall be terminated with immediate effect. The offering shareholder shall, upon the request of the other Party and without further consideration, perform all actions in a reasonable and timely manner which are required to effect the contract terminations in accordance with sub-clauses (i) and (ii). If the Offeree is unable to procure that the offering shareholder and its direct or indirect parent companies are released with immediate effect from any guarantees and indemnities that the offering shareholder and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties, then the remaining Shareholder and its respective direct or indirect parent companies (as outlined in clause 3.7 for the Parties as of the date hereof) shall unconditionally and irrevocably indemnify the offering Shareholder for any amounts it or its direct or indirect parent companies pay in relation to any guarantees or indemnities that the offering shareholder or its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries.

12.6

If (a) the Offeree accept the entire offer in respect of the Sale Shares and Loans prior to the end of the Offer Period, (b) the offer is subject to the Optional Suspensive Condition, and (c) the Offeree has procured that the offering shareholder and its direct or indirect parent companies are released with immediate effect from any guarantees and indemnities that the offering shareholder and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties, the Sale Price shall be paid for in cash by the Offeree to the offering shareholder (against receipt of the un-encumbered Sale Shares and Loans) within 60 (sixty) days of the expiry of the Offer Period, and the Offeree shall ensure that if BFB is the offering shareholder, the Commercial Management Agreement and the Company Management Agreement shall be terminated with immediate effect. The offering shareholder shall, upon the request of the other Party and without further consideration, perform all actions in a reasonable and timely manner which are required to effect such contract terminations.

12.7

In the event that a Party or such Party’s Affiliates shall be in substantial breach of its obligations hereunder, including, for the avoidance of doubt, the occurrence of a Change of Control in relation to a Party or in respect of the Commercial Management Agreement or the Company Management Agreement (which breach remains unremedied for a period of 15 (fifteen) days from the date of any notice in writing requiring such breach to be remedied), the non-defaulting Party shall be entitled to serve a notice in writing on the Party who has defaulted or whose affiliate has defaulted (the "Defaulting Party") requiring such Defaulting Party to offer its shares and Shareholder Loans in the Company to the non-defaulting Party at a price equivalent to eighty percent (80%) of their Net Asset Value (as defined in clause 12.4) but otherwise on the terms and conditions set out in clause 12 (the "Notice to Offer"). If the Defaulting Party fails for any reason whatsoever to offer its shares and Shareholder Loans in the Company in the manner described above, the Defaulting Party shall be deemed to have given such offer to the non-defaulting Party on the expiration of 15 (fifteen) days from the receipt of the written Notice to Offer from the non-defaulting Party referred to above.

Deadlock

	13.1	In this Agreement, "Deadlock" means a situation in which:

(a)

any matter has been proposed by a Party to the other Party which constitutes a Reserved Policy Matter, and at the expiry of 15 days after such Reserved Policy Matter is proposed, it has not been approved in accordance herewith or withdrawn; and

(b)

a Party has given notice to the other Party within 20 days following the end of the period referred to in subparagraph (a) above informing the other Party that it wishes to implement the Deadlock procedure and specifying the matter giving rise to the Deadlock situation (a "Deadlock Notice").

13.2

Following delivery of a Deadlock Notice:

(a)

the Parties shall, within 10 Business Days following the delivery of the Deadlock Notice, meet to discuss the Deadlock in good faith in an effort to reach agreement on the matter giving rise to the Deadlock within a further 10 Business Days (the "Negotiation Period");

(b)

if no agreement is reached during the Negotiation Period, then at any time during the 180 (one hundred and eighty) day period after the expiry of the Negotiation Period, a Party (the "Server") shall be entitled, but shall not be obliged, to deliver a written offer (the "Deadlock Offer") on the other Party (the "Recipient") setting out a price at which the Server is willing either to sell all, but not part, of the Company’s shares and Shareholder Loans held by the Server, or to buy all, but not part, of the Company’s shares and Shareholder Loans held by the Recipient (the "Deadlock Price"), accompanied by (a) a banker’s guarantee, standby letter of credit or other form of proof of available funds for such offer and (b) reasonable written proof that the Server can procure the release of any guarantees and indemnities that the Recipient and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties, to the extent that the Recipient chooses to sell its shares and Shareholder Loans to the Server. So long as that Deadlock Offer is not revoked, any Deadlock Offer subsequently served by the Recipient on the Server shall be deemed null and void. At any time within 15 (fifteen) days of the service of the Deadlock Offer (the "Deadlock Offer Period"), the Recipient must by written notice either:

(i)

sell all, and not part only, of the Company’s shares and Shareholder Loans held by the Recipient at the Deadlock Price, and on such reasonable terms and conditions as determined by the Recipient and set out in the Recipient’s notice letter (the "Recipient Acceptance"), including that the Server shall procure the release of any guarantees and indemnities that the Recipient and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties; or

(ii)

purchase all, and not part only, of the Company’s shares and Shareholder Loans held by the Server at the Deadlock Price, and on such terms and conditions as set out in the Recipient’s notice letter which shall be accompanied by (a) a banker’s guarantee, standby letter of credit or other form of proof of available funds for such offer and (b) reasonable written proof that the Recipient can procure the release of any guarantees and indemnities that the Server and its direct or indirect parent companies have provided to any third parties in respect of the obligations of the Company and its Subsidiaries to third parties, each reasonably acceptable to the Server (the "Recipient Purchase Right");

(c)

in the case of a Recipient Acceptance, the Server shall, within 15 (fifteen) days after such notice from the Recipient served on the Server, (i) purchase the Company’s shares and Shareholder Loans held by the Recipient and shall pay the Recipient an amount equal to the Deadlock Price (for the avoidance of doubt, the transfer of the shares and Shareholder Loans will not close until all of the relevant contract terminations in sub-clauses (ii) and (iii) below have been completed in full), (ii) (a) ensure that the Recipient and its direct or indirect parent companies are released from any guarantees and indemnities that the Recipient and its direct or indirect parent companies have provided to third parties in respect of the obligations of the Company and its Subsidiaries, and (b) obtain all necessary consents in respect of same, and (iii) ensure that, if BFB is the selling shareholder, the Commercial Management Agreement and the Company Management Agreement shall be terminated with immediate effect. The Recipient shall, upon the request of the Server and without further consideration, perform all actions in a reasonable and timely manner which are required to effect the contract terminations in accordance with sub-clauses (ii) and (iii) above; and

(d)

in the case of a Recipient Purchase Right, the Recipient shall, within 15 (fifteen) days after such notice from the Recipient served on the Server, (i) purchase the Company’s shares held by the Server and shall pay the Server an amount equal to the Deadlock Price (for the avoidance of doubt, the transfer of the shares and Shareholder Loans will not close until all of the relevant contract terminations in sub-clauses (ii) and (iii) below have been completed in full), (ii) (a) ensure that the Server and its direct or indirect parent companies are released from any guarantees and indemnities that the Server and its direct or indirect parent companies have provided to financial institutions in respect of the Company’s third party debt obligations, and (b) obtain all necessary consents in respect of same, and (iii) ensure that, if BFB is the selling shareholder, the Commercial Management Agreement and the Company Management Agreement shall be terminated with immediate effect. The Server shall, upon the request of the Recipient and without further consideration, perform all actions in a reasonable and timely manner which are required to effect the contract terminations in accordance with sub-clauses (ii) and (iii).

Agreement to Override the Articles

14.1

In so far as any provision of this Agreement shall conflict or be inconsistent with any of the provisions of the by-laws of the Company or a Subsidiary, the provisions of this Agreement shall prevail over such by-laws, and the Parties shall (on the request of any of them) procure that such by-laws are amended to accord with the provisions of this Agreement.

Notices

15.1

Any notice or other document to be given under this Agreement shall be in writing and shall be deemed duly given if sent by email followed by recorded delivery post to the respective addresses shown below. Any such notice shall be deemed to be served at the time when the same is delivered to the office of the party to be served or on the third business day following the day of posting.

15.2

The contact details of BFB are as follows:

Bulk Fleet Bermuda Holding Company Limited
Third Floor, Par La Ville Place
00 Xxx Xx Xxxxx Xxxx

Xxxxxxxx, XX00
Xxxxxxx

Xxxxxxxxx: Company Secretary
Telephone: x0(0) 000-000-0000

Fax: x0(0) 000-000-0000
Email: xxxxxxxx@xxxxxxxxxxxx.xx

The contact details of STST are as follows:

ST Shipping and Transport Pte. Ltd
Xxxxxxxx Xxxxx #00-00
0 Xxxxxxx Xxxxxx
Xxxxxxxxx 00000

Attention: Coal Freight Department
Telephone: x00 0000 0000

Fax: x00 0000 0000

Email: xxxxx.xxxx@xxxxxxxxxx.xxx,

xxxx.xxxxxxxxxxx@xxxxxxxx.xxx

with a copy to:

Glencore International AG
Xxxxxxxxxxxxxxxxx 0
XX-0000 Xxxx
Xxxxxxxxxxx

Attention: Coal Department
Telephone: x00 00 000 0000

Fax: x00 00 000 0000
Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxx;

xxxxxxx.xxxxx@xxxxxxxx.xxx; xxxxx.xxxx@xxxxxxxx.xxx

Announcements and Circulars

16.1

The Parties agree to keep the subject matter of this Agreement strictly private and confidential and, accordingly, no press or other announcement shall be made in connection with the subject matter of this Agreement by any Party without the prior written approval of the other Party. For the avoidance of doubt, NBC shall be entitled to market the Vessels as within their fleet but without mentioning the Parties.

Loss of Vessel

17.1

If a Vessel owned by the Company or a Subsidiary becomes an actual or contructive total loss, then the insurance proceeds in respect of that total loss paid to the Company or a Subsidiary shall be applied in or towards repayment of any outstanding indebtedness to the lender (if a financing or loan is in place) attributable to the Vessel that is the subject of the total loss.

17.2

Any debts remaining in the Company or a Subsidiary after attributing the insurance proceeds as per clause 17.1 hereof shall be repaid by the Parties in proportion to their then outstanding shareholding percentages in the Company.

17.3

Any surplus remaining following the application of the insurance proceeds as contemplated in clause 17.1 shall be distributed to the Parties in proportion to their shareholding in case of termination of the Company in accordance with clause 12, or reinvested in the Company in such manner as the Parties may agree.

Consequential Loss

No Party shall, in any circumstances be liable to the other Party for any special, indirect or consequential loss, including any loss of profit, loss of revenue, loss of use or loss of contract arising out of a breach of any of the terms of this Agreement, including without limitation any breach of any representation or warranty contained in this Agreement.

Entire Agreement and Amendments

This Agreement sets forth the entire agreement and understanding among the Parties in relation to the Company, and no Party has relied on any warranty or representation of the other Party except as expressly stated or referred to in this Agreement. This Agreement (and for the avoidance of doubt, this Clause 19 as well) may only be modified, amended or changed in any respect with the agreement of all Parties, in writing and duly signed.

Disputes

Without prejudice to clause 21, the Parties agree that they will endeavour to settle any disputes between them during open and friendly negotiations, taking into account the business interests of all Parties.

Governing Law and Dispute Resolution

21.1

This Agreement and all contractual and/or non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

21.2

The Parties irrevocably agree that the High Court of London located in London is to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and the documents to be entered into pursuant to it. The Parties irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

21.3

Each of the Parties hereby irrevocably and unconditionally appoints the person indicated in clause 21.4 to act as its agent to accept service of process in England in relation to all matters arising out of this Agreement. Without limitation, upon any other available means of service of process of any kind, any writ, judgement or other notice of legal process shall be sufficiently served on a Party hereto if delivered to such agent. If the appointment of an agent appointed by a Party for the purpose of this clause 21.3 shall cease for any reason, the relevant Party shall promptly appoint another such agent and notify the other Party of such appointment providing that any agent appointed hereunder shall be a company incorporated in England or a law firm authorised to practise in England.

21.4

For the purposes of Clause 21.3:

(a)	BFB appoints:	MFB Solicitors
		Fishmongers' Xxxxxxxx
		1 Fishmongers' Hall Wharf

	Xxxxxx XX0X 0XX
	Attn: Mr. Xxxxxx Xxxxxx
	Tel: x00 (0) 000 000 0000
	Fax: x00 (0) 000 000 0000

(b)	STST appoints:	Glencore UK Ltd
		00 Xxxxxxxx Xxxxxx
		Xxxxxx X0X 0XX
		Xxxxxxx

	Attn: Legal Department
	Tel: x00 00 000 0000
	Fax: x00 00 000 0000

Counterparts

This Agreement may be signed in counterparts, and all such counterparts taken together shall constitute one integrated Agreement.

(remainder of page intentionally left blank)

IN WITNESS WHEREOF this Agreement has been executed and delivered by a duly authorized representative of each of the Parties on the day and year first above written.

SHAREHOLDERS OF THE COMPANY

ST SHIPPING AND TRANSPORT PTE. LTD.

Signed by

____________________

for and on behalf of

ST Shipping and Transport Pte. Ltd.

BULK FLEET BERMUDA HOLDING COMPANY LIMITED

Signed by

_____________________, director

for and on behalf of

Bulk Fleet Bermuda Holding Company Limited

ACKNOWLEDGED AND AGREED (FOR THE PURPOSES OF THE CLAUSES MENTIONED BELOW) AS

OF THIS 29^th DAY OF NOVEMBER, 2013:

BULK PARTNERS (BERMUDA) LIMITED (for the purposes of Clauses 1.1, 3.7, 3.8, 12.7 and 16.1)

Signed by

___________________, director

for and on behalf of

Bulk Partners (Bermuda) Limited

GLENCORE INTERNATIONAL AG (for the purposes of Clauses 1.1, 3.7, 3.8, 12.7 and 16.1)

Signed by

___________________

for and on behalf of

Glencore International AG

____________________

for and on behalf of

Glencore International AG

GLENCORE XSTRATA PLC (for the purposes of Clauses 1.1, 3.7, 3.8, 12.7 and 16.1)

Signed by

___________________

for and on behalf of

Glencore Xstrata plc

____________________

for and on behalf of

Glencore Xxxxxxx xxx

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Shareholders Agreement

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