NORDIC BULK VENTURES HOLDING COMPANY LTD. STOCK PURCHASE AGREEMENT DTD. JANUARY 23, 2017 ADDENDUM

NORDIC BULK VENTURES HOLDING COMPANY LTD.

STOCK PURCHASE AGREEMENT DTD. JANUARY 23, 2017

ADDENDUM

This Addendum to the Stock Purchase Agreement dated the 23^rd day of January, 2017 (the “Agreement”) is made and entered into as a deed this 10^th day of February, 2017 (the “Addendum”), by and between Bulk Fleet Bermuda Holding Company Ltd., a Bermuda company with its registered address located at 0xx Xxxxx, Xxx xx Xxxxx Xxxxx, Par la Ville Road, Xxxxxxxx HM08 Bermuda ( “BFB” or “Buyer”); ST Shipping and Transport Pte. Ltd., a Singapore company with its registered address located at 0 Xxxxxxx Xxxxxx, #00-00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000 (“STST” or “Seller”), and; Nordic Bulk Ventures Holding Company Ltd., a Bermuda company with its registered address located at 0xx Xxxxx, Xxx xx Xxxxx Xxxxx, Par la Ville Road, Xxxxxxxx HM08 Bermuda (the “Company”, and together with the Buyer and Seller, the “Parties”).

IT IS HERBY AGREED by and between the Parties:

1. Clause 2 of the Agreement is amended by adding the following as Clause 2f:

“f.    The Seller at its sole discretion may accept that the payments as provided for in Clauses 2(c) and 2(e) can be remitted by the Buyers through the Company’s bank account, it being understood that the Buyers hold the beneficial interest in the funds so remitted, and provided that:

(i)The Buyer shall be and remain the prime obligor in respect of all obligations under the Agreement including but not limited to the obligation by the Buyer to make full and punctual payments to Seller;

(ii) If the Company fails to effect the payments in accordance with Clauses 2(c) and 2(e), then the Buyer upon Seller’s first demand shall promptly, but in no event later than within three business days upon Seller’s respective notice, effect such payment which shall meet all requirements pursuant to Clauses 2(c) and 2(e).

(iii) The Buyer shall be and remain responsible for all cost and expenses incurred by Seller in connection with any delay or failure of the Company to arrange for the payment in accordance with Clauses 2(c) and 2(e).”

2.All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, this Addendum has been executed as a deed and delivered as of the date written above.

Seller:

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EXECUTED AS A DEED by ST SHIPPING AND TRANSPORT PTE. LTD.

By:     /s/ R. Dumpleton        /s/ X. Xxxx            

Name: R. Dumpleton            X. Xxxx

Title: Director            Director

Buyer:

EXECUTED AS A DEED by BULK FLEET BERMUDA HOLDING COMPANY LIMITED

By:     /s/ Xxxxxxx Xxxxx            

Name: Xxxxxxx Xxxxx

Title:     Director

Company:

EXECUTED AS A DEED by NORDIC BULK VENTURES HOLDING COMPANY LTD.

By:     /s/ Xxxxxx X.X. Xxxxx                    

Name: Xxxxxx X.X. Xxxxx

Title:     Director

Consenting Parties:

ACKNOWLEDGED AND AGREED:

EXECUTED AS A DEED by BULK PARTNERS (BERMUDA) LTD.

By:     /s/ Xxxxxx X.X. Xxxxx                    

Name: Xxxxxx X.X. Xxxxx

Title:     Director

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EXECUTED AS A DEED by NORDIC BULK CARRIERS A/S

By: /s/ Mads Xxxx Xxxxxxxx                    

Name: Mads Xxxx Xxxxxxxx

Title:    Director

EXECUTED AS A DEED by GLENCORE PLC (formerly GLENCORE XSTRATA PLC)

By:     /s/ Xxxx Xxxxxx                    

Name: Xxxx Xxxxxx

Title:    Company Secretary

EXECUTED AS A DEED by GLENCORE INTERNATIONAL AG

By: /s/ Xxxxxxx Xxxxxxx        Xxxxx Xxxxxxxx    

Name: Xxxxxxx Xxxxxxx        Xxxxx Xxxxxxxx

Title: Director            Officer

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