Form of Scorpio Bulkers Inc. % Senior Notes due 2019 UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
Contract Type FiledSeptember 4th, 2014 Company Industry JurisdictionScorpio Bulkers Inc., a Marshall Islands corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named on Schedule II hereto for whom you are acting as Representatives (the “Representatives”), $ aggregate principal amount of its % Senior Notes due 2019 (the “Firm Securities”), to be issued pursuant to the provisions of an Indenture dated as of September , 2014 (the “Base Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of the Initial Closing Date (as defined herein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the Underwriters not more than an additional $ aggregate principal amount of its % Senior Notes due 2019 (the “Additional Securities”), if and to the extent the Representatives shall have elected to exercise, on behalf of the Underwriters,