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BALTIC TRADING S-1 Filing

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                                                      As filed with the Securities and Exchange Commission on February 24, 2010

                                                                                                                                                  Registration Statement No. 333-162456




                                               SECURITIES AND EXCHANGE COMMISSION
                                                                                  Washington, D.C. 20549




                                                                                 Amendment No. 5
                                                                                      to
                                                                                    FORM S-1
                                                                     REGISTRATION STATEMENT
                                                                              UNDER
                                                                     THE SECURITIES ACT OF 1933




                                                                        Baltic Trading Limited
                                                                     (Exact name of registrant as specified in its charter)

            Republic of the Marshall Islands                                                4412                                                        98-0637837
               (State or other jurisdiction of                                 (Primary Standard Industrial                                          (I.R.S. Employer
              incorporation or organization)                                   Classification Code Number)                                          Identification No.)

                  Baltic Trading Limited                                                                                                         John C. Wobensmith
               299 Park Avenue, 20th Floor                                                                                                              President
                New York, New York 10171                                                                                                        Baltic Trading Limited
                       (646) 443-8550                                                                                                        299 Park Avenue, 20th Floor
              (Address, including zip code, and                                                                                              New York, New York 10171
         telephone number, including area code, of                                                                                                   (646) 443-8550
          Registrant's principal executive offices)                                                                                        (Name, address, including zip code,
                                                                                                                                            and telephone number, including
                                                                                                                                             area code, of agent for service)
                                                                                        Copies to:
         Kramer Levin Naftalis & Frankel LLP                                                                                                Morgan, Lewis & Bockius LLP
          Attention: Thomas E. Molner, Esq.                                                                                                Attention: Stephen P. Farrell, Esq.
             1177 Avenue of the Americas                                                                                                           101 Park Avenue
              New York, New York 10036                                                                                                        New York, New York 10178
           (212) 715-9100 (telephone number)                                                                                               (212) 309-6000 (telephone number)
           (212) 715-8000 (facsimile number)                                                                                               (212) 309-6001 (facsimile number)




                                                          Approximate date of commencement of proposed sale to the public:
                                                      As soon as practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following
box: 

       If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. 
       If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

       If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer                               Accelerated filer                             Non-accelerated filer                                      Smaller reporting company 
                                                                                                          (Do not check if a
                                                                                                     smaller reporting company)


                                                                CALCULATION OF REGISTRATION FEE



                              Title of Each Class of                                               Proposed Maximum Aggregate
                            Securities to be Registered                                                  Offering Price (2)(3)                          Amount of Registration Fee (4)(5)

Common Stock, $0.01 par value (1)                                                                           $299,920,000                                             $17,819

Common Stock Purchase Rights (4)(6)                                                                               —                                                     —



(1)

          In accordance with Rule 457(o) of the Securities Act, the number of shares of Common Stock being registered and the proposed maximum offering price per share are not included
          in this table.

(2)

          Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(3)

          Includes Common Stock that may be sold pursuant to the underwriters' over-allotment option.

(4)

          Each share of our Common Stock will include one right, or a Common Stock Purchase Right, that entitles the holder to purchase from us a unit consisting of one tenth of one share
          of Common Stock at a purchase price of $100 per share, subject to specified adjustments. See "Description of Capital Stock—Shareholder Rights Plan" for further details. Since the
          Common Stock Purchase Rights trade together with the Common Stock, the registration fee for the Common Stock also covers the Common Stock Purchase Rights.

(5)

          Includes $12,834 previously paid.

(6)

          Rights initially will trade together with the Common Stock. The value attributable to the rights, if any, will be reflected in the market price of the Common Stock.

       The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS (Subject to Completion)
Issued February 24, 2010

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and we are not soliciting offers to
buy these securities in any jurisdiction where the offer or sale is not permitted.




                                                   Baltic Trading Limited
                                                          16,300,000 Shares
                                                          COMMON STOCK




Baltic Trading Limited is offering 16,300,000 shares of its Common Stock. This is our initial public offering and no public market exists for
our shares. We anticipate that the initial public offering price will be between $    and $         per share.




We have applied to have our Common Stock listed on the New York Stock Exchange under the symbol "BALT."




Investing in our Common Stock involves risks. Please read "Risk Factors" beginning on page 9.




                                                          PRICE $         A SHARE




                                                                                           Underwriting
                                                                       Price to            Discounts and         Proceeds to
                                                                       Public              Commissions            Company
              Per Share                                            $                   $                     $
              Total                                                $                   $                     $

Baltic Trading Limited has granted the underwriters the right to purchase up to an additional 2,445,000 shares of Common Stock to cover
over-allotments.
Following this offering, we will have two classes of stock outstanding, Common Stock and Class B Stock. The rights of the holders of shares of
Common Stock and Class B Stock are identical, except with respect to voting and conversion. Each share of Common Stock is entitled to one
vote per share. Each share of Class B Stock is entitled to 15 votes per share and is convertible at any time at the election of the holder into one
share of Common Stock. If holders of a majority of the Class B stock so elect, the aggregate voting power of the Class B Stock will be limited to
a maximum of 49% of the voting power of our outstanding Common Stock and Class B Stock, voting together as a single class.




Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                   , 2010.

MORGAN STANLEY                                                                                      DAHLMAN ROSE & COMPANY
JEFFERIES & COMPANY
                                                        LAZARD CAPITAL MARKETS
                                                                                                                            DNB NOR MARKETS

                 , 2010
                                                           TABLE OF CONTENTS

                                                                                                                              Page
              Summary                                                                                                             1
              Risk Factors                                                                                                        9
              Forward-Looking Statements                                                                                         35
              Use of Proceeds                                                                                                    37
              Capitalization                                                                                                     38
              Dilution                                                                                                           39
              Our Dividend Policy and Restrictions on Dividends                                                                  40
              Selected Financial Data                                                                                            42
              Management's Discussion and Analysis of Financial Condition and Results of Operations                              43
              Quantitative and Qualitative Disclosures About Market Risk                                                         51
              The International Drybulk Shipping Industry                                                                        52
              Business                                                                                                           76
              Management                                                                                                         91
              Our Manager and Management Agreement                                                                               98
              Certain Relationships and Related-Party Transactions                                                              102
              Security Ownership of Certain Beneficial Owners and Management                                                    105
              Description of Capital Stock                                                                                      106
              Certain Marshall Islands Company Considerations                                                                   114
              Shares Eligible for Future Sale                                                                                   117
              Tax Considerations                                                                                                119
              Underwriting                                                                                                      126
              Legal Matters                                                                                                     130
              Experts                                                                                                           130
              Where You Can Find More Information                                                                               130
              Drybulk Shipping Industry Data                                                                                    131
              Glossary of Shipping Terms                                                                                        131
              Index to Balance Sheet                                                                                            F-1


     You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have changed since that date.
Table of Contents


                                                                   SUMMARY

      This section summarizes material information that appears later in this prospectus and is qualified in its entirety by the more detailed
information and financial statements included elsewhere in this prospectus. This summary may not contain all of the information that may be
important to you. As an investor or prospective investor, you should carefully review the entire prospectus, including the risk factors and the
more detailed information that appears later.

     Unless we specify otherwise, when used in this prospectus the terms "Baltic Trading Limited," the "Company," "we," "our" and "us" refer
to Baltic Trading Limited. References to "Genco" or "our Manager" are to Genco Shipping & Trading Limited, which will provide to us
commercial, technical, administrative and strategic services.

     For the definition of some of the shipping and other terms used in this prospectus, please see the glossary at the end of this prospectus.
Unless otherwise indicated, all references to "dollars" and "$" in this prospectus are to, and amounts are presented in, U.S. Dollars.

      Except where we or the context otherwise indicate, the information presented in this prospectus assumes (1) an initial public offering
price of $15.00 per share and (2) that the underwriters will not exercise their option to purchase additional shares.

                                                                    Overview

      We are a newly formed New York City-based company incorporated in October 2009 in the Marshall Islands to conduct a shipping
business focused on the drybulk industry spot market. We were formed by Genco Shipping & Trading Limited (NYSE: GNK), a leading
international drybulk shipping company that will also serve as our Manager. We intend to leverage the expertise and reputation of Genco to
pursue growth opportunities in the drybulk shipping spot market. To pursue these opportunities, we plan to acquire and operate a fleet of
drybulk ships that will transport iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. We anticipate
that our initial fleet will consist of four Supramax vessels and two Capesize vessels. We plan to operate all of our vessels in the spot market, on
spot market-related time charters, or in vessel pools trading in the spot market. We expect to finance our fleet primarily with equity capital and
to utilize little to no leverage, and we intend to enter into a revolving credit facility for bridge financing for acquisitions. We aim to grow our
fleet through timely and selective acquisitions of vessels in a manner that is accretive to our earnings and cash flow. At or prior to the closing
of this offering, Genco, through its wholly-owned subsidiary Genco Investments LLC, will make a capital contribution to us of $75 million in
exchange for shares of our Class B Stock. We intend to distribute to our shareholders on a quarterly basis all of our net income less cash
expenditures for capital items related to our fleet, other than vessel acquisitions and related expenses, as further described below under "Our
Dividend Policy and Restrictions on Dividends."

      Our operations will be managed, under the supervision of our board of directors, by Genco as our Manager. Upon the closing of this
offering, we will enter into a long-term management agreement (or the Management Agreement) pursuant to which our Manager and its
affiliates will apply their expertise and experience in the drybulk industry to provide us with commercial, technical, administrative and strategic
services. The Management Agreement will be for an initial term of approximately fifteen years and will automatically renew for additional
five-year periods unless terminated in accordance with its terms. We will pay our Manager fees for the services it provides us as well as
reimburse our Manager for its costs and expenses incurred in providing certain of these services. Please see "Our Manager and Management
Agreement—Management Agreement" for further details of the Management Agreement.

                                                                        1
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                                          Our Relationship with Genco Shipping & Trading Limited

     One of our key strengths is our relationship with Genco, a leading international drybulk shipping company with a market capitalization of
approximately $645.5 million as of February 23, 2010 which will serve as our Manager. Genco has developed strong relationships with major
international charterers, shipbuilders and financial institutions through its seasoned management team. Genco's management team is based in
New York City and includes several executives with extensive experience in the shipping industry, including managing the strategic,
commercial, technical and financial aspects of shipping businesses.

                                                                    Our Fleet

    On February 19, 2010, we entered into agreements with subsidiaries of an unaffiliated third-party seller under which we agreed to
purchase four 2009 built Supramax drybulk vessels for an aggregate price of approximately $140.0 million. In addition, on February 22, 2010,
we entered into agreements with subsidiaries of another unaffiliated third-party seller under which we agreed to purchase two newbuilding
Capesize drybulk vessels for an aggregate price of approximately $144.2 million. We expect the vessels to be delivered between April and
October 2010. The following table sets forth additional information about the vessels we have agreed to purchase:

                                                                    Year                                           Purchase
              Vessel                               DWT(1)           Built          Expected Delivery(3)              Price
                                                                                                                ($ in millions)
              Capesize 1                             177,000          2010 (2)               April 2010                       73.0
              Capesize 2                             177,000          2010 (2)             October 2010                       71.2
              Supramax 1                              53,000          2009                   April 2010                       35.0
              Supramax 2                              53,000          2009                   April 2010                       35.0
              Supramax 3                              53,000          2009                   April 2010                       35.0
              Supramax 4                              53,000          2009                   April 2010                       35.0

              Total                                  566,000                                                                 284.2



              (1)
                       Deadweight tons.

              (2)
                       Newbuilding.

              (3)
                       Future build and delivery dates are estimates based on guidance received from the sellers.

      We anticipate our fleet will be comprised primarily of Capesize, Panamax and Supramax vessels but will evaluate all classes of drybulk
vessels for potential acquisition. We will seek to grow our fleet through timely and selective acquisitions of drybulk vessels. In evaluating
vessel purchases, we plan to acquire modern vessels with high specifications that we believe will provide an attractive return on equity and will
be accretive to earnings and cash flow based on anticipated market rates at the time of purchase. We intend to use most of the proceeds from
this offering to purchase the six vessels comprising our initial fleet.

      We intend to employ our vessels in the spot market, on certain spot market-related time charters or in vessel pools trading in the spot
market. Our goal is to provide shareholders with the opportunity to invest in a company with a strategic focus on the drybulk spot market which
utilizes little to no leverage and seeks to distribute regular dividends based on earnings.

                                                         Foundations of Our Business

    We believe that the experience of our corporate leadership and the principles on which we plan to operate our business noted below will
enhance our ability to compete in the drybulk shipping industry:

     •
            Our U.S.-based Chairman, board of directors, and management have substantial experience in the shipping industry. Peter C.
            Georgiopoulos, the Chairman of our board of directors, is the founder

                                                                            2
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         and Chairman of Genco Shipping & Trading Limited (NYSE: GNK), our parent company and a publicly traded drybulk shipping
         company; the founder and Chairman and former CEO of General Maritime Corp. (NYSE: GMR), a publicly traded supplier of
         international seaborne crude oil transportation services; and the Chairman of Aegean Marine Petroleum Network Inc. (NYSE: ANW)
         a leading marine fuel logistics company. Mr. Georgiopoulos oversaw the growth of Genco from its initial fleet of 16 drybulk vessels
         to 35 drybulk vessels today and the growth of General Maritime from a single-vessel privately owned company to a publicly traded
         owner and operator of 31 tankers today. Our President and Chief Financial Officer, John C. Wobensmith, who is currently our sole
         executive officer as well as the Chief Financial Officer of Genco, has 16 years of experience in the shipping industry, specializing in
         shipping finance and the capital markets. See "Management—Directors and Officers of Baltic Trading Limited" for information on
         the experience of our directors. We expect to identify a commercial chartering manager and possible others to establish our initial
         management team.

    •
           We intend to pursue a strategy of low leverage to build a strong balance sheet. Following this offering we will have no debt. We
           expect to finance future vessel acquisitions primarily through future equity follow-on offerings and internally generated cash flow.
           To provide bridge financing for vessel acquisitions as well as working capital, we intend to enter into a commitment letter for a
           credit facility as described under the caption "Management's Discussion and Analysis of Financial Condition and Results of
           Operations—Liquidity and Capital Resources."

    •
           We intend to maintain an efficient management structure with low operating cost. Genco, our Manager, will provide the
           commercial and technical management of our fleet through a management contract. Genco will apply its experience in successfully
           managing its own fleet to manage the drydocking, budgeting, and sale and purchase of vessels in our fleet. Genco intends to retain
           the commercial management of our fleet in-house, thereby allowing us to benefit from the experience and relationships of its
           management team in the shipping industry. Please read "Our Manager and Management Agreement—Management Agreement."
           We believe our management structure, which will include outsourcing of our technical management to qualified third-party
           independent technical managers under Genco's supervision, can enhance the scalability of our business, allowing us to expand our
           fleet without substantial increases in overhead costs. We also believe we may realize cost benefits based on the combined size of
           Genco's fleet and our fleet from the extensive network of sellers of vessel supplies, crewing companies, insurers, and other service
           providers that Genco and its management team have built over the years.

    •
           We believe we will benefit from Genco's relationships with members of the shipping industry. Genco, our Manager, has
           developed relationships with a number of major international charterers, vessel brokers, financial institutions, shipbuilders, and
           vessel owners. Since its initial public offering in 2005, Genco has chartered its vessels on long-term time charters with a number of
           well-known charterers in the drybulk industry. Genco has also developed a network of relationships with vessel brokers who help
           facilitate vessel charters and acquisitions. Over the last few years, Genco has also had dealings with various shipbuilders
           responsible for the construction of seven drybulk vessels that Genco agreed to acquire. Genco has also established relationships
           with a number of vessel owners who, from time to time, have become an important source for vessel acquisitions. In addition,
           Genco has relationships with banks which provide vessel financing. Genco has executed four credit facilities since its inception to
           finance vessel purchases and has successfully raised equity capital through its initial public offering and two follow-on offerings
           which were underwritten by well-known investment banks.

    •
           We intend to acquire a modern, high-quality fleet of drybulk vessels. Our vessel acquisitions will target modern vessels built in
           shipyards with reputations for constructing high-quality vessels. We believe that owning a modern, high-quality fleet is more
           attractive to charterers, reduces operating costs and fuel consumption and allows our fleet to be more reliable, which improves
           utilization. Where

                                                                      3
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          applicable we will seek to acquire sister ships which will provide further operating efficiencies. Assuming that we can successfully
          implement these principles, we believe we will have a competitive advantage in securing favorable employment of our vessels.

                                                                Business Strategy

      Our strategy is to assemble a profitable fleet of drybulk vessels which is employed in the spot market and to grow our business through
accretive vessel acquisitions. As detailed below, our strategy largely relies on blending certain complementary elements of vessel employment
with a capital structure that supports our operations. For example, we believe that by focusing on the drybulk spot market and seeking to pay
quarterly dividends, we will provide equity investors with the opportunity to gain exposure to the trends of the drybulk industry and will be
attractive to equity investors. We believe that by relying primarily on equity financing, we will be in a better position to withstand the volatility
of the spot market and will have more cash available to pay dividends than if we relied primarily on debt financing. Key elements of our
business strategy include:

     •
            Deploy our vessels in the spot market. We seek to provide shareholders with the opportunity to invest in a company with a
            strategic focus on the drybulk spot market by deploying our vessels on voyage or time charters or in vessel pools that are related to
            the spot market. The spot market is volatile and holds the potential for significant increases or decreases in shipping rates over
            time. Upward movements in spot rates have the potential to increase our revenues, and we will have opportunities to take
            advantage of these upswings by not locking our vessels into long-term, fixed-rate time charters. Conversely, our revenues may
            decline if the spot market does, and we will not benefit from the stabilizing effect of fixed-rate time charters. The spot market may
            be affected by whether the global economy declines or recovers, particularly with respect to economies outside the United States
            such as China and India, which have been the primary drivers of drybulk trade in recent years. Further, while economic health is
            one factor influencing demand, supply of drybulk vessels is also an important factor affecting spot market rates. An undersupply of
            drybulk vessels could lead to higher spot market rates despite weak economic conditions, while an oversupply of drybulk vessels
            could lead to lower spot market rates despite strong economic conditions. Since we expect to generate all of our revenues in U.S.
            dollars, we do not expect the current weakness of the U.S. dollar to affect our revenues; however, as we may incur certain costs in
            other currencies, weakness of the U.S. dollar could affect our business if these costs are significant.

     •
            Return a substantial portion of our cash flow to shareholders through quarterly dividends. We intend to pay quarterly dividends
            to our shareholders approximately equal to our net income minus cash capital expenditures for vessels, other than vessel
            acquisitions and related expenses plus non-cash compensation (see "Our Dividend Policy"). As we intend to primarily finance
            acquisitions through equity financing as well as internally generated cash flow and to maintain low leverage, we expect our cash
            flow to be sufficient to support quarterly dividends. By paying dividends in this manner, our goal is to make our common stock
            more attractive to investors to enhance our ability to conduct equity financings, which we intend to use primarily for our financing
            needs.

     •
            Maintain a strong balance sheet. We believe that primarily using equity to finance our business will strengthen our balance sheet
            to help offset the volatility risk of trading our vessels in the spot market. We also believe that focusing on equity rather than debt
            financing will help us capitalize on opportunities if the spot market improves as well as reduce the impact debt covenant
            restrictions and scheduled debt payments would have on our business if the spot market declines. In our view, this strategy is
            suited to the current global economic downturn, given the ongoing restricted flow of credit, and we intend to pursue this strategy
            whether the global economic downturn persists or abates. However, our use of equity rather than debt financing may result in
            substantial dilution to our shareholders.

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     •
            Strategically expand the size of our fleet. We intend to acquire modern, high-quality drybulk carriers through timely and selective
            acquisitions of vessels in a manner that is accretive to our earnings and cash flow. We currently view Capesize, Panamax and
            Supramax vessel classes as providing attractive return characteristics but will evaluate all classes of drybulk vessels for potential
            acquisition. A key element to our acquisition strategy will be to pursue vessels at attractive valuations relative to the valuation of
            our public equity. In the current market, asset values in the drybulk shipping industry are at cyclically low levels. We believe that
            these circumstances present an opportunity for us to seek to grow our fleet at favorable prices.

     •
            Operate a high-quality fleet. We intend to maintain a modern, high-quality fleet that meets or exceeds stringent industry
            standards and complies with charterer requirements through our technical managers' comprehensive maintenance program. In
            addition, our technical managers will maintain the quality of our vessels by carrying out regular inspections, both while in port and
            at sea.

     •
            Maintain low-cost, highly efficient operations. We expect that, under the Management Agreement we plan to enter into with
            Genco, Genco will coordinate and oversee the technical management of our fleet and will utilize qualified third-party independent
            technical managers. We believe that Genco will be able to do so at a cost to us that would be lower than what could be achieved by
            performing the function in-house. We expect that Genco's management team will actively monitor and control vessel operating
            expenses incurred by the independent technical managers by overseeing their activities.

     •
            Capitalize on our management's experience and reputation. We intend to capitalize on the reputation of the management at
            Genco and our company for high standards of performance, reliability and safety, and maintain strong relationships with major
            international charterers and other owners, many of whom consider the reputation of a vessel owner and operator when entering into
            charters and asset sales. We believe that the track record of Genco's management team will improve our relationships with high
            quality shipowners, charterers and financial institutions, many of which consider reputation to be an indicator of creditworthiness.

                                                              Our Dividend Policy

     We intend to adopt a dividend policy to pay a variable quarterly dividend equal to our Cash Available for Distribution, which represents
net income less cash expenditures for capital items related to our fleet other than vessel acquisitions and related expenses, plus non-cash
compensation, during the previous quarter, subject to any additional reserves our board of directors may from time to time determine are
required for the prudent conduct of our business, taking into account contingent liabilities, the terms of any credit facilities we may enter into,
our other cash needs and the requirements of Marshall Islands law. Dividends will be paid equally on a per-share basis between our Common
Stock and our Class B Stock. Declaration and payment of dividends is at the discretion of our board of directors, and there can be no assurance
that we will not reduce or eliminate our dividend. Please read "Our Dividend Policy and Restrictions on Dividends" and "Risk Factors" for a
more detailed description of the calculation of Cash Available for Distribution and various factors that could reduce or eliminate our ability to
pay dividends.

                                                        Our Arrangements with Genco

      Prior to the closing of this offering, Genco, through its wholly-owned subsidiary Genco Investments LLC, will contribute $75 million to
us as a capital contribution, and we will issue to Genco Investments LLC 5,699,088 shares of our Class B Stock. Simultaneously, Genco
Investments LLC will surrender to us 100 shares of our capital stock that it currently holds under our existing articles of incorporation. Under
the terms of our amended and restated articles of incorporation to be effective prior to the closing of this offering, shares of our Class B Stock
will entitle the holder to 15 votes per share. As a result, we believe that, upon the closing of this offering, Genco will control over 50% of the
combined

                                                                        5
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voting power of our Common Stock and Class B Stock, voting as a single class. However, if holders of a majority of the Class B Stock make
an irrevocable election to do so, our Class B Stock will be limited to an aggregate maximum of 49% of the combined voting power of our
Common Stock and Class B Stock. In addition, pursuant to a subscription agreement to be entered into between us and Genco
Investments LLC at or prior to the consummation of this offering, for so long as Genco directly or indirectly holds at least 10% of the aggregate
number of outstanding shares of our Common Stock and Class B Stock, Genco Investments LLC will be entitled to receive an additional
number of shares of Class B Stock equal to 2% of the number of shares of Common Stock issued after the consummation of this offering,
excluding any shares of Common Stock issuable upon the exercise of the underwriters' over-allotment option in this offering or issued as an
award or issuable upon exercise of an award under our 2010 Equity Incentive Plan. Only Genco, Genco Investments LLC or other entities
controlled by Genco will hold Class B Stock.

     As our Manager, Genco will manage our business pursuant to a long-term Management Agreement, under which it will provide to us
commercial, technical, administrative and strategic services. Commercial services primarily involve vessel chartering. Technical services
primarily include vessel operation, maintenance and crewing. Administrative services primarily include accounting, legal and financial
services. Strategic services primarily include providing advice on acquisitions and dispositions, strategic planning and general management of
our business. We will pay our Manager a fee for these services and reimburse our Manager for the reasonable direct or indirect expenses it
incurs in providing us with administrative and strategic services, including the cost of Manager personnel who perform services for us. We
expect that Genco will provide us with all of our staff. However, our board of directors and our executive officers have the authority to hire
additional staff as they deem necessary.

     We will also enter into agreements with Genco by which (a) Genco will have a right of first refusal with respect to certain business
opportunities that may be attractive to us and vice versa and (b) we will provide to Genco and its affiliates registration rights with respect to
shares of our Common Stock and Class B Stock owned by it or them.

     For further details about our agreements with Genco, please read "Our Manager and Management Agreement—Management Agreement,"
and "Certain Relationships and Related-Party Transactions."


                                                               Our Credit Facility

     We intend to enter into a commitment letter with Nordea Bank Finland plc, acting through its New York branch, for a $100 million senior
secured revolving credit facility in the near future. Under the terms of the commitment letter, the credit facility would have a maturity date of
four years after the date on which definitive documentation for the facility is executed, and borrowings under the facility would bear interest at
LIBOR plus an applicable margin of 3.25% per annum. We intend to use the credit facility primarily for bridge financing for future vessel
acquisitions. In addition, pursuant to the commitment letter, borrowings of up to $25 million under the facility will be available for working
capital purposes. For further details of the credit facility as set forth in the commitment letter, please read "Management's Discussion and
Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

                                                            Corporate Information

      We maintain our principal executive offices at 299 Park Avenue, 20th Floor, New York, NY 10171. Our telephone number at that address
is (646) 443-8550.

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                                                             The Offering

Common Stock offered                                  16,300,000 shares.
                                                      18,745,000 shares if the underwriters exercise their over-allotment option in full.
Shares outstanding upon completion of this offering   16,766,000 shares of Common Stock, including the 16,300,000 shares to be issued in
                                                      this offering (assuming no exercise of the underwriters' over-allotment option) and
                                                      466,000 restricted shares to be issued as incentive compensation to our Chairman and
                                                      our President and Chief Financial Officer under our 2010 Equity Incentive Plan. A
                                                      total of 2,000,000 shares are authorized under this Plan.
                                                      5,699,088 shares of Class B Stock.
Use of proceeds                                       We intend to use the net proceeds of this offering for vessel acquisitions as well as
                                                      for working capital purposes.
Cash dividends                                        We intend to pay a variable cash dividend each quarter on our Common Stock and
                                                      Class B Stock of all our Cash Available for Distribution, subject to the discretion of
                                                      our board of directors. Cash Available for Distribution represents net income less
                                                      cash expenditures for capital items related to our fleet, other than vessel acquisitions
                                                      and related expenses, plus non-cash compensation. There is no guarantee that we will
                                                      pay any dividends on our shares of common stock in any quarter, and our payment of
                                                      dividends will subject to compliance with the laws of the Republic of the Marshall
                                                      Islands and any reserves the board of directors may from time to time determine are
                                                      required.
Common Stock Purchase Rights                          Each share of our Common Stock will include one right, or a Common Stock
                                                      Purchase Right, that entitles the holder to purchase from us a unit consisting of one
                                                      tenth of one share of Common Stock at a purchase price of $100 per share, subject to
                                                      specified adjustments. The rights will be issued pursuant to a rights agreement
                                                      between us and BNY Mellon Shareowner Services, as rights agent. Until a right is
                                                      exercised, the holder of a right will have no rights to vote, receive dividends or any
                                                      other shareholder rights by virtue of its ownership of such right. See "Description of
                                                      Capital Stock—Shareholder Rights Plan" for further details.
Class B Stock                                         Upon the closing of this offering, Genco will own indirectly all of our outstanding
                                                      shares of Class B Stock through a wholly-owned subsidiary. The Class B Stock is not
                                                      being registered in this offering. The principal difference between our Common
                                                      Stock and our Class B Stock is that each share of Class B Stock entitles the holder
                                                      thereof to 15 votes on matters presented to our shareholders, while each share of
                                                      Common Stock entitles the holder thereof to only one vote on such matters. As a
                                                      result, we believe Genco will control over 50% of the combined voting power of our
                                                      Common Stock and Class B Stock upon the closing


                                                                   7
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                                                          of this offering. However, if holders of a majority of the Class B Stock make an
                                                          irrevocable election to do so, the aggregate voting power of the Class B Stock will be
                                                          limited to a maximum of 49% of the voting power of our outstanding Common Stock
                                                          and Class B Stock, voting together as a single class. Holders of shares of Class B
                                                          Stock may elect at any time to have such shares converted into shares of Common
                                                          Stock on a one-for-one basis.
                                                          In addition, upon any transfer of shares of Class B Stock to a holder other than Genco
                                                          or its affiliates or any successor to Genco's business or to all or substantially all of its
                                                          assets, such shares shall automatically convert into shares of Common Stock. All
                                                          such conversions will be effected on a one-for-one basis.
                                                          Pursuant to a subscription agreement to be entered into between us and Genco
                                                          Investments LLC at or prior to the consummation of this offering, Genco
                                                          Investments LLC will be entitled to receive a number of shares of Class B Stock
                                                          equal to 2% of the number of shares of Common Stock issued from time to time after
                                                          the consummation of this offering, excluding any shares of Common Stock issuable
                                                          upon the exercise of the underwriters' over-allotment option in this offering or issued
                                                          as an award or issuable upon exercise of an award under our 2010 Equity Incentive
                                                          Plan. These additional shares would be issued for no additional consideration unless
                                                          insufficient surplus from Genco Investments LLC's $75 million capital contribution
                                                          exists to cover the par value of such additional shares, in which case Genco
                                                          Investment LLC will pay us the par value of such shares.
Tax considerations                                        We believe that under current U.S. federal income tax law, some portion of the
                                                          distributions you receive from us will constitute dividends, and if you are an
                                                          individual citizen or resident of the United States or a U.S. estate or trust and meet
                                                          certain holding period requirements, then such dividends are expected to be taxable
                                                          as "qualified dividend income" subject to a maximum 15% U.S. federal income tax
                                                          rate (currently through 2010). Distributions that are not treated as dividends will be
                                                          treated first as a non-taxable return of capital to the extent of your tax basis in your
                                                          Common Stock and thereafter as capital gain.
NYSE listing                                              We have applied to have our Common Stock listed on the New York Stock Exchange
                                                          under the symbol "BALT."

     Unless we indicate otherwise or the context otherwise requires, all information in this prospectus assumes that the underwriters do not
exercise their over-allotment option.

                                                                 Risk Factors

     Investing in our Common Stock involves substantial risk. You should carefully consider all the information in this prospectus prior to
investing in our Common Stock. In particular, we urge you to consider carefully the factors set forth in the section of this prospectus entitled
"Risk Factors" beginning on page 9.

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                                                                RISK FACTORS

      Any investment in our Common Stock involves a high degree of risk. You should carefully consider the following risk factors together
with all of the other information included in this prospectus when evaluating an investment in our Common Stock. Some of the following risks
relate principally to us and our business and the industry in which we operate. Other risks relate principally to the securities market and
ownership of our shares.

      If any of the following risks actually occurs, our business, financial condition, operating results or cash flows could be materially
adversely affected. In that case, we might not be able to pay dividends on shares of our Common Stock, the trading price of our Common Stock
could decline, and you could lose all or part of your investment.

RISK FACTORS RELATED TO OUR BUSINESS AND OPERATIONS

Industry Specific Risk Factors

The current global economic downturn may negatively impact our business.

     In recent years, operating businesses in the global economy have faced tightening credit, weakening demand for goods and services,
deteriorating international liquidity conditions, and declining markets. At times, lower demand for drybulk cargoes as well as diminished trade
credit available for the delivery of such cargoes have led to decreased demand for drybulk vessels, creating downward pressure on charter rates.
Although vessel values have stabilized over the past few months, general market volatility has resulted from uncertainty about sovereign debt
and fears of countries such as Greece, Portugal and Spain defaulting on their governments' financial obligations. If the current global economic
environment persists or worsens, we may be negatively affected in the following ways:

     •
            We may not be able to employ our vessels at charter rates as favorable to us as historical rates or operate our vessels profitably.

     •
            The market value of our vessels could decrease, which may cause us to recognize losses if any of our vessels are sold or if their
            values are impaired.

    The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations, cash flows, financial
condition and ability to pay dividends.

Charterhire rates for drybulk carriers are volatile and are currently at relatively low levels as compared to recent historical levels and may
further decrease in the future, which may adversely affect our earnings.

     The abrupt and dramatic downturn in the drybulk charter market, from which we will derive the large majority of our revenues, has
severely affected the drybulk shipping industry. The Baltic Dry Index, an index published by The Baltic Exchange of shipping rates for 20 key
drybulk routes, fell 94% from a peak of 11,793 in May 2008 to a low of 663 in December 2008. It subsequently rose to a high o f 4,291 on
June 3, 2009 and then declined to 2,163 as of September 24, 2009. It was 2,714 as of February 19, 2010. There can be no assurance that the
drybulk charter market will recover over the next several months and the market could continue to decline further. These circumstances, which
result from the economic dislocation worldwide and the disruption of the credit markets, have had a number of adverse consequences for
drybulk shipping, including, among other things:

     •
            an absence of financing for vessels;

     •
            no active second-hand market for the sale of vessels;

     •
            extremely low charter rates, particularly for vessels employed in the spot market;

     •
            widespread loan covenant defaults in the drybulk shipping industry; and

     •
declaration of bankruptcy by some operators and shipowners as well as charterers.

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The occurrence of one or more of these events could adversely affect our business, results of operations, cash flows, financial condition and
ability to pay dividends.

We intend to charter all our vessels principally in the spot market and, as a result, we will be exposed to the cyclicality and volatility of the
spot charter market.

     Since we intend to charter all our vessels principally in the spot market, or we may acquire vessels that are subject to existing charters, we
will be exposed to the cyclicality and volatility of the spot charter market, and we will not have long term, fixed rate time charters to ameliorate
the adverse effects of downturns in the spot market. Capesize vessels, which we intend to operate as part of our fleet, have been particularly
susceptible to recent volatility in spot charter rates. We cannot assure you that we will be able to successfully charter our vessels in the future at
rates sufficient to allow us to meet our obligations or to pay dividends to our shareholders. The supply of and demand for shipping capacity
strongly influences freight rates. Because the factors affecting the supply and demand for vessels are outside of our control and are
unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable.

     Factors that influence demand for vessel capacity include:

     •
             demand for and production of drybulk products;

     •
             global and regional economic and political conditions including developments in international trade, fluctuations in industrial and
             agricultural production and armed conflicts;

     •
             the distance drybulk cargo is to be moved by sea;

     •
             environmental and other regulatory developments; and

     •
             changes in seaborne and other transportation patterns.

     The factors that influence the supply of vessel capacity include:

     •
             the number of newbuilding deliveries;

     •
             port and canal congestion;

     •
             the scrapping rate of older vessels;

     •
             vessel casualties; and

     •
             the number of vessels that are out of service, i.e., laid-up, drydocked, awaiting repairs or otherwise not available for hire.

     In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include
newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with
classification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing fleet in the market and
government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These
factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the
nature, timing and degree of changes in industry conditions.

     We anticipate that the future demand for our drybulk carriers will be dependent upon economic growth in the world's economies,
including China and India, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources
and supply of drybulk cargo to be transported by sea. The capacity of the global drybulk carrier fleet seems likely to increase, and we can
provide no assurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could
have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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An oversupply of drybulk carrier capacity may lead to reductions in charterhire rates and profitability.

     The market supply of drybulk carriers has been increasing as a result of the delivery of numerous newbuilding orders over the last few
years. Currently, we believe there is an oversupply of vessels, as evidenced by some carriers letting their ships sit idle rather than operate them
at current rates.

      Newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers
through 2007, 2008, and 2009. An oversupply of drybulk carrier capacity may result in a reduction of charterhire rates, as evidenced by
historically low rates in December 2008. If such a reduction continues, we may only be able to charter our vessels at reduced or unprofitable
rates, or we may not be able to charter these vessels at all. The occurrence of these events could have a material adverse effect on our business,
results of operations, cash flows, financial condition and ability to pay dividends.

The market values of our vessels may decrease, which could adversely affect our operating results, cause us to breach one or more
covenants in any credit facility we may enter into, or limit the total amount we may borrow under such a credit facility.

     If the book value of one of our vessels is impaired due to unfavorable market conditions or a vessel is sold at a price below its book value,
we would incur a loss that could adversely affect our financial results. Also, certain covenants of the credit facility we plan to enter into will
depend on the market value of our fleet, and covenants of any other credit facility we may enter into may also depend on such market value.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for further
details of the covenants our proposed credit facility is expected to contain. If the market value of our fleet declines, we may not be in
compliance with certain provisions of the credit facility, and we may not be able to refinance our debt or obtain additional financing under the
credit facility. The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial
condition and ability to pay dividends.

A further economic slowdown in the Asia Pacific region could have a material adverse effect on our business, financial position and results
of operations.

      A significant number of the port calls we expect our vessels to make will likely involve the loading or discharging of raw materials and
semi-finished products in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country,
and particularly in China or Japan, could have an adverse effect on our business, results of operations, cash flows, financial condition and
ability to pay dividends. In particular, in recent years, China has been one of the world's fastest growing economies in terms of gross domestic
product, especially during 2009, when China was one of the few countries that recorded substantial gross domestic product growth. However,
we cannot assure you that the Chinese economy will not experience a significant contraction in the future. Moreover, a significant or protracted
slowdown in the economies of the United States, the European Union or various Asian countries may adversely affect economic growth in
China and elsewhere. Our business, results of operations, cash flows, financial condition and ability to pay dividends will likely be materially
and adversely affected by an economic downturn in any of these countries.

We will be subject to regulation and liability under environmental and operational safety laws that could require significant expenditures
and affect our cash flows and net income and could subject us to increased liability under applicable law or regulation.

    Our business and the operation of our vessels will be materially affected by government regulation in the form of international
conventions and national, state and local laws and regulations in force in the jurisdictions in which the vessels will operate, as well as in the
countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of
complying with them or their impact on the resale prices or useful lives of our vessels. Additional conventions, laws and

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regulations may be adopted that could limit our ability to do business or increase the cost of our doing business and that may materially
adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. We are required by various
governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and financial assurances with respect to our
operations.

     The operation of our vessels will be affected by the requirements set forth in the United Nations' International Maritime Organization's
International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires shipowners,
ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a
safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing
with emergencies. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may
invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or
detention in, certain ports.

      Although the United States is not a party, many countries have ratified and follow the liability scheme adopted by the IMO and set out in
the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended in 2000, or the CLC, and the Convention for the
Establishment of an International Fund for Oil Pollution of 1971, as amended. Under these conventions, a vessel's registered owner is strictly
liable for pollution damage caused on the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete
defenses.

      Many of the countries that have ratified the CLC have increased the liability limits through a 1992 Protocol to the CLC. The right to limit
liability is also forfeited under the CLC where the spill is caused by the owner's actual fault and, under the 1992 Protocol, where the spill is
caused by the owner's intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance coverage. In
jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the
basis of fault or in a manner similar to the CLC.

      The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and
cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and
possessions or whose vessels operate in U.S. waters. OPA allows for potentially unlimited liability without regard to fault of vessel owners,
operators and bareboat charterers for all containment and clean-up costs and other damages arising from discharges or threatened discharges of
oil from their vessels, including bunkers, in U.S. waters. OPA also expressly permits individual states to impose their own liability regimes
with regard to hazardous materials and oil pollution materials occurring within their boundaries.

      While we will not carry oil as cargo, we may carry bunkers in our drybulk carriers. We plan to maintain, for each of our vessels, pollution
liability coverage insurance of $1 billion per incident. Damages from a catastrophic spill exceeding our insurance coverage could have a
material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

     International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination.
Inspection procedures can result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery and the levying of
customs duties, fines or other penalties against us.

     Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On
November 25, 2002, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of
the MTSA, in July 2003, the U.S. Coast

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Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the
jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or
SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter became effective in July 2004
and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port
Facilities Security Code, or the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. After
July 1, 2004, to trade internationally, a vessel must attain an International Ship Security Certificate from a recognized security organization
approved by the vessel's flag state. For a further description of the various requirements, please see "Business—Environmental and Other
Regulations—Vessel Security Regulations."

      The United States Coast Guard (USCG) has developed the Electronic Notice of Arrival/Departure (e-NOA/D) application to provide the
means of fulfilling the arrival and departure notification requirements of the USCG and Customs and Border Protection (CBP) online. Prior to
September 11, 2001, ships or their agents notified the Marine Safety Office (MSO)/Captain Of The Port (COTP) zone, within 24 hours of the
vessel's arrival via telephone, facsimile (fax), or electronic mail (e-mail). Due to the events of September 11, 2001, the USCG's National Vessel
Movement Center (NVMC)/Ship Arrival Notification System (SANS) was set up as part of the U.S. Department of Homeland Security (DHS)
initiative. Also, as a result of this initiative, the advanced notice time requirement changed from 24 hours' notice to 96 hours' notice (or
24 hours' notice, depending upon normal transit time). The NOAs and/or NODs continue to be submitted via telephone, fax, or e-mail, but are
now to be submitted to the NVMC, where watch personnel entered the information into a central USCG database. Additionally, the National
Security Agency has identified certain countries known for high terrorist activities and if a vessel has either called some of these identified
countries in its previous ports and/or the members of the crew are from any of these identified countries, more stringent security requirements
must be met.

     On June 6, 2005, the Advanced Passenger Information System (APIS) Final Rule became effective (19CFR 4.7b and 4.64). Pursuant to
these regulations, a commercial carrier arriving into or departing from the United States is required to electronically transmit an APIS manifest
to U.S. Customs and Border Protection (CBP) through an approved electronic interchange and programming format. All international
commercial carriers transporting passengers and /or crewmembers must obtain an international carrier bond and place it on file with the CBP
prior to entry or departure from the United States. The minimum bond amount is $50,000.

     It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to
inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of
certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business,
results of operations, cash flows, financial condition and ability to pay dividends.

We plan to operate our vessels worldwide, and as a result, our vessels will be exposed to international risks which could reduce revenue or
increase expenses.

     The international shipping industry is an inherently risky business involving global operations. Our vessels will be at risk of damage or
loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather. All these hazards
can result in death or injury to persons, increased costs, loss of revenues, loss or damage to property (including cargo), environmental damage,
higher insurance rates, damage to our customer relationships, harm to our reputation as a safe and reliable operator and delay or rerouting. In
addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to
time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These sorts of events could interfere with
shipping routes and result in market disruptions which could have a material adverse effect on our business, results of operations, cash flows,
financial condition and ability to pay dividends.

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     If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can
be substantial. We may have to pay drydocking costs that our insurance does not cover in full. In addition, space at drydocking facilities is
sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility
or we may be forced to travel to a drydocking facility that is distant from the relevant vessel's position. The loss of earnings while our vessels
are being repaired and repositioned or from being forced to wait for space or to travel to more distant drydocking facilities, as well as the actual
cost of repairs, could negatively impact our business, results of operations, cash flows, financial condition and ability to pay dividends.

The operation of drybulk carriers has certain unique operational risks which could affect our earnings and cash flow.

     The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its
interaction with the vessel can be an operational risk. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to
water exposure. In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers
(to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to
treatment during unloading procedures may be more susceptible to breach to the sea. Hull breaches in drybulk carriers may lead to the flooding
of the vessels' holds. If a drybulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its
pressure may buckle the vessel's bulkheads, leading to the loss of a vessel. If we are unable to adequately maintain our vessels, we may be
unable to prevent these events. Any of these circumstances or events may have a material adverse effect on our business, results of operations,
cash flows, financial condition and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and
reliable vessel owner and operator.

Acts of piracy on ocean-going vessels could adversely affect our business.

     Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian
Ocean and in the Gulf of Aden off the coast of Somalia. Throughout 2008 and 2009, the frequency of piracy incidents increased significantly,
particularly in the Gulf of Aden off the coast of Somalia. If these piracy attacks result in regions in which our vessels are deployed being
characterized by insurers as "war risk" zones, or Joint War Committee (JWC) "war and strikes" listed areas, premiums payable for such
coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs
which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately
insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an
act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on
our business, results of operations, cash flows, financial condition and ability to pay dividends.

     In response to piracy incidents in 2008 and 2009, particularly in the Gulf of Aden off the coast of Somalia, following consultation with
regulatory authorities, we may station guards on some of our vessels in some instances. While our use of guards is intended to deter and
prevent the hijacking of our vessels, it may also increase our risk of liability for death or injury to persons or damage to personal property.
While we believe we will generally have adequate insurance in place to cover such liability, if we do not, it could adversely impact our
business, results of operations, cash flows, and financial condition.

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Terrorist attacks, such as the attacks on the United States on September 11, 2001, and other acts of violence or war may affect the financial
markets, our vessels, our operations, or our customers and may therefore have an adverse effect on our business, results of operations and
financial condition.

      Terrorist attacks such as the attacks in the United States on September 11, 2001 and the United States' continuing response to these
attacks, the attacks in London on July 7, 2005, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world
financial markets, including the energy markets. The continuing conflict in Iraq may lead to additional acts of terrorism, armed conflict and
civil disturbance around the world, which may contribute to further instability including in the drybulk shipping markets. Terrorist attacks, such
as the attack on the M.T. Limburg in Yemen in October 2002, may also negatively affect our trade patterns or other operations and directly
impact our vessels or our customers. Future terrorist attacks could result in increased volatility of the financial markets in the United States and
globally and could result in an economic recession in the United States or the world. Any of these occurrences, or the perception that drybulk
carriers are potential terrorist targets, could have a material adverse impact on our business, results of operations, cash flows, financial
condition and ability to pay dividends.

Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our net cash flows
and net income.

     The hull and machinery of every commercial vessel must be certified as being "in class" by a classification society authorized by its
country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and
regulations of the country of registry of the vessel and the Safety of Life at Sea Convention.

     A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's machinery may be
placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. We expect our vessels
to be on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be
drydocked every two to three years for inspection of its underwater parts.

      If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports
and will be unemployable, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and
ability to pay dividends.

We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.

      Our success depends in large part on the ability of our Manager, our third-party technical managers, and us to attract and retain highly
skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform
physically demanding work. Competition to attract and retain qualified crew members is intense. If we are not able to increase our rates to
compensate for any crew cost increases, it could have a material adverse effect on our business, results of operations, cash flows, financial
condition and ability to pay dividends. Any inability our Manager, our third-party technical managers, or we experience in the future to hire,
train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business, which could
have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Labor interruptions could disrupt our business.

     We plan for our vessels to be manned by masters, officers and crews that are employed by third parties. If not resolved in a timely and
cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could
have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

     We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband
on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to
the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims
which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period.

     Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a
vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a
vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for
the related off-hire period. In addition, in jurisdictions where the "sister ship" theory of liability applies, a claimant may arrest the vessel which
is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries
with "sister ship" liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own.

Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.

     A government of a vessel's registry could requisition for title or seize our vessels. Requisition for title occurs when a government takes
control of a vessel and becomes the owner. A government could also requisition our vessels for hire. Requisition for hire occurs when a
government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a
period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our business, results
of operations, cash flows, financial condition and ability to pay dividends.

Increases in fuel prices could adversely affect our profits.

     Spot charter arrangements generally provide that the vessel owner or pool operator bear the cost of fuel in the form of bunkers, which is a
significant vessel operating expense. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability,
cash flows and ability to pay dividends. The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control,
including geo-political developments, supply and demand for oil and gas, actions by members of the Organization of the Petroleum Exporting
Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and
environmental concerns and regulations.

     Given that the vessel owner or pool operator bears the cost of fuel under spot charters, the recent volatility in fuel prices is one factor
affecting profitability in the drybulk spot market. To profitably price an individual charter, the vessel owner or pool operator must take into
account the anticipated cost of fuel for the duration of the charter. Changes in the actual price of fuel at the time the charter is to be performed
could result in the charter being performed at a significantly greater or lesser profit than originally anticipated or even result in a loss. As an
example of the volatility of fuel prices, in the last 12 months, the purchase price in the port of Singapore of one of the most common fuels used
by drybulk vessels has fluctuated from approximately $240 to $450 per metric ton. The price of fuel varies from port to port.

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Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.

     We plan to operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. This
seasonality may result in quarter-to-quarter volatility in our operating results, as our vessels will trade in the spot market. The drybulk sector is
typically stronger in the fall and winter months in anticipation of increased consumption of coal and raw materials in the northern hemisphere
during the winter months. As a result, our revenues could be weaker during the fiscal quarters ended June 30 and September 30, and
conversely, our revenue could be stronger during the quarters ended December 31 and March 31. This seasonality could have a material
adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Company Specific Risk Factors

We have no operating history on which you can evaluate our business strategy.

     We are a recently-formed company with no vessel operating history and will have no assets prior to the closing of this offering other than
a capital contribution from Genco Investments LLC and deposits we have made for the purchase of six vessels comprising our initial fleet as
described in more detail elsewhere in this prospectus. Accordingly, there can be no assurance that our business strategy and operations will be
successful.

If we cannot complete the purchase of any of the vessels intended to comprise our initial fleet, we may use the proceeds of this offering for
general corporate purposes that you may not agree with.

     If we cannot complete the purchase of any of the vessels intended to comprise our initial fleet, our management will have the discretion to
apply the proceeds of this offering to acquire other vessels or for general corporate purposes that you may not agree with. Although we have
entered into agreements to purchase six drybulk vessels using the net proceeds of this offering and the $75 million capital contribution from
Genco, it is possible that the sellers could breach the contracts or otherwise be unable to deliver some or all of the vessels. We do not expect to
close the purchase of any of these vessels before the closing of this offering. We will not escrow the proceeds from this offering and will not
return the proceeds to you if we do not purchase these vessels. It may take a substantial period of time before we can locate and purchase other
suitable vessels for which the proceeds of this offering could be used.

We may not be able to establish our operations or implement our growth effectively.

     Our business plan will primarily depend on identifying suitable vessels that are in good condition, acquiring these vessels at favorable
prices, and profitably employing them on spot market-related charters to establish and expand our operations. Our business plan will therefore
depend upon a number of factors, some of which may not be within our control. These factors include our ability to:

     •
            identify suitable vessels or shipping companies for acquisitions or joint ventures to establish our initial fleet and grow our fleet in
            the future;

     •
            integrate successfully any acquired vessels or businesses with our existing operations; and

     •
            obtain required financing for our existing and any new operations.

Growing any business by acquisition presents numerous risks, including undisclosed liabilities and obligations, difficulty obtaining additional
qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing
infrastructures. In addition, competition from other companies, many of which have significantly greater financial resources than do we or
Genco, may reduce our acquisition opportunities or cause us to pay higher prices. We cannot assure you that we will be successful in executing
our plans to establish and grow our business or that we will not incur significant expenses and losses in connection with these plans. Our failure
to effectively identify, purchase, develop and integrate any vessels or businesses could adversely affect our business, financial condition and

                                                                         17
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results of operations. Our acquisition growth strategy exposes us to risks that may harm our business, financial condition and operating results,
including risks that we may:

     •
            fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;

     •
            incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired, particularly if any
            vessel we acquire proves not to be in good condition;

     •
            be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;

     •
            decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;

     •
            significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; or

     •
            incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring
            charges.

Moreover, we plan to finance potential future expansions of our fleet primarily through equity financing, which we expect will mainly consist
of issuances of additional shares of our Common Stock, and internally generated cash flow. We also intend to enter into a credit facility that
will provide bridge financing for vessel acquisitions. If we are unable to complete equity issuances at prices that we deem acceptable, our
internally generated cash flow is insufficient, or we cannot enter into a credit facility on favorable terms, we may need to revise our growth
plan or consider alternative forms of financing.

We will depend heavily upon spot charters, and any decrease in spot charter rates may adversely affect our earnings and our ability to pay
dividends.

     We intend to employ our vessels in the spot market, on certain spot market-related time charters known as trip charters, or in vessel pools
trading in the spot market. Our financial performance will therefore be substantially affected by conditions in the drybulk vessel spot market.
The spot market is highly volatile and fluctuates based upon vessel and cargo supply and demand. In addition, vessels may experience repeated
periods of unemployment between spot charters. The successful operation of our vessels in the spot market depends upon, among other things,
obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to
pick up cargo, or ballast time. In the past, there have been periods when spot rates have declined below the operating cost of vessels. Future
spot rates may decline significantly and may not be sufficient to enable our vessels trading in the spot market to operate profitably or for us to
pay dividends and may have a material adverse effect on our cash flows and financial condition.

Genco and its affiliates may compete with us or claim business opportunities that would benefit us.

     Genco may compete with us and is not contractually restricted from doing so. Our amended and restated articles of incorporation that will
be in effect before the closing of this offering and the Omnibus Agreement that we and Genco plan to enter into specify that Genco will have a
right of first refusal with respect to business opportunities generally except with respect to certain spot charter opportunities, as to which we
will have a right of first refusal. We expect that the most common types of business opportunities for which Genco will have a right of first
refusal will be vessel purchase and sale opportunities and charters other than the spot charter opportunities for which we have a right of first
refusal. Other business opportunities for which Genco will have a result of first refusal would be to hire employees, acquire other businesses, or
enter into joint ventures. These provisions may strengthen Genco's ability to compete with us or claim business opportunities that would benefit
us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay
dividends.

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Our strategy of financing vessel acquisitions through equity offerings and our earnings with little to no leverage may adversely affect our
growth and earnings .

     We plan to finance acquisitions for our fleet primarily through equity offerings. While we intend to enter into a revolving credit facility
that will provide bridge financing to acquire vessels until we can conduct an equity offering, we do not anticipate entering into a credit facility
of sufficient size to allow us to make large additions to our fleet solely through borrowings. Accordingly, if we are unable to complete equity
offerings on acceptable terms or at all, or if our earnings are insufficient, we may be unable to take advantage of strategic opportunities to
expand our fleet. As a result, our future earnings, cash flows and growth may be adversely affected.

We may be unable to pay dividends.

     We currently intend to pay a variable quarterly dividend equal to our Cash Available for Distribution from the previous quarter, subject to
any reserves the board of directors may from time to time determine are required. The amount of Cash Available for Distribution will
principally depend upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based upon, among
other things:

     •
            the cyclicality in the spot vessel market;

     •
            the rates we obtain from our charters;

     •
            the price and demand for drybulk cargoes;

     •
            the level of our operating costs, such as the cost of crews and insurance;

     •
            the number of off-hire days for our fleet and the timing of, and number of days required for, drydocking of our vessels;

     •
            delays in the delivery of any vessels we have agreed to acquire;

     •
            prevailing global and regional economic and political conditions; and

     •
            the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.

     Until we acquire vessels and deploy them on charters, we will not generate cash from operations for dividends. Accordingly, it may take
substantial time following the closing of this offering before it would be possible for us to pay any dividends.

     The actual amount of cash generated also will depend upon other factors, such as:

     •
            the level of capital expenditures we make, including for maintaining existing vessels and acquiring new vessels, which we expect
            will be substantial;

     •
            our debt service requirements and restrictions on distributions contained in any credit agreement we may enter into;

     •
            fluctuations in our working capital needs; and

     •
            the amount of any cash reserves established by our board of directors, including reserves for working capital and other matters.

      In addition, the declaration and payment of dividends is subject at all times to the discretion of our board of directors and compliance with
the laws of the Republic of The Marshall Islands. Please read "Our Dividend Policy and Restrictions on Dividends" for more details.

Our ability to grow and satisfy our financial needs may be adversely affected by our dividend policy.

     The dividend policy we plan to adopt calls for us to distribute all of our Cash Available for Distribution on a quarterly basis, subject to any
reserves that our board of directors may determine are

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required. Accordingly, our growth, if any, may not be as fast as businesses that reinvest their cash to expand ongoing operations.

     In determining the amount of Cash Available for Distribution, our board of directors will consider contingent liabilities, the terms of any
credit facilities we may enter into, our other cash needs and the requirements of Marshall Islands law. We believe that we will generally finance
any maintenance and expansion capital expenditures from cash balances or external financing sources (which we intend as part of our strategy
to be equity issuances and borrowings under a revolving credit facility we intend to enter into, but could include potential debt issuances). To
the extent we do not have sufficient cash reserves or are unable to obtain financing for these purposes, our dividend policy may significantly
impair our ability to meet our financial needs or to grow.

We must make substantial capital expenditures to maintain the operating capacity of our fleet, which may reduce the amount of cash for
dividends to our shareholders.

     We must make substantial capital expenditures to maintain the operating capacity of our fleet and we generally expect to finance these
maintenance capital expenditures with cash balances or undrawn credit facilities. We anticipate growing our fleet through the acquisition of
vessels, which would increase the level of our maintenance capital expenditures.

     Maintenance capital expenditures include capital expenditures associated with drydocking a vessel, modifying an existing vessel or
acquiring a new vessel to the extent these expenditures are incurred to maintain the operating capacity of our fleet. These expenditures could
increase as a result of changes in the cost of labor and materials; customer requirements; increases in our fleet size or the cost of replacement
vessels; governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; and
competitive standards.

     In addition, maintenance capital expenditures will vary significantly from quarter to quarter based on the number of vessels drydocked
during that quarter. Significant maintenance capital expenditures may reduce the amount of Cash Available for Distribution to our
shareholders.

We will be required to make substantial capital expenditures to expand the size of our fleet, which may diminish , our ability to pay
dividends, increase our financial leverage, or dilute our shareholders' ownership interest in us.

     We will be required to make substantial capital expenditures to increase the size of our fleet. We intend to expand our fleet by acquiring
existing vessels from other parties or newbuilding vessels, which we refer to as newbuildings.

     We generally will be required to make installment payments on any newbuildings prior to their delivery. We typically would pay 10% to
25% of the purchase price of a vessel upon signing the purchase contract, even though delivery of the completed vessel will not occur until
much later (approximately three to four years from the order). If we finance all or a portion of these acquisition costs by issuing debt securities,
we will increase the aggregate amount of interest we must pay prior to generating cash from the operation of the newbuilding. Any interest
expense we incur in connection with financing our vessel acquisitions, including capitalized interest expense, will decrease the amount of our
dividends. If we finance these acquisition costs by issuing shares of common stock, we will dilute our quarterly per-share dividends prior to
generating cash from the operation of the newbuilding.

     To fund expansion capital expenditures, we may be required to use cash balances, cash from operations, incur borrowings or raise capital
through the sale of debt or additional equity securities. Use of cash from operations will reduce the amount of cash for dividends to our
shareholders. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition
at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic
conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain funds for capital expenditures could have a
material adverse effect on our business, results of operations and financial condition and on our ability to pay dividends.

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Even if we are successful in obtaining the necessary funds, the terms of such financings could limit our ability to pay dividends to shareholders.
In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity
securities may result in significant shareholder ownership or dividend dilution.

Our executive officers and the officers of our Manager will not devote all of their time to our business, which may hinder our ability to
operate successfully.

      Our executive officers and the officers of our Manager will be involved in other Genco business activities, which may result in their
spending less time than is appropriate or necessary to manage our business successfully. Based solely on the anticipated relative sizes of our
initial fleet and Genco's fleet over the next twelve months, we estimate that Mr. Wobensmith and other officers of Genco will spend
approximately 15-20% of their monthly business time on our business activities and approximately 80-85% of such time on Genco's. However,
the actual allocation of time could vary significantly from time to time depending on various circumstances and needs of the businesses, such
as the relative levels of strategic activities of the businesses. This could have a material adverse effect on our business, results of operations,
cash flows, financial condition and ability to pay dividends.

Our executive officers and directors, our Manager, and the executive officers and directors of our Manager have conflicts of interest and
limited duties, which may permit them to favor interests of Genco or its affiliates above our interests and those of our Common Stock
holders and allow Genco to compete with us.

    Conflicts of interest may arise between Genco, our Manager, and its affiliates, on the one hand, and us and our shareholders, on the other
hand. These conflicts include, among others, the following situations:

     •
            Our amended and restated articles of incorporation that will be in effect before the closing of this offering and the Omnibus
            Agreement specify that Genco will have a right of first refusal with respect to business opportunities generally, such as vessel
            purchase and sale opportunities and most charter opportunities, but excluding certain spot charter opportunities as to which we will
            have a right of first refusal. Our President and Chief Financial Officer and certain of our directors also serve as executive officers
            or directors of Genco, who is our Manager, or its affiliates. As a result of the right of refusal provision, the obligation of these
            individuals to provide opportunities to us will be limited.

     •
            Our Manager will advise our board of directors about the amount and timing of asset purchases and sales, capital expenditures,
            borrowings, issuances of additional common stock and cash reserves, each of which can affect the amount of the Cash Available
            for Distribution to our shareholders.

     •
            Our executive officers and those of our Manager will not spend all of their time on matters related to our business.

     •
            Our Manager will advise us of costs incurred by it and its affiliates that it believes are reimbursable by us.

As a result of these conflicts, our Manager may favor its own interests and the interests of its affiliates over our interests and those of our
shareholders, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to
pay dividends

The fiduciary duties of our officers and directors may conflict with those of the officers and directors of Genco and its affiliates.

      Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, our
Chairman, our President and Chief Financial Officer and two of our independent directors Basil G. Mavroleon and Harry A. Perrin, also serve
as executive officers or directors of Genco. As a result, these individuals have fiduciary duties to manage the business of Genco and its
affiliates in a manner beneficial to such entities and their shareholders. Consequently, these officers and

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directors may encounter situations in which their fiduciary obligations to Genco and us are in conflict. We believe the principal situations in
which these conflicts may occur are in the allocation of business opportunities to Genco or us, particularly with respect to the allocation of
chartering or vessel sale and purchase opportunities. The Omnibus Agreement is intended to reduce these conflicts by granting a right of first
refusal for certain spot chartering opportunities to us while granting a right of first refusal to Genco for other business opportunities generally.
The resolution of these conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on
our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our Chairman may pursue business opportunities in our industry.

      Our Chairman is not an employee of our company or of Genco and is not contractually committed to remain as a director of our company
or to refrain from other activities in our industry. Mr. Georgiopoulos actively reviews potential investment opportunities in the shipping
industry, including the drybulk sector, from time to time. Mr. Georgiopoulos has informed us that so long as he is a director of our company,
prior to making an investment in an entity owning or operating drybulk vessels, he intends to disclose the details of such investment to our
board and our independent directors and allow us to pursue the opportunity, subject to Genco's right of first refusal, to the extent we choose to
do so and are able. However, in the event we choose not to, or are unable to, pursue any such opportunity, Mr. Georgiopoulos may proceed,
either alone or with others, with such investments. In the event he makes such investments, Mr. Georgiopoulos may have independent interests
in the ownership and operation of drybulk vessels that may conflict with our interests.

Our Manager has rights to terminate the Management Agreement and, under certain circumstances, could receive substantial sums in
connection with such termination; however, even if our board of directors or our shareholders are dissatisfied with our Manager, there are
limited circumstances under which we can terminate the Management Agreement.

     The Management Agreement will have an initial term of approximately 15 years and will automatically renew for subsequent five-year
terms provided that certain conditions are met. Our Manager has the right, after five years following the completion of this offering, to
terminate the Management Agreement with 12 months' notice. Our Manager also has the right to terminate the Management Agreement after a
dispute resolution process if we have materially breached the Management Agreement.

     Our Manager may elect to terminate the Management Agreement upon the sale of all or substantially all of our assets to a third party, our
liquidation or after any change of control of our company occurs. If our Manager so elects to terminate the Management Agreement, then our
Manager may be paid a termination fee. This termination payment is generally calculated as five times the average annual management fees
payable to Genco for the last five completed years of the term of the Management Agreement, or such lesser number of years as may have been
completed at the time of termination. If the Management Agreement terminates during its initial year, the Termination Payment will be
approximately $9.6 million, based on five times an amount of approximately $1.9 million.

    In addition, our rights to terminate the Management Agreement are limited. Even if we are not satisfied with the Manager's efforts in
managing our business, unless our Manager materially breaches the agreement, we may terminate the Management Agreement only:

     •
            if we provide notice in the fourth quarter of 2019 after two-thirds of our board of directors elect to terminate the Management
            Agreement, which termination would be effective December 31, 2020; or

     •
            if we provide notice of termination in the fourth quarter of 2023, which termination would be effective December 31, 2024.

If we elect to terminate the Management Agreement at either of these points or at the end of a subsequent renewal term, our Manager will
receive a termination fee, which may be substantial. Please read "Our

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Manager and Management Agreement—Management Agreement—Term and Termination Rights" for a more detailed description of
termination rights under the Management Agreement.

We will depend on Genco to assist us in operating our business and competing in our markets, and our business will be harmed if Genco
fails to assist us effectively.

      Upon the closing of this offering, we will enter into the Management Agreement with Genco as our Manager, pursuant to which Genco
will provide to us commercial, technical, administrative and strategic services, including vessel maintenance, crewing, purchasing, shipyard
supervision, insurance and financial services. Our operational success and ability to execute our growth strategy will depend significantly upon
the satisfactory performance of these services by Genco. Our business will be harmed if Genco fails to perform these services satisfactorily, if it
stops providing these services to us for any reason or if it terminates the Management Agreement, as it is entitled to do under certain
circumstances. The circumstances under which we are able to terminate the Management Agreement are extremely limited and do not include
mere dissatisfaction with our Manager's performance. In addition, upon any termination of the Management Agreement, we may lose our
ability to benefit from economies of scale in purchasing supplies and other advantages that we believe our relationship with Genco will
provide.

     If Genco suffers material damage to its reputation or relationships, it may harm our ability to:

     •
            acquire new vessels;

     •
            enter into new charters for our vessels;

     •
            obtain financing on commercially acceptable terms; or

     •
            maintain satisfactory relationships with charterers, suppliers and other third parties.

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business, results of operations
and financial condition and our ability to pay dividends to shareholders.

An increase in operating costs could adversely affect our cash flows and financial condition.

     Under the Management Agreement, we must pay for vessel operating expenses (including crewing, repairs and maintenance, insurance,
stores, lube oils and communication expenses), and in addition for spot or voyage charters, voyage expenses (including bunker fuel expenses,
port fees, cargo loading and unloading expenses, canal tolls, agency fees and conversions). These expenses depend upon a variety of factors,
many of which are beyond our or our Manager's control. Some of these costs, primarily relating to fuel, insurance and enhanced security
measures, have been increasing and may increase in the future. Increases in any of these costs would decrease our earnings, cash flows and the
amount of Cash Available for Distribution to our shareholders.

Financing agreements containing operating and financial restrictions may restrict our business and financing activities.

      The operating and financial restrictions and covenants in any future financing agreements could adversely affect our ability to finance
future operations or capital needs or to pursue and expand our business activities. For example, these financing arrangements may restrict our
ability to:

     •
            pay dividends;

     •
            incur or guarantee indebtedness;

     •
            change ownership or structure, including mergers, consolidations, liquidations and dissolutions;
•
    incur liens on our assets;

•
    sell, transfer, assign or convey assets;

•
    make certain investments; and

•
    enter into a new line of business.

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     Our ability to comply with covenants and restrictions contained in debt instruments may be affected by events beyond our control,
including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, we may fail to comply
with these covenants. If we breach any of the restrictions, covenants, ratios or tests in the financing agreements, our obligations may become
immediately due and payable, and the lenders' commitment, if any, to make further loans may terminate. A default under financing agreements
could also result in foreclosure on any of our vessels and other assets securing related loans. The occurrence of any of these events could have a
material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Restrictions in our potential future debt agreements may prevent us from paying dividends.

    The payment of principal and interest on any debt we incur will reduce the amount of cash for dividends to our shareholders. In addition,
we expect that our financing agreements will prohibit the payment of dividends upon the occurrence of the following events, among others:

     •
            failure to pay any principal, interest, fees, expenses or other amounts when due;

     •
            failure to notify the lenders of any material oil spill or discharge of hazardous material, or of any action or claim related thereto;

     •
            breach or lapse of any insurance with respect to the vessels;

     •
            breach of certain financial covenants;

     •
            failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;

     •
            default under other indebtedness;

     •
            bankruptcy or insolvency events;

     •
            failure of any representation or warranty to be materially correct;

     •
            a change of control, as defined in the applicable agreement; and

     •
            a material adverse effect, as defined in the applicable agreement.

Our purchasing and operating previously owned vessels may result in increased operating costs and vessels off-hire, which could adversely
affect our earnings.

     Our current business strategy includes growth through the acquisition of previously owned vessels. While we typically inspect previously
owned vessels before purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels
had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels before
purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other
incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of
any builder warranties if the vessels we buy are older than one year.

     In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less
fuel efficient than more recently constructed vessels due to improvements in engine technology.

     Governmental regulations, safety and other equipment standards related to the age of vessels may require expenditures for alterations or
the addition of new equipment to some of our vessels and may restrict the type of activities in which these vessels may engage. We cannot
assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the
remainder of their useful lives. As a result, regulations and standards could have a material adverse effect on our business, results of operations,
cash flows, financial condition and ability to pay dividends.

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An increase in operating costs could adversely affect our cash flows and financial condition.

     Our vessel operating expenses include the costs of crew, provisions, deck and engine stores, lube oil, bunkers, insurance and maintenance
and repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, primarily relating to insurance
and enhanced security measures implemented after September 11, 2001 and as a result of a recent increase in the frequency of acts of piracy,
have been increasing. In addition, to the extent we employ our vessels on voyage charters, we will also have to bear the cost of bunkers. The
price of bunker fuel may increase in the future. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of
drydock repairs are unpredictable and can be substantial. Increases in any of these costs could have a material adverse effect on our business,
results of operations, cash flows, financial condition and ability to pay dividends.

We will depend to a significant degree upon third-party managers to provide the technical management of our fleet. Any failure of these
technical managers to perform their obligations to us could adversely affect our business.

     Through our Manager, we will contract the technical management of our fleet, including crewing, maintenance and repair services, to
third-party technical management companies. The failure of these technical managers to perform their obligations could materially and
adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. Although we may have rights
against our third-party managers if they default on their obligations to us, our shareholders will share that recourse only indirectly to the extent
that we recover funds.

In the highly competitive international drybulk shipping industry, we may not be able to compete for charters with new entrants or
established companies with greater resources.

     We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from
other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of drybulk cargoes can
be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to the charterers. Due in part
to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions
that may be able to offer better prices and fleets than we are able to offer.

We expect to maintain all of our cash with a limited number of financial institutions, which will subject us to credit risk.

      We expect to maintain all of our cash with a limited number of financial institutions for the foreseeable future. We currently anticipate that
these financial institutions will be located in Luxembourg, the Cayman Islands, or London, England, although we may select financial
institutions located in other countries. None of our balances will be covered by insurance in the event of default by these financial institutions.
The occurrence of such a default could therefore have a material adverse effect on our business, financial condition, results of operations and
cash flows.

If we are unable to fund our capital expenditures, we may not be able to continue to operate some of our vessels, which would have a
material adverse effect on our business and our ability to pay dividends.

     In order to fund our capital expenditures, we generally plan to use equity financing. If equity financing is not available on favorable terms,
we may have to use debt financing. Our ability to borrow money and access the capital markets through future offerings may be limited by our
financial condition at the time of any such offering as well as by adverse market conditions resulting from, among other things, general
economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for necessary future
capital expenditures could limit our ability to continue to operate some of our vessels or impair the values of our vessels and could have a
material adverse effect on our business, results of operations, financial condition, cash flows and ability to pay dividends. Even if we are

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successful in obtaining such funds through financings, the terms of such financings could further limit our ability to pay dividends.

We are a holding company, and we will depend on the ability of our future subsidiaries to distribute funds to us in order to satisfy our
financial obligations or to make dividend payments.

     We are a holding company, and our future subsidiaries, which will be all wholly-owned by us, either directly or indirectly, will conduct all
of our operations and own all of our operating assets. We will have no significant assets other than the equity interests in our wholly-owned
subsidiaries. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders will depend on the ability of
our subsidiaries to distribute funds to us. In turn, the ability of our subsidiaries to make dividend payments to us will depend on them having
profits available for distribution and, to the extent that we are unable to obtain dividends from our subsidiaries, this will limit the discretion of
our board of directors to pay or recommend the payment of dividends.

Our ability to obtain debt financing may depend on the performance of our business, our Manager, and market conditions.

     The actual or perceived credit quality of our business, our Manager, and market conditions affecting the spot charter market and the credit
markets may materially affect our ability to obtain the additional capital resources that may be required to purchase additional vessels or may
significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost
may have a material adverse affect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

If management is unable to continue to provide reports as to the effectiveness of our internal control over financial reporting or our
independent registered public accounting firm is unable to continue to provide us with unqualified attestation reports as to the effectiveness
of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could
result in a decrease in the value of our Common Stock.

      Under Section 404 of the Sarbanes-Oxley Act of 2002 (or Sarbanes-Oxley ), after we file our annual report on Form 10-K for our initial
fiscal year, we will be required to include in each of our subsequent future annual reports on Form 10-K a report containing our management's
assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent registered public
accounting firm. As our manager, Genco will provide substantially all of our financial reporting, and we will depend on the procedures they
have in place. If, in such future annual reports on Form 10-K, our management cannot provide a report as to the effectiveness of our internal
control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified attestation
report as to the effectiveness of our internal control over financial reporting as required by Section 404, investors could lose confidence in the
reliability of our financial statements, which could result in a decrease in the value of our Common Stock.

Our costs of operating as a public company will be significant, and our management will be required to devote substantial time to
complying with public company regulations.

     As a public company, we will incur significant legal, accounting and other expenses. In addition, Sarbanes-Oxley, as well as rules
subsequently implemented by the Securities and Exchange Commission (or the SEC) and the New York Stock Exchange, have imposed
various requirements on public companies, including changes in corporate governance practices, and these requirements may continue to
evolve. Our Manager, management personnel, and other personnel, if any, will need to devote a substantial amount of time to comply with
these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities
more time-consuming and costly.

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     Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and
disclosure controls and procedures. In particular, we will need to perform system and process evaluation and testing of our internal control over
financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal
control over financial reporting, as required by Section 404 of Sarbanes-Oxley. While we expect to be able to follow Genco's model and
systems for compliance with Section 404, our compliance with Section 404 may require that we incur substantial accounting expense and
expend significant management efforts, and we will depend on Genco for our compliance as Genco personnel will perform our accounting
function.

We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively
affect the effectiveness of our management and our results of operations.

      Our success depends to a significant extent upon the abilities and efforts of our management and our ability to hire and retain key
members of management. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty
in hiring and retaining personnel could have a material adverse effect our business, results of operations, cash flows, financial condition and
ability to pay dividends. We do not intend to maintain "key man" life insurance on any of our officers.

We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.

      There are a number of risks associated with the operation of ocean-going vessels, including mechanical failure, collision, human error,
war, terrorism, piracy, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries,
hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the
operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the
liabilities arising from owning and operating vessels in international trade.

     We will be insured against tort claims and some contractual claims (including claims related to environmental damage and pollution)
through memberships in protection and indemnity associations or clubs, or P&I Associations. As a result of such membership, the P&I
Associations will provide us coverage for such tort and contractual claims. We will also carry hull and machinery insurance and war risk
insurance for our fleet. We plan to insure our vessels for third-party liability claims subject to and in accordance with the rules of the P&I
Associations in which the vessels are entered. We also will maintain insurance against loss of hire, which covers business interruptions that
result in the loss of use of a vessel. We can give no assurance that we will be adequately insured against all risks. We may not be able to obtain
adequate insurance coverage for our fleet in the future. The insurers may not pay particular claims. Our insurance policies contain deductibles
for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue.

      We cannot assure you that we will be able to renew our insurance policies on the same or commercially reasonable terms, or at all, in the
future. For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack
of availability of, protection and indemnity insurance against risks of environmental damage or pollution. Any uninsured or underinsured loss
could harm our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, our insurance may be
voidable by the insurers as a result of certain of our actions, such as our ships failing to maintain certification with applicable maritime
self-regulatory organizations. Further, we cannot assure you that our insurance policies will cover all losses that we incur, or that disputes over
insurance claims will not arise with our insurance carriers. Any claims covered by insurance would be subject to deductibles, and since it is
possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. In addition, our insurance
policies are subject to limitations and exclusions, which may increase our costs or lower our revenues, thereby possibly having a material
adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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We will be subject to funding calls by our protection and indemnity associations, and our associations may not have enough resources to
cover claims made against them .

     We are indemnified for legal liabilities incurred while operating our vessels through membership in P&I Associations. P&I Associations
are mutual insurance associations whose members must contribute to cover losses sustained by other association members. The objective of a
P&I Association is to provide mutual insurance based on the aggregate tonnage of a member's vessels entered into the association. Claims are
paid through the aggregate premiums of all members of the association, although members remain subject to calls for additional funds if the
aggregate premiums are insufficient to cover claims submitted to the association. Claims submitted to the association may include those
incurred by members of the association, as well as claims submitted to the association from other P&I Associations with which our P&I
Association has entered into interassociation agreements. We cannot assure you that the P&I Associations to which we belong will remain
viable or that we will not become subject to additional funding calls which could adversely affect us.

We may have to pay U.S. tax on U.S. source income, which would reduce our net income and cash flows.

     We do not expect to qualify for an exemption pursuant to Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), which we refer to as Section 883, upon the closing of this offering. As a result, we will be subject to U.S. federal income tax on our
shipping income that is derived from U.S. sources as described below. To the extent we are subject to such tax, our net income and cash flows
would be reduced by the amount of such tax.

     We would qualify for exemption under Section 883 if, among other things, one or more classes of our stock representing, in the aggregate,
more than 50% of the combined voting power and value of all classes of our stock were treated as primarily and regularly traded on an
established securities market in the United States. Under applicable Treasury regulations, we may not satisfy this publicly traded requirement in
any taxable year in which 50% or more of any class(es) of stock we rely on to meet this rule is owned for more than half the days in such year
by persons who actually or constructively own 5% or more of such class(es) of our stock, which we sometimes refer to as 5% shareholders.

     Upon the closing of this offering, our Common Stock will represent more than 50% of the value of all classes of our stock, but less than
50% of the combined voting power of all classes of our stock. Unless the holders of the Class B Stock irrevocably elect to limit their aggregate
voting power to 49%, our Class B Stock will represent more than 50% of the combined voting power of all classes of our voting stock and will
not be treated as primarily and regularly traded on an established securities market in the United States. Therefore, upon closing of this
offering, we do not expect to qualify for exemption under Section 883. As a result, 50% of our gross shipping income attributable to
transportation beginning or ending in the United States, if any, will be subject to a 4% tax without allowance for deductions. While we do not
currently anticipate that a significant portion of our shipping income will be U.S. source shipping income, there can be no assurance that this
will be the case.

     In the event that holders of a majority of the Class B Stock irrevocably elect to reduce the voting power of the Class B Stock to constitute
not more than 49% of the total voting power of all classes of stock, our Common Stock will represent more than 50% of the combined voting
power and value of all classes of our stock. However, there can be no assurance as to if and when holders of Class B Stock may do so, and we
have no right to require these holders to do so. Even if that were to occur, if 5% shareholders of the Common Stock were to own more than
50% of our Common Stock for more than half the days of any taxable year, we may nonetheless not be eligible to claim exemption from tax
under Section 883 for such taxable year.

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U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax
consequences to U.S. shareholders.

     A foreign corporation generally will be treated as a "passive foreign investment company," which we sometimes refer to as a PFIC, for
U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of "passive income" or (2) at least
50% of its assets (averaged over the year and generally determined based upon value) produce or are held for the production of "passive
income." U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to distributions they receive
from the PFIC and gain, if any, they derive from the sale or other disposition of their stock in the PFIC.

      For purposes of these tests, "passive income" generally includes dividends, interest, gains from the sale or exchange of investment
property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct
of a trade or business, as defined in applicable Treasury regulations.

     If we would otherwise be a PFIC in our "start-up year" (defined as the first taxable year we earn gross income) as a result of a delay in
purchasing vessels with the proceeds of the offering, we will not be treated as a PFIC in that taxable year, provided that (i) no predecessor
corporation was a PFIC, (ii) it is established to the United States Internal Revenue Service's satisfaction that we will not be a PFIC in either of
the two succeeding taxable years, and (iii) we are not, in fact, a PFIC for either succeeding taxable year. We will attempt to conduct our affairs
in a manner so that, if applicable, we will satisfy the start-up year exception, but we cannot assure you that we will so qualify.

     For purposes of these tests, income derived from the performance of services does not constitute "passive income." By contrast, rental
income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active
conduct of a trade or business. Based on our planned operations and certain estimates of our gross income and gross assets, we do not believe
that we will be a PFIC with respect to any taxable year. In this regard, we treat the gross income we derive or are deemed to derive from our
spot chartering activities as services income, rather than rental income. Accordingly, we believe that (1) our income from our spot chartering
activities does not constitute passive income and (2) the assets that we own and operate in connection with the production of that income do not
constitute passive assets.

      While there is no direct legal authority under the PFIC rules addressing our method of operation, there is legal authority supporting this
position consisting of case law and pronouncements by the United States Internal Revenue Service, which we sometimes refer to as the IRS,
concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However,
it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax
purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a
court of law could determine that we are a PFIC. Moreover, because there are uncertainties in the application of the PFIC rules, because the
PFIC test is an annual test, and because, although we intend to manage our business so as to avoid PFIC status to the extent consistent with our
other business goals, there could be changes in the nature and extent of our operations in future years, there can be no assurance that we will
not become a PFIC in any taxable year.

     If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), our
U.S. shareholders would face adverse U.S. tax consequences. Under the PFIC rules, unless a shareholder makes certain elections available
under the Code (which elections could themselves have adverse consequences for such shareholder, as discussed under the section captioned
"U.S. Federal Income Tax Considerations to Shareholders—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment
Company Status and Significant Tax Consequences"), such shareholder would be liable to pay U.S. federal income tax at the highest applicable
income tax rates on

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ordinary income upon the receipt of excess distributions and upon any gain from the disposition of our Common Stock, plus interest on such
amounts, as if such excess distribution or gain had been recognized ratably over the shareholder's holding period of our common stock. See the
section captioned "Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and
Significant Tax Consequences" for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we
are treated as a PFIC.

Because we will generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate
fluctuations could hurt our results of operations.

     We will generate all of our revenues in U.S. dollars, but we may incur drydocking costs and special survey fees in other currencies. If our
expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations,
cash flows, financial condition and ability to pay dividends could be adversely affected.

RISK FACTORS RELATED TO OUR COMMON STOCK

The concentration of our capital stock ownership with Genco and its affiliates and the superior voting rights of our Class B Stock held by
Genco will limit our Common Stock holders' ability to influence corporate matters.

     Under our amended and restated articles of incorporation that will be in effect before the closing of this offering, our Class B Stock will
have 15 votes per share, and our Common Stock will have one vote per share resulting in Genco controlling in excess of 50% of the combined
voting power of these two classes of stock. However, if holders of a majority of the Class B Stock make an irrevocable election to do so, the
aggregate voting power of the Class B Stock will be limited to a maximum of 49% of the voting power of our outstanding Common Stock and
Class B Stock, voting together as a single class. Upon the closing of this offering, Genco will own shares of Class B Stock representing 83.60%
of the voting power of our outstanding capital stock (81.65% if the underwriters exercise their over-allotment option in full) through its
wholly-owned subsidiary, Genco Investments LLC. In addition, pursuant to a subscription agreement to be entered into between us and Genco
Investments LLC at or prior to the consummation of this offering, for so long as Genco Investments LLC or its affiliates holds at least 10% of
the aggregate number of outstanding shares of our Common Stock and Class B Stock, Genco Investments LLC will be entitled to receive an
additional number of shares of Class B Stock equal to 2% of the number of shares of Common Stock issued after the consummation of this
offering, excluding any shares of Common Stock issuable upon the exercise of the underwriters' over-allotment option in this offering or issued
as an award or issuable upon exercise of an award under our 2010 Equity Incentive Plan. These additional shares would be issued for no
additional consideration unless insufficient surplus exists to cover the par value of such additional shares, in which case Genco Investment LLC
will pay us the par value of such shares. In addition, our directors or officers who are affiliated with Genco or other individuals providing
services under the Management Agreement who are affiliated with Genco may receive equity awards under our 2010 Equity Incentive Plan.

     Through its ownership of our Class B Stock, its role as our Manager and the issuance of equity awards to individuals affiliated with
Genco, Genco will have substantial control and influence over our management and affairs and over all matters requiring shareholder approval,
including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the
foreseeable future. In addition, because of this dual-class stock structure, Genco will continue to be able to control all matters submitted to our
shareholders for approval even though it will own significantly less than 50% of the aggregate number of outstanding shares of our Common
Stock and Class B Stock. This concentrated control limits our Common Stock holders' ability to influence corporate matters and, as a result, we
may take actions that our Common Stock holders do not view as beneficial. As a result, the market price of our Common Stock could be
adversely affected.

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Because we are a foreign corporation, you may not have the same rights or protections that a shareholder in a United States corporation
may have.

     We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and may make
it more difficult for our shareholders to protect their interests. Our corporate affairs are governed by our amended and restated articles of
incorporation and by-laws and the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the
corporation laws of a number of states in the United States. The rights and fiduciary responsibilities of directors under the law of the Marshall
Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in
certain U.S. jurisdictions and there have been few judicial cases in the Marshall Islands interpreting the BCA. Shareholder rights may differ as
well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with
substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions
by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.
Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by the management, directors or
controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

Provisions of our amended and restated articles of incorporation and by-laws and our shareholder rights plan may have anti-takeover
effects which could adversely affect the market price of our Common Stock.

     Several provisions of our amended and restated articles of incorporation and amended and restated by-laws that will be in effect prior to
the closing of this offering, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly
takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize
shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could also
discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a
shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

     Dual Class Stock

     Our dual class stock structure, which will consist of Common Stock and Class B Stock, gives Genco and its affiliates control over all
matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale
of our company or its assets.

     Blank Check Preferred Stock.

     Under the terms of our amended and restated articles of incorporation, our board of directors will have the authority, without any further
vote or action by our shareholders, to authorize our issuance of up to 100,000,000 shares of blank check preferred stock. Our board of directors
may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of
our management. However, so that Genco may comply with a provision in its existing credit facility, our amended and restated articles of
incorporation and the Omnibus Agreement that we will enter into with Genco will provide that we will not issue any shares of preferred stock
without the prior written consent of Genco. We therefore do not anticipate that we will be able to issue preferred stock for the foreseeable
future.

     Classified Board of Directors.

     Our amended and restated articles of incorporation will provide for the division of our board of directors into three classes of directors,
with each class as nearly equal in number as possible, serving

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staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directors is
elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to
obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of
our board of directors for up to two years.

     Election and Removal of Directors.

     Our amended and restated articles of incorporation will prohibit cumulative voting in the election of directors. Our amended and restated
by-laws will require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our
amended and restated articles of incorporation will also provide that our directors may be removed only for cause and only upon the affirmative
vote of 66 2 / 3 % of the outstanding shares of our capital stock entitled to vote for those directors or by a majority of the members of the board
of directors then in office. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

     Limited Actions by Shareholders.

     Our amended and restated articles of incorporation and our amended and restated by-laws will provide that any action required or
permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent
of our shareholders. Our amended and restated articles of incorporation and our amended and restated by-laws will provide that, subject to
certain exceptions, our Chairman, President, or Secretary at the direction of the board of directors may call special meetings of our shareholders
and the business transacted at the special meeting is limited to the purposes stated in the notice.

     Advance Notice Requirements for Shareholder Proposals and Director Nominations.

     Our amended and restated by-laws will provide that shareholders seeking to nominate candidates for election as directors or to bring
business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally,
to be timely, a shareholder's notice must be received at our principal executive offices not less than 150 days nor more than 180 days before the
date on which we first mailed our proxy materials for the preceding year's annual meeting. Our amended and restated by-laws will also specify
requirements as to the form and content of a shareholder's notice. These provisions may impede shareholder's ability to bring matters before an
annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

    In addition, we intend to enter into a shareholder rights plan by the closing of this offering that makes it more difficult for a third party to
acquire us without the support of our board of directors. See "Description of Capital Stock—Shareholder Rights Plan" for further details.

It may not be possible for our investors to enforce U.S. judgments against us.

     We are incorporated in the Republic of the Marshall Islands, and we expect most of our future subsidiaries will also be organized in the
Marshall Islands. We expect that substantially all of our assets and those of our subsidiaries will be located outside the United States. As a
result, it may be difficult or impossible for United States shareholders to serve process within the United States upon us or to enforce judgment
upon us for civil liabilities in United States courts. In addition, you should not assume that courts in the countries in which we are incorporated
or where our assets are located (1) would enforce judgments of United States courts obtained in actions against us based upon the civil liability
provisions of applicable United States federal and state securities laws or (2) would enforce, in original actions, liabilities against us based upon
these laws.

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Future sales of our Common Stock could cause the market price of our common stock to decline.

      The market price of our Common Stock could decline due to sales of a large number of shares in the market, including sales of shares by
our large shareholders, or the perception that these sales could occur. These sales could also make it more difficult or impossible for us to sell
equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of Common Stock. We intend
to enter into a registration rights agreement with Genco that will entitle it to have all the shares of our common stock that it owns registered for
sale in the public market under the Securities Act.

Purchasers in this offering will experience immediate and substantial dilution of $1.62 per share of Common Stock.

    The assumed initial public offering price per share of Common Stock exceeds the pro forma net tangible book value per share of Common
Stock and Class B Stock, upon completion of this offering. Based on an assumed initial public offering price of $15.00 per share, you will incur
immediate and substantial dilution of $1.62 per share. Please read "Dilution" for a more detailed description of the dilution that you will
experience upon the completion of this offering.

As a key component of our business strategy, we intend to issue additional shares of Common Stock or other securities to finance our
growth. These issuances, which would generally not be subject to shareholder approval, will dilute your ownership interests and may
depress the market price of the Common Stock.

     We plan to finance potential future expansions of our fleet primarily through equity financing and internally generated cash flow.
Therefore, subject to the rules of the New York Stock Exchange, we plan to issue additional shares of Common Stock, and other equity
securities of equal or senior rank, without shareholder approval, in a number of circumstances from time to time.

     The issuance by us of additional shares of Common Stock or other equity securities of equal or senior rank will have the following effects:

     •
            our existing shareholders' proportionate ownership interest in us will decrease;

     •
            the amount of cash available for dividends payable on our common stock may decrease;

     •
            the relative voting strength of each previously outstanding share may be diminished; and

     •
            the market price of our Common Stock may decline.

In addition, if we issue shares of our Common Stock in a future offering at a price per share lower than the price per share in this offering, it
will be dilutive to purchasers of Common Stock in this offering.

There is no existing market for our Common Stock, and we cannot be certain that an active trading market or a specific share price will be
established.

      Prior to this offering, there has been no public market for shares of our Common Stock. We have applied to have our Common Stock
listed on the New York Stock Exchange, under the symbol "BALT." We cannot predict the extent to which investor interest in our company
will lead to the development of an active trading market on the New York Stock Exchange or otherwise or how liquid that market might
become. The initial public offering price for the shares of our Common Stock will be determined by negotiations between us and the
underwriters, and may not be indicative of the price that will prevail in the trading market following this offering. The market price for our
Common Stock may decline below the initial public offering price, and our stock price is likely to be volatile following this offering.

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If the stock price of our Common Stock fluctuates after this offering, you could lose a significant part of your investment.

     The market price of our Common Stock may be influenced by many factors, many of which are beyond our control, including those
described above under "—Risk Factors Related to Our Business and Operations" and the following:

     •
            the failure of securities analysts to publish research about us after this offering, or analysts making changes in their financial
            estimates;

     •
            announcements by us or our competitors of significant contracts, acquisitions or capital commitments;

     •
            variations in quarterly operating results;

     •
            general economic conditions;

     •
            terrorist acts;

     •
            future sales of our Common Stock or other securities; and

     •
            investors' perception of us and the drybulk shipping industry.

     As a result of these factors, investors in our Common Stock may not be able to resell their shares at or above the initial offering price.
These broad market and industry factors may materially reduce the market price of our Common Stock, regardless of our operating
performance.

We have agreed to restrict our ability to issue preferred stock or take other actions that may result in a default under Genco's credit facility,
which may limit how we conduct our business.

      So that Genco may comply with a provision in its existing credit facility, our amended and restated articles of incorporation and the
Omnibus Agreement that we will enter into with Genco will provide that we will not issue any shares of preferred stock without the prior
written consent of Genco. We therefore do not anticipate that we will be able to issue preferred stock for the foreseeable future. As a result, our
options for raising additional capital that we may require for future operations or growth, or our ability to enter into mergers, acquisitions, or
other strategic transactions our shareholders may consider to be in our best interests, may be limited. The Omnibus Agreement will also
provide that we will use our commercially reasonable efforts not to take any action that would result in an event of default under Genco's
existing credit facility or the terms of any future credit facility that Genco may enter into to the extent such terms impose no greater restrictions
on Genco's subsidiaries than its existing credit facility. We may therefore have to take actions or forego opportunities that would otherwise be
in our best interests in order to prevent an event of default under Genco's credit facility. For example, this may restrict, among other things, our
ability to make acquisitions or investments in other companies, our ability to borrow generally, the terms we may enter into in a credit facility
of our own, or our ability to expand our operations into other lines of business.

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                                                  FORWARD-LOOKING STATEMENTS

     Statements included in this prospectus which are not historical facts (including any statements concerning plans and objectives of
management for future operations or economic performance, or assumptions related thereto) are forward-looking statements. In addition, we
and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such
statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business and the markets
in which we operate, as described in this prospectus. In some cases, you can identify the forward-looking statements by the use of words such
as "may," "will," "could," "should," "would," "expect," "plan," "anticipate," "intend," "forecast," "believe," "estimate," "predict," "propose,"
"potential," "continue" or the negative of these terms or other comparable terminology.

     Forward-looking statements appear in a number of places and include statements with respect to, among other things:

     •
            expectations of our ability to pay dividends on our common stock;

     •
            future financial condition or results of operations and future revenues and expenses;

     •
            the repayment of our debt, if any;

     •
            general market conditions and shipping market trends, including charter rates and factors affecting supply and demand;

     •
            expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements;

     •
            planned capital expenditures and the ability to fund capital expenditures from external financing sources;

     •
            the need to establish reserves that would reduce dividends on our common stock;

     •
            future supply of, and demand for, drybulk cargoes;

     •
            changes in demand or rates in the drybulk shipping industry;

     •
            changes in the supply of or demand for drybulk products, generally or in particular regions;

     •
            changes in the supply of drybulk carriers, including newbuilding of vessels or lower than anticipated scrapping of older vessels;

     •
            changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international
            organizations or by individual countries and actions taken by regulatory authorities;

     •
            increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs,
            maintenance and general and administrative expenses;

     •
            the adequacy of our insurance arrangements;
•
    changes in general domestic and international political conditions;

•
    changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things,
    our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures;

•
    the ability to leverage Genco's relationships and reputation in the shipping industry;

•
    the ability to maximize the use of vessels;

                                                               35
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     •
            operating expenses, availability of crew, number of off-hire days, drydocking requirements and insurance costs;

     •
            expected pursuit of strategic opportunities, including the acquisition of vessels and expansion into new markets;

     •
            expected financial flexibility to pursue acquisitions and other expansion opportunities;

     •
            the ability to compete successfully for future chartering and newbuilding opportunities;

     •
            the anticipated incremental general and administrative expenses as a public company and expenses under service agreements with
            other affiliates of Genco;

     •
            the anticipated taxation of our company and distributions to our shareholders;

     •
            the expected lifespan of our vessels;

     •
            the expected demand in the drybulk shipping sector in general and the demand for vessels in particular;

     •
            customers' increasing emphasis on environmental and safety concerns;

     •
            anticipated funds for liquidity needs and the sufficiency of cash flows; and

     •
            our business strategy and other plans and objectives for future operations.

     Forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs
concerning future events impacting us and therefore are subject to a number of risks, uncertainties and assumptions, including those risks
discussed in "Risk Factors" and those risks discussed in other reports we file with the SEC. The risks, uncertainties and assumptions are
inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking
statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

     We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible
for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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                                                               USE OF PROCEEDS

      We expect to receive net proceeds of approximately $225.7 million from the sale of shares of Common Stock offered by this prospectus,
assuming an initial public offering price of $15.00 per share and after deducting assumed underwriting discounts and commissions and
estimated offering expenses payable by us (other than certain expenses to be reimbursed by the underwriters). Based upon the number of shares
of Common Stock offered by us in this offering as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed
initial public offering price of $15.00 per share would increase (decrease) the net proceeds to us from this offering by approximately
$15.2 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us (other than
certain expenses to be reimbursed by the underwriters). Prior to the closing of this offering, Genco, through a wholly-owned subsidiary, will
make a capital contribution to us of $75 million in exchange for shares of our Class B Stock. Amounts which Genco has advanced to us will be
credited against this $75 million. Genco will provide this capital contribution from its existing cash as well as cash from operations.

     We expect to use approximately $284.2 million of the net proceeds from this offering and the capital contribution from Genco to acquire
the six vessels comprising our initial fleet, and will use the remainder of these amounts for working capital and general corporate purposes,
which may include future vessel purchases.

     To the extent we cannot complete the purchase of the vessels intended to comprise our initial fleet, we may use the proceeds of this
offering to purchase other vessels or for general corporate purposes. In particular, certain events may arise which could result in us not taking
delivery of a vessel, such as a total loss of a vessel, a constructive total loss of a vessel, or substantial damage to a vessel prior to its delivery.
We refer you to "Risk Factors" on the beginning on page 9.

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                                                              CAPITALIZATION

     The following unaudited table sets forth our capitalization at December 31, 2009, on an actual basis and as adjusted to give effect to (i) the
sale of the Common Stock we are offering after deduction of estimated expenses related to this offering and the assumed underwriting
discounts and commissions and other fees to the underwriters, (ii) the capital contribution by Genco Investments LLC to us of $75 million prior
to the closing of this offering, and (iii) the grant of 466,000 restricted shares to be issued as incentive compensation to our Chairman and our
President and Chief Financial Officer under our 2010 Equity Incentive Plan (assuming, as to (i) and (ii) above, an offering price of
approximately $15.00 per share of Common Stock, an underwriting discount of 6.5%, a cash fee payable to Dahlman Rose & Company LLC
equal to 1% of the gross proceeds of this offering for certain financial advisory services in connection with this offering, a purchase price of
$13.16 per share of Class B Stock paid by Genco Investments LLC, the underwriters' reimbursement of certain of our offering expenses and no
exercise of the over-allotment option):

                                                                                                   As of December 31, 2009
                                                                                              Actual               As Adjusted
              Capital stock, par value $0.01 per share: 100 shares authorized; 100
                and 0 shares issued and outstanding actual and as adjusted,
                respectively (1)                                                         $             1     $                   —
              Common Stock, par value $0.01 per share: 500,000,000 shares
                authorized; 0 and 16,766,000 shares issued and outstanding actual
                and as adjusted, respectively                                                         —                    167,660
              Class B Stock, par value $0.01 per share: 100,000,000 shares
                authorized; 0 and 5,699,088 shares issued and outstanding actual
                and as adjusted, respectively                                                        —                     56,991
              Paid-in capital                                                                        —                300,455,349
              Accumulated deficit                                                               (15,820 )                 (15,820 )

              Total shareholders' (deficit) equity                                       $      (15,819 )    $        300,664,180

              Total capitalization                                                       $      (15,819 )    $        300,664,180



              (1)

                      Issued to Genco Investments LLC in connection with our incorporation. Genco Investments LLC will surrender these
                      shares in connection in connection with its subscription for Class B Stock prior to the closing of this offering.

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                                                                    DILUTION

     Dilution is the amount by which the offering price per share of Common Stock will exceed the net tangible book value per share of our
Common Stock and Class B Stock after this offering. Assuming an initial public offering price of $15.00 per share of Common Stock, on a pro
forma basis as of December 31, 2009, after giving effect to this offering of Common Stock, the application of the net proceeds in the manner
described under "Use of Proceeds" and the formation and contribution transactions related to this offering, our pro forma net tangible book
value would have been $300,664,180, or $13.38 per share. Purchasers of our Common Stock in this offering will experience substantial and
immediate dilution in net tangible book value per share, as illustrated in the following table.

              Assumed initial public offering price per share of Common Stock                                            $     15.00

              Pro forma net tangible book value per share before this offering (1)                                             12.16
              Increase in net tangible book value per share attributable to purchasers in this
                offering                                                                                                           1.22

              Less: Pro forma net tangible book value per share after this offering (2)                                        13.38

              Immediate dilution in net tangible book value per share to purchasers in this
                offering                                                                                                 $         1.62



              (1)

                     Determined by dividing the 5,699,088 shares of our Class B Stock to be issued to Genco Investments LLC, a
                     wholly-owned subsidiary of Genco, for its contribution of $75,000,000 to us and the 466,000 restricted shares to be
                     granted to our Chairman and our President and Chief Financial Officer under the 2010 Equity Incentive Plan in
                     connection with the pricing of this offering, into the net tangible book value of the contributed assets.

              (2)


                     Determined by dividing the total number of shares of Common Stock and Class B Stock (5,699,088 shares of Class B
                     Stock and 16,766,000 shares of Common Stock) to be outstanding after this offering, including 466,000 restricted shares
                     to be granted to our Chairman and our President and Chief Financial Officer under the 2010 Equity Incentive Plan in
                     connection with the pricing of this offering, into our pro forma net tangible book value, after giving effect to the
                     application of the net proceeds of this offering.

     The following table sets forth, on a pro forma basis as of December 31, 2009, the number of shares of Common Stock that we will issue
and the total consideration contributed or paid to us by the purchasers of Common Stock in this offering or Class B Stock upon consummation
of the transactions contemplated by this prospectus.

      Genco will only acquire Class B Stock prior to the consummation of this offering, and new investors will only acquire Common Stock in
this offering.

                                                            Shares Acquired                          Total Consideration
                                                         Number             Percent              Amount                  Percent
              Genco Shipping & Trading
                Limited (1)                                5,699,088           25.37 % $           75,000,000                  23.47 %
              Restricted share grants to our
                Chairman and our President
                and Chief Financial Officer
                under our 2010 Equity
                Incentive Plan                               466,000            2.07                        0                      0
              New investors                               16,300,000           72.56              244,500,000                  76.53



              (1)

                     Consists of shares of Class B Stock owned by Genco through its wholly-owned subsidiary, Genco Investments LLC.

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                                   OUR DIVIDEND POLICY AND RESTRICTIONS ON DIVIDENDS

      You should read the following discussion of our dividend policy and restrictions on dividends in conjunction with specific assumptions
included in this section. In addition, you should read "Forward-Looking Statements" and "Risk Factors" for information regarding statements
that do not relate strictly to historical or current facts and certain risks inherent in our business.

Our Dividend Policy

     Our dividend policy reflects a basic judgment that our shareholders will be better served by our distributing our Cash Available for
Distribution rather than retaining it. We believe that we will generally finance any capital expenditures relating to vessel acquisitions from
external financing sources rather than cash flows from operations.

     We intend to adopt a dividend policy to pay a variable quarterly dividend equal to our Cash Available for Distribution, during the previous
quarter, subject to any reserves our board of directors may from time to time determine are required. Dividends will be paid equally on a
per-share basis between our Common Stock and our Class B Stock. Cash Available for Distribution represents our net income less cash
expenditures for capital items related to our fleet, such as drydocking or special surveys, other than vessel acquisitions and related expenses,
plus non-cash compensation. For purposes of calculating Cash Available for Distribution, we may disregard non-cash adjustments to our net
income, such as those that would result from acquiring a vessel subject to a charter that was above or below market rates. We intend to pay
dividends on a quarterly basis.

     The following table illustrates the calculation of Cash Available for Distribution (non-cash adjustments we may disregard are not
included):

                            Net Income
                            Less Fleet Related Capital Maintenance Expenditures
                            Plus Non-Cash Compensation

                            Cash Available for Distribution

Limitations on Dividends and Our Ability to Change Our Dividend Policy

     There is no guarantee that our shareholders will receive quarterly dividends from us. Our dividend policy may be changed at any time by
our board of directors and is subject to certain restrictions, including:

     •
            Our shareholders have no contractual or other legal right to receive dividends.

     •
            Our board of directors has authority to establish reserves for the prudent conduct of our business, after giving effect to contingent
            liabilities, the terms of any credit facilities we may enter into, our other cash needs and the requirements of Marshall Islands law.
            The establishment of these reserves could result in a reduction in dividends to you. We do not anticipate the need for reserves at
            this time.

     •
            Our board of directors may modify or terminate our dividend policy at any time. Even if our dividend policy is not modified or
            revoked, the amount of dividends we pay under our dividend policy and the decision to pay any dividend is determined by our
            board of directors.

     •
            Marshall Islands law generally prohibits the payment of a dividend when a company is insolvent or would be rendered insolvent by
            the payment of such a dividend or when the declaration or payment would be contrary to any restriction contained in the
            company's articles of incorporation. Dividends may be declared and paid out of surplus only, but if there is no surplus, dividends
            may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year.

                                                                       40
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     •
            We may lack sufficient cash to pay dividends due to decreases in net voyage revenues or increases in operating expenses, principal
            and interest payments on outstanding debt, tax expenses, working capital requirements, capital expenditures or other anticipated or
            unanticipated cash needs.

     •
            Our dividend policy may be affected by restrictions on distributions under any credit facilities we may enter into, which contain
            material financial tests and covenants that must be satisfied. If we are unable to satisfy these restrictions included in the credit
            facilities or if we are otherwise in default under the facilities, we would be prohibited from making cash distributions to you,
            notwithstanding our stated cash dividend policy.

     •
            While we intend that future acquisitions to expand our fleet will enhance our ability to pay dividends over time, acquisitions could
            limit our Cash Available for Distribution.

     Our ability to make distributions to our shareholders will depend upon the performance of subsidiaries we will form to own and operate
vessels, which are our principal cash-generating assets, and their ability to distribute funds to us. The ability of our ship-owning or other
subsidiaries to make distributions to us may be restricted by, among other things, the provisions of future indebtedness, applicable corporate or
limited liability company laws and other laws and regulations.

      We have no operating history upon which to rely as to whether we will have sufficient cash available to pay dividends on our common
stock. In addition, the drybulk vessel spot charter market is highly volatile, and we cannot accurately predict the amount of cash distributions, if
any, that we may make in any period. Factors beyond our control may affect the charter market for our vessels, our charterers' ability to satisfy
their contractual obligations to us, and our voyage and operating expenses. Until we acquire vessels and deploy them on charters, we will not
generate cash from operations for dividends. Accordingly, it may take substantial time following the closing of this offering before it would be
possible for us to pay any dividends.

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                                                           SELECTED FINANCIAL DATA

    We were incorporated on October 6, 2009 and have no vessel operating history. The following financial information as of December 31,
2009 has been derived from our audited financial statements which are included elsewhere in this prospectus. The information provided below
should be read in conjunction with the accompanying financial statements and the related notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Income Statement Data

    For the period October 6, 2009 (Date of Inception) through December 31, 2009:

             Revenues                                                                                        $             —

             Operating expenses:
               General and administrative expenses                                                                   15,820

                Total operating expenses                                                                             15,820
             Operating loss                                                                                         (15,820 )

             Net loss                                                                                        $      (15,820 )
             Net loss per share—basic and diluted                                                            $      (158.20 )


Balance Sheet Data

                                                                                                            As of
                                                                                                       December 31, 2009
             Assets
             Current assets:
               Cash and cash equivalents                                                           $                       1

             Total current assets                                                                                          1

             Noncurrent Assets:
               Deferred registration costs                                                                          834,109

             Total noncurrent assets                                                                                834,109

             Total assets                                                                          $                834,110

             Liabilities and Shareholder's Deficit
             Current liabilities:
               Due to parent                                                                       $                849,929

             Total current liabilities                                                                              849,929

             Total liabilities                                                                                      849,929
             Commitments and contingencies
             Shareholder's deficit:
               Capital stock, par value $0.01; 100 shares authorized; issued and outstanding at
                  December 31, 2009                                                                                       1
               Accumulated deficit                                                                                  (15,820 )

             Total shareholder's deficit                                                                            (15,819 )

             Total liabilities and shareholder's deficit                                           $                834,110


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                                         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      You should read the following discussion in conjunction with the audited financial statements and related notes of Baltic Trading Limited
included elsewhere in this prospectus. The financial statements have been prepared in accordance with GAAP and are presented in U.S.
Dollars unless otherwise indicated.

      This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to
risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or
implied by such forward-looking statements. For a discussion of some of those risks and uncertainties, see the sections entitled
"Forward-Looking Statements" and "Risk Factors."

Overview

     We are a Marshall Islands corporation recently formed to own and employ drybulk vessels in the spot market. We will employ a
chartering strategy intended to maximize cash flow from our vessels through trading in the spot market, on spot market-related time charters
known as trip charters, or in vessel pools trading in the spot market. We anticipate opportunities to grow our fleet through acquisitions of
existing vessels from other parties as well as newbuildings.

Future Results of Operations

     Baltic Trading Limited is a newly formed company and, accordingly, has no results of operations as of the date of this prospectus. We do
not expect to have any revenues until we acquire at least one vessel and commence a charter for such vessel, after which time our revenues will
consist primarily of charterhire. Our ongoing cash expenses are expected to consist of fees and reimbursements under our Management
Agreement and other expenses directly related to the operation of our vessels and certain administrative expenses. We do not expect to have
any income tax liabilities in the Marshall Islands but may be subject to tax in the United States on revenues derived from voyages that either
begin or end in the United States. See "Tax Considerations."

     We expect that our financial results will be largely driven by the following factors:

     •
            the number of vessels in our fleet and their charter rates;

     •
            the number of days that our vessels are utilized and not subject to drydocking, special surveys or otherwise off-hire; and

     •
            our ability to control our fixed and variable expenses, including our ship management fees, our operating costs and our general,
            administrative and other expenses, including insurance. Operating costs may vary from month to month depending on a number of
            factors, including the timing of purchases of lube oil, crew changes and delivery of spare parts.

Expenses for the Year Ended December 31, 2009

     Since our formation through December 31, 2009, we have incurred $834,109 in costs related to this offering and an additional $15,820 in
costs related to our formation and inspections for the potential purchase of vessels, all of which expenses have been paid by Genco. We plan to
reimburse Genco for all of these expenditures from the proceeds of this offering upon its consummation. However, if we were to abort or
significantly delay our offering, the costs related to this offering will be charged to our income statement instead of being offset against the
proceeds of this offering.

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Lack of Historical Operating Data for Vessels before Their Acquisition

      Consistent with shipping industry practice, we have not been able obtain the historical operating data for the four Supramax vessels we
have agreed to purchase from the sellers, in part because that information is not material to our decision to acquire such vessels. These four
vessels have been sold under a standardized agreement, which, among other things, provides us with the right to inspect the vessel and the
vessel's classification society records. The standard agreement does not give us the right to inspect, or receive copies of, the historical operating
data of the vessel. Accordingly, such information was not available to us. Prior to the delivery of a purchased vessel, the seller typically
removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management
agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by
its flag state following a change in ownership. Additionally, the two newbuilding Capesize vessels we have agreed to purchase have not yet
begun operations and as such have no historical operating data.

     In addition, and consistent with shipping industry practice, we will treat the acquisition of these six vessels from unaffiliated third parties
as the acquisition of an asset rather than a business. Five of these vessels will be purchased free of charter. Where a vessel has been under a
voyage charter, the vessel is delivered to the buyer free of charter, and it is rare in the shipping industry for the last charterer of the vessel in the
hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. One vessel we have agreed to purchase is currently
employed on a short term time charter. We have the option to take delivery of the vessel with the associated time charter or to take delivery of
the vessel after expiration of the time charter. Consistent with shipping industry practice, if we wish to take delivery of this vessel with the
associated time charter, such delivery is subject to the charterer's consent and we will be required to enter into a separate direct agreement with
the charterer to assume the time charter. The purchase of a vessel itself does not generally transfer the charter, because it is a separate service
agreement between the vessel owner and the charterer.

   When we purchase a vessel and assume or renegotiate a related charter, we must take the following steps before the vessel will be ready to
commence operations:

     •
             obtain the charterer's consent to us as the new owner;

     •
             obtain the charterer's consent to a new technical manager;

     •
             obtain the charterer's consent to a new flag for the vessel;

     •
             arrange for a new crew for the vessel;

     •
             replace all hired equipment on board, such as gas cylinders and communication equipment;

     •
             negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

     •
             register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag
             state;

     •
             implement a new planned maintenance program for the vessel; and

     •
             ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the
             flag state.

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    The following discussion is intended to help you understand how acquisitions of vessels would affect our business and results of
operations:

    Our business will be comprised of the following main elements:

    •
            employment and operation of our vessels; and

    •
            management of the financial, general and administrative elements involved in the conduct of our business and ownership of our
            vessels.

    The employment and operation of our vessels will require the following main components:

    •
            vessel maintenance and repair;

    •
            crew selection and training;

    •
            vessel spares and stores supply;

    •
            contingency response planning;

    •
            onboard safety procedures auditing;

    •
            accounting;

    •
            vessel insurance arrangement;

    •
            vessel chartering;

    •
            vessel hire management;

    •
            vessel surveying; and

    •
            vessel performance monitoring.

      The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels
will require the following main components:

    •
            management of our financial resources, including banking relationships, such as the administration of bank loans and bank
            accounts;

    •
            management of our accounting system and records and financial reporting;

    •
            administration of the legal and regulatory requirements affecting our business and assets; and

    •
            management of the relationships with our service providers and customers.

    The principal factors that will affect our profitability, cash flows and shareholders' return on investment include:

    •
            rates and periods of charter hire;

    •
            levels of vessel operating expenses;

    •
            depreciation expenses;

    •
            financing costs;

    •
            capital expenditures; and

    •
            fluctuations in foreign exchange rates.

Voyage Revenues

     Voyage revenues are driven primarily by the number of vessels that we will have in our fleet, the number of calendar days during which
our vessels will generate revenues and the amount of daily charter

                                                                       45
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hire that our vessels will earn under charters. These, in turn, are affected by a number of factors, including our decisions relating to vessel
acquisitions and disposals, the amount of time that we will spend positioning our vessels, the amount of time that our vessels will spend in
drydock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand
in the drybulk carrier market and other factors affecting spot market charter rates for our vessels.

    Vessels operating in the spot charter market generate revenues that are less predictable than those operating on time charters but may
enable us to capture increased profit margins during periods of improvements in charter rates. Conversely, by operating in the spot charter
market, we will be exposed to the risk of declining charter rates, which may have a materially adverse impact on our financial performance.

Plan of Operation

     Our plan of operation for the remainder of 2010 is to:

     •
            Seek to acquire our initial fleet of six vessels, using proceeds from this offering and the $75 million capital contribution from
            Genco, through a wholly-owned subsidiary.

     •
            Seek to complete entry into a into a revolving credit facility to provide, among other things, for bridge financing for potential
            vessel acquisitions.

     •
            Hire personnel as needed to support our operations.

Given the price ranges of the types of vessels we plan to acquire, we believe that the proceeds from this offering will satisfy our cash
requirements during this period. We do not believe it will be necessary in the six months after the closing of this offering to raise additional
funds to meet expenditures for operating our business.

Time Charter Equivalent (TCE)

      A standard maritime industry performance measure is the daily time charter equivalent, or daily TCE. Daily TCE revenues are voyage
revenues minus voyage expenses divided by the number of calendar days during the relevant time period. Voyage expenses primarily consist of
port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as
commissions. We believe that the daily TCE neutralizes the variability created by unique costs associated with particular voyages or the
employment of vessels on time charter or on the spot market and presents a more accurate representation of the revenues generated by our
vessels.

Vessel Operating Expenses

      Our vessel operating expenses will include crew wages and related costs, the cost of insurance, expenses relating to repairs and
maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. We anticipate
that our vessel operating expenses, which generally represent fixed costs, will increase as we add vessels to our fleet. Other factors beyond our
control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for
insurance and crew wages, may also cause these expenses to increase.

Voyage Expenses

     To the extent we operate our vessels on voyage charters in the spot market, we will be responsible for all voyage expenses. Voyage
expenses are all expenses unique to a particular voyage, including any bunker fuel expenses, port fees, cargo loading and unloading expenses,
canal tolls, agency fees and commissions. We expect that our voyage expenses will vary depending on the number of vessels in our fleet and
the extent to which we enter into voyage charters in the spot market as opposed to trip charters or vessel pools, in which we would not be
responsible for voyage expenses. See "Business—Our Charters—Chartering Strategy" for a description of the types of arrangements we may
make for our vessels.

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Depreciation and Amortization

     We will depreciate our vessels on a straight-line basis over their estimated useful lives, which we expect to be approximately 25 years
from the date of their initial delivery from the shipyard, based on the types of vessels we plan to purchase. Depreciation is based on cost less
estimated residual value. We will defer the total costs associated with a drydocking and amortize these costs on a straight-line basis over the
period to the next scheduled drydocking.

General and Administrative Expenses

     Our general and administrative expenses will include fees payable under our Management Agreement with Genco, directors' fees, office
rent, travel, communications, insurance, legal, auditing, investor relations and other professional expenses. We expect our general and
administrative expenses to range from $1.5 million to $2.0 million for our first twelve months of operations, excluding non-cash compensation,
and expect to utilize cash of approximately $125,000 to $170,000 per month for these expenses.

Liquidity and Capital Resources

     Our primary initial sources of capital will be the capital contribution by Genco, through Genco Investments LLC, of $75 million for
5,699,088 shares of our Class B Stock and the net proceeds from this offering of our Common Stock, which are expected to be approximately
$225.7 million after deduction of the underwriting discount and commissions. We will require capital to fund ongoing operations, acquisitions
and potential debt service, for which we expect the main sources to be cash flow from operations and equity offerings. We plan to finance
potential future expansions of our fleet primarily through equity financing, which we expect will mainly consist of issuances of additional
shares of our Common Stock, and internally generated cash flow.

     We intend to enter into a commitment letter with Nordea Bank Finland plc, acting through its New York branch, for a $100 million senior
secured revolving credit facility in the near future. Under the terms of the commitment letter, the credit facility would have a maturity date of
four years after the date on which definitive documentation for the facility is executed, and borrowings under the facility would bear interest at
LIBOR plus an applicable margin of 3.25% per annum. A commitment fee of 1.25% per annum is payable on the unused daily portion of the
credit facility, which begins accruing on the earlier of March 14, 2010 and the date on which we enter into definitive documentation for the
credit facility. We intend to use the credit facility primarily for bridge financing for future vessel acquisitions. In addition, pursuant to the
commitment letter, borrowings of up to $25 million under the facility will be available for working capital purposes. Borrowings except those
for working capital purposes are to be repaid with proceeds from follow-on equity offerings or otherwise within twelve months from
drawdown. Borrowings not repaid within such twelve months will be converted into term loans and repaid in equal monthly installments over
the subsequent twelve-month period. All amounts outstanding must be repaid in full on the credit facility's maturity date. We do not anticipate
that borrowings under this facility would be used to satisfy our long-term capital needs. Borrowings under the credit facility will be secured by
liens on our initial vessels and other related assets. Our subsidiaries, which may at any time own one or more of our initial vessels, will act as
guarantors under the credit facility.

      The credit facility will require us to comply with a number of covenants, including financial covenants related to liquidity, consolidated
net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate
insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the initial vessels;
restrictions on consolidations, mergers or sales of assets; prohibitions on changes in the Manager of our initial vessels; limitations on changes
to our Management Agreement with Genco; limitations on liens; limitations on additional indebtedness; prohibitions on paying dividends if an
event of default has occurred

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or would occur as a result of payment of a dividend; prohibitions on transactions with affiliates; and other customary covenants.

      We expect to enter into the credit facility after the closing of this offering. Our entry into the credit facility will be subject to our
completion of this offering with gross proceeds to us of at least $150 million, a concurrent capital contribution to us of $75 million by Genco,
through a wholly-owned subsidiary, and customary conditions and documentation, including payment of an upfront fee. Availability of the
credit facility will be subject to our acquisition of at least five drybulk carriers that are between 25,000 and 180,000 dwt and no greater than ten
years in age at the time of acquisition for a minimum aggregate purchase price of $225 million, and other conditions and documentation
relating to the collateral securing the facility.

    Our business will be capital intensive, and its future success will depend on our ability to maintain a high-quality fleet through the
acquisition of newer drybulk vessels and the selective sale of older drybulk vessels. These acquisitions will be principally subject to
management's expectation of future market conditions as well as our ability to acquire drybulk vessels on favorable terms.

     Our dividend policy will also impact our future liquidity position. We currently intend to pay a variable quarterly dividend equal to our
Cash Available for Distribution from the previous quarter, subject to any reserves the board of directors may from time to time determine are
required. These reserves may cover, among other things, drydocking, repairs, claims, liabilities and other obligations, debt amortization,
acquisitions of additional assets and working capital.

Contractual Obligations

      On February 19, 2010, we entered into agreements with subsidiaries of an unaffiliated third-party seller under which we agreed to
purchase four 2009 built Supramax drybulk vessels for an aggregate price of approximately $140.0 million. One of the vessels under these
agreements is currently employed under a short term time charter with a maximum expiration date of August 2010 at a rate of $19,750 per day
minus a 3.75% third-party commission. We have the option to take delivery of this vessel with the associated time charter contract (upon
approval from the charterer) or take delivery of the vessel after expiration of the time charter. On February 22, 2010, we also entered into
agreements with subsidiaries of another unaffiliated third-party seller under which we agreed to purchase two newbuilding Capesize drybulk
vessels for an aggregate price of approximately $144.2 million. Our obligations under each of these agreements are subject to the completion of
this offering on or prior to March 16, 2010. In the event this offering is not completed by such date, either party may terminate the agreement.
All of the purchases are also subject to customary additional documentation and closing conditions. We expect the vessels to be delivered
between April and October 2010. We intend to finance these vessels using the net proceeds from this offering as well as the sale of shares of
our Class B Stock to Genco. Following our execution of these agreements, we paid cumulative deposits of $35.5 million to the aforementioned
parties using funds advanced by Genco, which will be credited towards the purchase price for our Class B Stock.

Consolidation

    We expect that we will continue to be consolidated into Genco's financial statements following the closing of this offering. Accordingly,
we plan to conform to Genco's accounting principles in our financial statements.

Critical Accounting Policies

     Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results
under different assumptions and conditions. We have described below what we believe will be our most critical accounting policies that will
involve a high degree of judgment and the methods of their application upon the acquisition of our fleet.

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     Vessel acquisitions. When we enter into an acquisition transaction, we will determine whether the acquisition transaction was the
purchase of an asset or a business based on the facts and circumstances of the transaction. As is customary in the shipping industry, the
purchase of a vessel is normally treated as a purchase of an asset as the historical operating data for the vessel is not reviewed nor is material to
our decision to make such acquisition.

      If a vessel is acquired with an existing time charter, we allocate the purchase price of the vessel and the time charter based on, among
other things, vessel market valuations and the present value (using an interest rate which reflects the risks associated with the acquired charters)
of the difference between (i) the contractual amounts to be paid pursuant to the charter terms and (ii) management's estimate of the fair market
charter rate, measured over a period equal to the remaining term of the charter. The capitalized above-market (assets) and below-market
(liabilities) charters are amortized as a reduction or increase, respectively, to voyage revenues over the remaining term of the charter.

     Recognition of revenues and voyage and vessel operating expenses. Revenues will be generated from the hire that we will receive
under charters. We will generally record charter revenues over the term of the charter as service is provided. In spot charters, operating costs
including crews, maintenance and insurance, fuel, and port charges are typically paid by the owner of the vessel. There are certain other
non-specified voyage expenses which will be borne by us. We will recognize voyage expenses and vessel operating expenses when incurred.

    Due from charterers, net. Due from charterers, net will include accounts receivable from charters net of the provision for doubtful
accounts. At each balance sheet date, we plan to establish the provision based on a review of all outstanding charter receivables.

     Our revenue will be based on contracted charterparties. However, there is always the possibility of dispute over terms and payment of
hires and freights. In particular, disagreements may arise as to the responsibility of lost time and revenue due to us as a result. Accordingly, we
will periodically assess the recoverability of amounts outstanding and estimate a provision if there is a possibility of non-recoverability.

     Depreciation. We expect to record the value of our vessels at their cost (which includes acquisition costs directly attributable to the
vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We will depreciate our drybulk vessels
on a straight-line basis over their estimated useful lives, expected to be approximately 25 years from the date of initial delivery from the
shipyard, based on the types of vessels we plan to purchase. Depreciation is based on cost less the estimated residual scrap value. Based on the
current market and the types of vessels we plan to purchase, we expect the residual values of our vessels will be based upon a value of
approximately $175 per lightweight ton. An increase in the useful life of a drybulk vessel or in its residual value would have the effect of
decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of a drybulk vessel or in its residual
value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations over the ability of a
vessel to trade on a worldwide basis, we will adjust the vessel's useful life to end at the date such regulations preclude such vessel's further
commercial use.

     Deferred drydocking costs. We expect our vessels will be required to be drydocked approximately every 30 to 60 months for major
repairs and maintenance that cannot be performed while the vessels are operating. We defer the costs associated with drydockings as they occur
and amortize these costs on a straight-line basis over the period between drydockings. Deferred drydocking costs will include actual costs
incurred at the drydock yard; cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise; and the cost of
hiring a third party to oversee the drydocking.

    Impairment of long-lived assets.     We will record impairment losses on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be

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generated by those assets are less than their carrying amounts. In the evaluation of the fair value and future benefits of long-lived assets, we
will perform an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the
related asset exceeds the undiscounted cash flows, the carrying value will be reduced to its fair value. Various factors including anticipated
future charter rates, estimated scrap values, future drydocking costs and estimated vessel operating costs, will be included in this analysis.

Off-Balance Sheet Arrangements

     We currently do not have any off-balance sheet arrangements.

Inflation

     We expect that inflation will have only a moderate effect on our expenses under current economic conditions. In the event that significant
global inflationary pressures appear, these pressures would increase our operating, voyage, general and administrative, and financing costs.
However, we expect our costs to increase based on the anticipated increased costs for crewing, lube oil, and bunkers.

                                                                      50
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                           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

      The international shipping industry is a capital intensive industry, requiring significant amounts of investment. We intend to enter into a
revolving credit facility that will provide us with bridge financing for potential vessel acquisitions. Our interest expense under any such credit
facility will be affected by changes in the general level of interest rates. Increasing interest rates could adversely impact our future earnings.

Currency and exchange rates risk

     The international shipping industry's functional currency is the U.S. Dollar. We expect that virtually all of our revenues and most of our
operating costs will be in U.S. Dollars. We expect to incur certain operating expenses in currencies other than the U.S. dollar, and we expect
the foreign exchange risk associated with these operating expenses to be immaterial.

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                                       THE INTERNATIONAL DRYBULK SHIPPING INDUSTRY

      All the information and data presented in this section, including the analysis of the various sectors of the drybulk shipping industry, has
been provided by Drewry. Drewry has advised that the statistical and graphical information contained herein is drawn from its database and
other sources. In connection therewith, Drewry has advised that: (a) certain information in Drewry's database is derived from estimates or
subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in
Drewry's database; (c) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it
to be accurate and correct, data compilation is subject to limited audit and validation procedures.

Industry Overview

     The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient, and
often the only, method of transporting large volumes of basic commodities and finished products. In 2009, approximately 4.7 billion tons of dry
cargo was transported by sea, which represents approximately 60% of total global seaborne trade. Drybulk cargo is cargo that is shipped in
large quantities and can be easily stowed in a single hold with little risk of cargo damage. Drybulk cargo is generally categorized as either
major drybulk or minor drybulk. Major drybulk cargo constitutes the vast majority of drybulk cargo by weight, and includes, among other
things, iron ore, coal and grain. Minor drybulk cargo includes products such as agricultural products (other than grain), mineral cargoes,
cement, forest products and steel products and represents the balance of the drybulk industry. Other drybulk cargo is categorized as container
cargo, which is shipped in 20- or 40- foot containers and includes a wide variety of either finished products, or non-container cargo, which
includes other drybulk cargoes that cannot be shipped in a container due to size, weight or handling requirements, such as large manufacturing
equipment or large industrial vehicles. The balance of seaborne trade involves the transport of liquids or gases in tanker vessels and includes
products such as oil, refined oil products and chemicals.

     The following table presents the breakdown of global seaborne trade by type of cargo in 2000 and 2009.

                                                    World Seaborne Trade: 2000 & 2009

                                                                  Trade—
                                                                 Million Tons
                                                                                                            % Total Trade
                                                                                         CAGR (1)
                                                                                         2000-09
                                                                                           %
                                                              2000          2009p                         2000          2009
              Dry Cargo
                Major Bulks                                    1,249            1,894            4.7         21.2            24.0
                Coal                                             539              753            3.8          9.1             9.5
                Iron Ore                                         489              928            7.4          8.3            11.8
                Grain                                            221              213           -0.4          3.7             2.7
                Minor Bulks                                      901            1,076            2.0         15.3            13.6
                Total Drybulk                                  2,150            2,970            3.7         36.5            37.7
                Container Cargo                                  620            1,183            7.4         10.5            15.0
                Non Container/General Cargo                      720              590           -2.2         12.2             7.5
              Total Dry Cargo                                  3,490            4,742            3.5         59.2            60.1

              Liquid Cargo                                     2,408            3,145               3.0      40.8            39.9

              Total Seaborne Trade                             5,898            7,887               3.3    100.0            100.0


              (1)

                      Compound annual growth rate

              P=provisional

                                                                Source: Drewry

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     In 2009, in line with the downturn in the world economy the volume of seaborne trade in some of the major commodity groups has
declined from the levels achieved in 2008.

Drybulk Trade

    Drybulk trade is influenced by the underlying demand for the drybulk commodities which, in turn, is influenced by the level of worldwide
economic activity. Generally, growth in gross domestic product, or GDP, and industrial production correlate with peaks in demand for marine
drybulk transportation services. The following chart demonstrates the change in world drybulk trade between 2000 and 2009.

                                               Drybulk Trade Development: 2000 to 2009
                                                            (Million Tons)




                    P=provisional

                                                              Source: Drewry

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     Historically, certain economies have acted as the primary drivers of drybulk trade. In the 1990s, Japan was the driving force of increases
in ton-miles, when buoyant Japanese industrial production stimulated demand for imported drybulk commodities. More recently, China and, to
a lesser extent, India have been the main drivers behind the recent increase in seaborne drybulk trade, as high levels of economic growth have
generated increased demand for imported raw materials. The downturn in economic activity in 2009 has obviously had a negative impact on
world trade; however, the economic stimulus packages announced by several countries (see chart below) have had a positive effect.

    The following chart illustrates economic stimulus packages instituted since November 2008.

                                                          Economic Stimulus Packages
                                                                (US$ Billions)




                                                                   Source: Drewry

    The following table illustrates China's and India's gross domestic product growth rates compared to those of the United States, Europe,
Japan and the world during the periods indicated, with a provisional assessment for 2009.

                                                         Real GDP Growth: 2000 to 2009
                                                            (% change previous period)

                           GDP            2000    2001      2002      2003    2004    2005     2006     2007     2008     2009p
                           Global
                             Econom
                             y              4.8    2.4        3.0       4.1     5.3     4.4      4.9      5.0       2.8     -1.1
                           USA              3.8    0.3        1.6       2.7     3.9     3.1      2.7      2.1       0.4     -2.5
                           Europe           3.4    1.7        1.1       1.1     2.1     1.8      3.1      2.7       0.6     -4.0
                           Japan            2.8    0.4       -0.3       1.8     2.7     1.9      2.0      2.4      -1.2     -5.4
                           China            8.0    7.5        8.3      10.0    10.1    10.4     11.6     13.0       9.6      8.7
                           India            5.1    4.4        4.7       7.4     7.0     9.1      9.9      9.3       7.5      6.0

P=provisional

                                                                   Source: Drewry

                                                                        54
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    The impact of the rapid expansion of Asian economies on drybulk trade growth can be seen below. In the 1990s, the average CAGR in
seaborne trade was 2.8%, but in the period 2000-2009, the average annual rate jumped to 3.7%.

                                               Drybulk Trade*—Growth Rates by Period
                                                           (CAGR—Percent)




*
       Based on tons

                                                              Source: Drewry

    The following is an overview of changes in seaborne trade in major and minor bulk cargoes in the period 2000 to 2009.

                                                  Drybulk Seaborne Trade: 2000 to 2009
                                                              (Million Tons)


                                                      2000    2001        2002     2003      2004       2005      2006      2007    2008
                                       Coal             539      587        590      619        650       675        769      833     830
                                       Iron Ore         489      503        544      580        644       715        759      823     886
                                       Grain            221      213        210      211        208       212        221      228     235
                                       Minor
                                         Bulks          901      890        900       957     1,025     1,000      1,035    1,075   1,087
                                       Total          2,150    2,193      2,244     2,367     2,526     2,602      2,783    2,958   3,037

             (1)

                       Compound annual growth rate.

             P=provisional

                                                              Source: Drewry

                                                                     55
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     Coal

    Asia's rapid industrial development has contributed to strong demand for coal, which accounted for roughly a third of the total growth of
seaborne drybulk trade between 2000 and 2009. Coal is divided into two main categories: thermal (or steam) and coking (or metallurgical).
Thermal coal is used mainly for power generation, whereas coking coal is used to produce coke to feed blast furnaces in the production of steel.
Chinese and Indian electricity consumption has grown at a rapid pace. In the case of China, the increase since 2004 has been at a CAGR of
16%. As the chart below shows, China is now the second largest consumer of electricity in the world. Generally speaking, highly populated
developing economies have low per capita electricity consumption.


                                                     2008 World Electricity Consumption
                                                                (TW-h/Year)




                                                                 Source: Drewry

     Expansion in air-conditioned office and factory space, along with industrial use, has increased demand for electricity, of which nearly half
is generated from coal-fired plants, thus increasing demand for thermal coal. In addition, Japan's domestic nuclear power generating industry
has suffered from safety problems in recent years, leading to increased demand for oil, gas and coal-fired power generation. Furthermore, the
high cost of oil and gas has led to increasing development of coal-fired electricity plants around the world, especially in Asia. Future prospects
are heavily tied to the steel industry. Coking coal is of higher quality than thermal coal (i.e. more carbon and fewer impurities) and its price is
both higher and more volatile.

    The following chart illustrates trends in the Chinese coal trade in recent years. From January to December 2009, China's coal imports
exceeded 126.6 million tons, a year-on-year increase of approximately 310%.


                                                               Chinese Coal Trade
                                                                (Thousand Tons)




                                                                 Source: Drewry

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     Increases in steam coal demand have been significant, as both developed and developing nations require increasing amounts of electric
power. The main exporters of coal are Australia, South Africa, Russia, Indonesia, United States, Colombia and Canada. The main importers of
coal are Europe, Japan, South Korea, Taiwan, India and China as illustrated in the first chart below. China has recently become a net importer
of coal, and Indian imports have doubled in less than five years as illustrated in the second chart below. Coal is transported primarily by
Capesize and Panamax vessels.


                                                                Coal Imports
                                                               (Thousand Tons)




                                                               Source: Drewry


                                                            Indian Coal Imports
                                                               (Million Tons)




                                                               Source: Drewry

                                                                     57
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    Iron Ore

     Iron ore is used as a raw material for the production of steel, along with limestone and coking (or metallurgical) coal. Steel is the most
important construction and engineering material in the world. In 2008, approximately 886 million tons of iron ore were exported worldwide,
with the main importers being China, the European Union, Japan and South Korea. The main producers and exporters of iron ore are Australia
and Brazil.

     Chinese imports of iron ore have grown significantly due to increased steel production in the last few years and have been a major driving
force in the drybulk sector. In 2008, Chinese iron ore imports increased by approximately 15.7% to 444.1 million tons and despite the downturn
in the world economy and global trade they have continued to grow in 2009. In 2009, total Chinese imports of iron ore amounted to
628.2 million tons.

                                                              Iron Ore Imports
                                                               (Thousand Tons)




                                                                  Source: Drewry

                                                                      58
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                                             Chinese Iron Ore Imports and Steel Production
                                                            (Thousand Tons)




                                                               Source: Drewry

     Chinese imports of iron ore have traditionally come primarily from Australia, Brazil and India. Since 2000, the shares of Indian and
Brazilian imports have increased. Australia and Brazil together account for approximately two thirds of global iron ore exports. Although both
have seen strong demand from China, Australia continues to benefit the most from China's increased demand for iron ore. India is also
becoming a major exporter of iron ore. Unlike Australia and Brazil, which tend to export primarily in the larger Capesize vessels, much of
India's exports are shipped in smaller Panamax, Supramax and Handymax vessels.

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    The following chart shows how Chinese market share of world iron ore seaborne trade developed between 2000 and 2009.

                                       World Seaborne Iron Ore Trades and Chinese Market Share




                                                               Source: Drewry

    The growth in iron ore trades is closely linked to trends in global steel production. World steel production rose steadily between 2000 and
2009, as did Chinese market share, as indicated by the chart below.

                                            World Steel Production and Chinese Market Share




                                                               Source: Drewry

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     Globally, Chinese steel production and consumption was the principal driver of the drybulk shipping boom supported by the iron ore
trades. From about 127.2 million tons of crude steel output in 2000, Chinese production increased to approximately 498 million tons in 2008.
In 2009, total Chinese steel production amounted to 566 million tons.

     Industrialization of emerging economies, primarily China and India, will continue to drive an increasing demand for steel commodities.
On a per capita basis, emerging economies are consuming less steel than developed countries and thus have a great potential for growth in
consumption. As a country builds infrastructure, steel consumption increases on a per capita basis. This is illustrated by Chinese construction
sector demand, which accounts for close to 50% of the country's total steel consumption.

     Grains

     Grains include wheat, coarse grains (corn, barley, oats, rye and sorghum) and oil seeds extracted from different crops such as soybeans
and cotton seeds. In general, wheat is used for human consumption, while coarse grains are used as feed for livestock. Oil seeds are used to
manufacture vegetable oil for human consumption or for industrial use, while their protein-rich residue is used as food for livestock.

     Global grain production is dominated by the United States. Argentina is the second largest producer, followed by Canada and Australia.
International trade in grains is dominated by four key exporting regions: North America, South America, Oceania and Europe (including the
former Soviet Union). These regions collectively account for over 90% of global exports. In terms of imports, the Asia/Pacific region
(excluding Japan) ranks first, followed by Latin America, Africa and the Middle East.

     Historically, international grain trade volumes have fluctuated considerably as a result of regional weather conditions and the long history
of grain price volatility and government interventionism. However, demand for wheat and coarse grains are fundamentally linked in the
long-term to population growth and rising per capita income.

     Minor Drybulks

     The balance of drybulk trade, minor drybulks, can be subdivided into two types of cargo. The first type includes secondary dr ybulks or
free-flowing cargo, such as agricultural cargoes, bauxite and alumina, fertilizers and cement. The second type is neo-bulks, which include
non-free flowing or part manufactured cargo that is principally forest products and steel products, including scrap.

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    Major Drybulk Carrier Routes

     Drybulk carriers are one of the most versatile elements of the global shipping fleet in terms of employment alternatives. They seldom
operate on round trip voyages with high ballasting times. Rather, the norm is often triangular or multi-leg voyages. Hence, trade distances
assume greater importance in the demand equation, and increases in long-haul shipments will have greater impact on overall vessel demand.
The following map represents the major global drybulk trade routes:

                                                       Major Drybulk Seaborne Trades




                                                                   Source: Drewry

Demand for Drybulk Vessels

     Globally, total seaborne trade in all drybulk commodities increased from 2.15 billion tons in 2000 to 2.97 billion tons in 2009,
representing a CAGR (compound average growth rate) of 3.7%. Another industry measure of vessel demand is ton-miles, which is calculated
by multiplying the volume of cargo moved on each route by the distance of such voyage. Between 2000 and 2009, ton-mile demand in the
drybulk sector increased by 37% to 15.3 billion ton-miles, equivalent to a CAGR of 3.6%. The following table illustrates this measure.
However, it is clear that with the downturn in the global economy and the drop in drybulk trade, demand for drybulk carriers was weaker in
2009.

                                                 Drybulk Vessel Demand: 2000 to 2009
                                                           Billion Ton-Miles

                                                2000        2001         2002       2003     2004     2005     2006     2007     2008     2009p
                                    Coal         2,831       3,082        3,115      3,250    3,412    3,544    3,842    4,166    4,151       3,830
                                    Iron Ore     2,690       2,766        2,990      3,193    3,525    3,899    4,098    4,443    4,782       5,011
                                    Grain        1,161       1,118        1,103      1,108    1,089    1,113    1,161    1,196    1,231       1,128
                                    Minor
                                      Bulks      4,457       4,404        4,452      4,724    5,059    4,927    5,096    5,289    5,354    5,296
                                    Total       11,138      11,371       11,641     12,274   13,086   13,728   14,197   15,094   15,518   15,265


             (1)


                     Compound annual growth rate.

             P=provisional

             *
                     includes ton-mile demand for ships below 10,000 dwt.

                                                                   Source: Drewry
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Seasonality

     Two of the three largest commodity drivers of the drybulk industry, coal and grains, are affected by seasonal demand fluctuations.
Thermal coal is linked to the energy markets and in general encounters upswings towards the end of the year in anticipation of the forthcoming
winter period as power supply companies try to increase their stocks, or during hot summer periods when increased electricity demand is
required for air conditioning and refrigeration purposes. Grain production is also seasonal and is driven by the harvest cycle of the northern and
southern hemispheres. However, with four nations and the European Union representing the largest grain producers (the United States, Canada
and the European Union in the northern hemisphere and Argentina and Australia in the southern hemisphere), harvests and crops reach
seaborne markets throughout the year. In 2009, seasonal trading patterns were also disrupted due to Chinese iron ore price negotiations. Taken
as a whole, seasonal factors mean that the market for drybulk vessels is often stronger during the winter months.

Supply of Drybulk Vessels

     The world drybulk fleet is generally divided into six major categories, based on a vessel's cargo carrying capacity. These categories
consist of: Very Large Ore Carrier, Capesize, Post Panamax, Panamax, Handymax and Handysize.

               Category                                                                                         Size Range—Dwt
               Handysize                                                                                        10-39,999
               Handymax                                                                                         40-59,999
               Panamax                                                                                          60-79,999
               Post Panamax                                                                                     80-109,999
               Capesize                                                                                         110-199,999
               VLOC                                                                                             200,000+

     •
              Handysize. Handysize vessels have a carrying capacity of up to 39,999 dwt. These vessels are primarily involved in carrying
              minor bulk cargoes. Increasingly, ships of this type operate on regional trading routes, and may serve as trans-shipment feeders for
              larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to
              service ports lacking the infrastructure for cargo loading and unloading.

     •
              Handymax. Handymax vessels have a carrying capacity of between 40,000 and 59,999 dwt. These vessels operate on a large
              number of geographically dispersed global trade routes, carrying primarily grains and minor bulks. Within the Handymax category
              there is also a sub-sector known as Supramax . Supramax bulk carriers are ships between 50,000 to 59,999 dwt, normally offering
              cargo loading and unloading flexibility with on-board cranes, while at the same time possessing the cargo carrying capability
              approaching conventional Panamax bulk carriers. Hence, the earnings potential of a Supramax drybulk carrier, when compared to a
              conventional Handymax vessel of 45,000 dwt, is greater.

     •
              Panamax. Panamax vessels have a carrying capacity of between 60,000 and 79,999 dwt. These vessels carry coal, grains, and, to
              a lesser extent, minor bulks, including steel products, forest products and fertilizers. Panamax vessels are able to pass through the
              Panama Canal, making them more versatile than larger vessels.

     •
              Post Panamax (sometimes known as Kamsarmax). Typically between 80,000 and 109,999 dwt, they tend to be shallower and have
              a larger beam than a standard Panamax vessel with a higher cubic capacity. They have been designed specifically for loading high
              cubic cargoes from draught restricted ports. This type of vessel cannot transit the Panama Canal. The term Kamsarmax stems from
              Port Kamsar in Guinea, where large quantities of bauxite are exported from a port with only 13.5m draught and a 229m LOA
              restriction, but no beam restriction.

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     •
             Capesize. Capesize vessels have carrying capacities of between 110,000 and 199,999 dwt. Only the largest ports around the
             world possess the infrastructure to accommodate vessels of this size. Capesize vessels are mainly used to transport iron ore or coal
             and, to a lesser extent, grains, primarily on long-haul routes.

     •
             VLOC. Very large ore carriers are in excess of 200,000 dwt and are a comparatively new sector of the drybulk carrier fleet.
             VLOC's are built to exploit economies of scale on long-haul iron ore routes.

                                            Drybulk Vessels—Indicative Deployment by Size Category

                                                                                         Post
                                                                                       Panamax/
                                                   Handyma                             Kamsarma                     VLO
               Cargo Type           Handysize         x        Supramax    Panamax        x             Capesize     C
               Iron Ore                                                                                    X         X
               Coal                                               X           X             X              X         X
               Grains                                             X           X             X
               Alumina, Bauxite                                   X           X             X
               Steel Products                        X            X           X             X
               Forest Products                       X            X
               Fertilizers                           X            X           X
               Minerals                              X            X           X
               Minor
                  Bulks—Other           X            X            X           X

                                                                         Source: Drewry

     The supply of drybulk shipping capacity, measured by the amount of suitable vessel tonnage available to carry cargo, is determined by the
size of the existing worldwide drybulk fleet, the number of new vessels on order, the scrapping of older vessels and the number of vessels out
of active service (i.e., laid up or otherwise not available for hire). In addition to prevailing and anticipated freight rates, factors that affect the
rate of newbuilding, scrapping and laying-up include newbuilding prices, second-hand vessel values in relation to scrap prices, costs of bunkers
and other voyage expenses, costs associated with classification society surveys, normal maintenance and insurance coverage, the efficiency and
age profile of the existing fleets in the market and government and industry regulation of marine transportation practices.

     The supply of drybulk vessels is not only a result of the number of vessels in service, but also the operating efficiency of the fleet. For
example, during times of very heavy commodity demand, bottlenecks develop in the form of port congestion, which absorbs fleet capacity
through delays in loading and discharging of cargo.

      As of January 31, 2010, the world fleet of drybulk vessels consisted of 7,129 vessels, totaling 457.8 million dwt in capacity. These figures
are, however, based on pure drybulk vessels and exclude a small number of combination vessels.

     The following table presents the world drybulk vessel fleet by size as of January 31, 2010.

                                                         Drybulk Vessel Fleet: January 2010

                                      Deadweight             Number of       % of Total             Total          % of Total
               Size Category             Tons                 Vessels          Fleet              Capacity           Fleet
                                                                                                (million dwt)        (dwt)
               Handysize                 10-39,999               2,672               37.5               72.9              15.9
               Handymax                  40-59,999               1,822               25.6               89.9              19.6
               Panamax                   60-79,999               1,395               19.6              100.2              21.9
               Post Panamax             80-109,999                 297                4.2               26.4               5.8
               Capesize                110-199,999                 776               10.9              128.6              28.1
               VLOC                       200,000+                 167                2.3               39.9               8.7
               Total                                             7,129              100.0              457.8             100.0

                                                                         Source: Drewry

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     As the table below illustrates, ownership of the world drybulk fleet remains very fragmented with no single owner accounting for more
than 6% of any one sector.

                                                          Fleet Ownership Profile
                                                                (Percentage)




                                                              Source: Drewry

     The average age of drybulk vessels in service at this date was approximately 15.0 years, and 26% of the fleet is more than 20 years old.
The following chart illustrates the age profile of the global drybulk vessel fleet as of January 2010.

                                            Drybulk Vessel Fleet Age Profile: December 2010
                                                    (Millions of Dwt & No. of Vessels)




                                                              Source: Drewry

     The supply of drybulk vessels depends on the delivery of new vessels and the removal of vessels from the global fleet, either through
scrapping or loss.

    As of January 31, 2010, the global drybulk orderbook (excluding options) amounted to 285.7 million dwt, or 62.4% of the existing
drybulk fleet. The size of orderbook built up rapidly in the period 2006 to 2008, when strong freight encouraged high levels of new ordering.
However, following the collapse in the drybulk market in the second half of 2008, new ordering has almost come to a complete standstill. With
the combination of deliveries and orderbook cancellations, the size of the orderbook in relation to the existing fleet has started to fall.

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                                                Drybulk Vessel Orderbook: January 31, 2010

                                                             2010                 2011                2012         2013         2014        2015+           T



                                        Size            No.         Dwt        No.       Dwt       No.    Dwt    No.   Dwt    No.   Dwt    No.   Dwt    No.
                                        10-40,000        398         12,468     297       10,069     84    2,854  12      412   1       32   0      0     792
                                        40-60,000        445         25,329     350       19,914     81    4,745  15      825   0        0   0      0     891
                                        60-80,000         95          6,981      92        6,983     60    4,501  17    1,161   0        0   0      0     264
                                        80-110,000       199         17,374     170       15,185     64    5,542  18    1,548   4      328   0      0     455
                                        110-200,000      311         53,551     212       35,743     75   13,187  17    2,737   3      530   3    525     621
                                        200,000+          37          9,824      57       17,334     44   13,555   9    2,232   1      225   0      0     148
                                        Total           1485        125,526    1178      105,228    408   44,383  88    8,915   9    1,115   3    525   3,171

                                                                Source: Drewry

     Not all of the vessels on order, especially those for delivery in 2011 and beyond will have financing in place and in the current climate
securing funding is proving difficult for many shipowners. Inevitably, delays in accessing funding may well have a knock-on effect in terms of
ships being delayed beyond scheduled delivery dates.

     Apart for the lack of funding, it is also apparent that some of the orders which have been placed have been at "greenfield" yards, that is,
shipyard facilities which have yet to be constructed and become operational. Some of these yards are also finding it difficult to secure funds to
commence the construction of the actual shipyard and this is another reason which is likely to lead to delays in the delivery of new ships. The
following chart provides information with respect to the scheduled delivery dates for the drybulk vessels on order as of January 31, 2010.

                                  Drybulk Vessel Orderbook ('000 Dwt) by Delivery Date: January 2010
                                                     (By Scheduled Year of Delivery)




                                                                Source: Drewry

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Deliveries & Slippage

     If all the ships currently on order are delivered on time and to schedule, there would be a large influx of newbuildings in 2010 and 2011 in
the drybulk sector. However, it is clear that not all ships currently on order will be delivered on time for a number of reasons, including the
following:

     •
            In the most recent new ordering spree which peaked in early 2008 shipowners were quoted unrealistic delivery times by some of
            the less experienced and new emerging shipyards.

     •
            The current economic and financial crisis and the steep depression in shipping markets generally may lead to further orderbook
            cancellations. A significant number of drybulk carrier orders have been cancelled since the crisis began in the second half of 2008.

     •
            Financing is not in place for all of the ships on order and in the current climate some owners will find it difficult to secure adequate
            funding.

     •
            Orders have been placed at "greenfield" shipyards, some of which are also finding it difficult to secure funding for yard
            development.

     •
            Even before the crisis the less experienced shipyards were experiencing delays in deliveries.

     Delays in deliveries are often referred to as slippage. Historically, slippage rates have tended to be less than 10%, which means that 10%
of the ships due to be delivered in any year are in fact delivered in subsequent years. However, in 2007 and 2008 slippage rates rose, as the high
level of new ordering that occurred across all market sectors since 2004 led to the commercial vessel orderbook reaching its highest point in
history. This placed pressure on shipbuilding capacity, which in turn has forced shipowners to place orders for new ships in countries or yards
which have little or no experience in building ships for international customers. Indeed, in some cases the orders have been placed with new
shipyards which have yet to construct the actual shipbuilding facilities—the so called "greenfield" shipyards. Just recently there have been
reports that the Chinese government has decided to halt all expansion plans for domestic shipyards in a bid to curb over-capacity.

     In 2008, some 20% of all the ships that should have been delivered in the year will be delivered late, that is they will be delivered in 2009
or beyond. In the drybulk sector, the evidence suggests that the slippage rate was just below 20% in 2008. The preliminary evidence suggests
that slippage has continued to be a feature of the market-place in 2009. At the start of the year some 70 million dwt was scheduled to be
delivered in 2009, but by December 2009 approximately 37 million dwt had been delivered. Although late reports and deliveries in the period
November to December 2009 will inflate the 37 million dwt, it seems probable that not all of the ships scheduled for delivery in the year will
be delivered. As previously explained one reason for the delay in deliveries is the inexperience of some of the yards constructing drybulk
carriers. Indeed, almost 50% of the current drybulk carrier orderbook is with Chinese shipyards, many of whom are struggling to meet
scheduled delivery dates.

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                                       Drybulk Carrier Orderbook—By Place of Build: January 2010




                                                                 Source: Drewry

       Taken as whole slippage is a manifestation of the combined effects of (i) shipyards quoting unrealistic delivery times in the first place
(ii) inexperience among new shipbuilders and (iii) financing problems associated with both shipowners securing finance and new shipyards
obtaining development capital.

     The outcome is that the delivery of new ships to the market-place has been at a slower pace than the headline newbuilding orderbook
delivery schedule would suggest. If this situation persists the increases in drybulk carrier supply will be spread out over a longer period of time.

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Vessel Scrapping

     The level of scrapping activity is generally a function of the age profile of the fleet, as all ships have finite lives, together with charter
market conditions, and operating, repair and survey costs. While strong freight markets persisted, there was minimal scrapping activity, but as
freight markets weakened, scrapping activity has picked up. The following chart illustrates the scrapping rates of drybulk vessels for the
periods indicated. It can be seen that there has been a marked increase in scrapping activity in 2008 and in 2009.

                                                          Drybulk Carrier Scrapping
                                                                  ('000 dwt)




                                                                Source: Drewry.

Drybulk Carrier Values

      Newbuilding prices are determined by a number of factors, including the underlying balance between shipyard output and newbuilding
demand, raw material costs, freight markets and exchange rates. From 2003 to 2007, high levels of new ordering were recorded across all
sectors of shipping, and as a result, newbuilding prices increased significantly, as can be seen in the chart below. However, as freight markets
declined in the second half of 2008 new vessel ordering came to an almost complete stop, which made the assessment of newbuilding prices
very difficult. Nevertheless, based on the few contracts which have been reported, it is evident that prices for new ships have also weakened in
line with the general downturn in the market. Besides the lack of new ordering, the other factor which has pushed prices lower is that the price
of steel has also fallen.

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     The following chart depicts changes in newbuilding contract prices for drybulk carriers on a monthly basis since 1996 to January 2010.

                                                    Drybulk Carrier Newbuilding Prices
                                                           (Million U.S. Dollars)




                                                                Source: Drewry

     The dramatic increase in newbuilding prices and the strength of the charter market have also affected values in the secondhand market, to
the extent that prices for drybulk carriers rose sharply from 2004 reaching a peak in mid 2008. With vessel earnings running at relatively high
levels and a limited availability of newbuilding berths, the ability to deliver a vessel early has resulted in increases in secondhand prices,
especially for modern tonnage. Consequently, secondhand prices of modern drybulk carriers in 2008 reached higher levels than those of
comparably sized newbuildings.

     However, this situation changed quickly when the freight market fell and values for all types of bulk carrier declined steeply in the second
half of 2008. It should be noted that there were very few recorded sales in the second half of 2008 after the market collapsed and the trend in
prices during this period can only be taken as an assessment. In 2009, there have been more reported sales and the details of these sales seem to
suggest that after reaching a floor in the early part of 2009, prices for modern secondhand drybulk carriers have staged a modest recovery.

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                                          Drybulk Carrier Secondhand Prices—5 Year Old Vessels*
                                                            (Million U.S. Dollars)




*
       Handysize vessel is 10 years old

                                                                Source: Drewry

Port Congestion

     Supply of drybulk carrier capacity is also affected by the operating efficiency of the global fleet. In recent years, the growth in trade has
led to port congestion, with ships at times being forced to wait outside port to either load or discharge due to limited supply of berths at major
ports. At major Australian coal and iron ports in mid-2009, delays were several days for most vessels, and there have also been delays in
unloading at Chinese drybulk terminals. In effect, port delays absorb shipping capacity, and the potential impact of this type of delay on
capacity is shown in the chart below.

                                                Port Delays—Impact on Shipping Capacity
                                Indicates reduction in shipping capacity of a 170,000 dwt Capesize bulk carrier
                                                      trading iron ore on round voyages




                                                                Source: Drewry
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     Based on a Capesize bulk carrier trading iron ore on a round voyage pattern from Australia to China, a 10 day delay for loading on each
voyage would reduce the overall transportation capacity of the vessel by 30%. Hence, it is easy to see that delays at major bulk carrier loading
ports have reduced the amount of available shipping capacity in the sector, and in doing so have led to a much tighter balance between overall
supply and demand.

Charter Market

     Drybulk vessels are employed in the market through a number of different chartering options. The general terms typically found in these
types of contracts are described below.

     •
            Time Charter. A charter under which the vessel owner is paid charterhire on a per-day basis for a specified period of time.
            Typically, the ship owner receives semi-monthly charterhire payments on a U.S. Dollar-per-day basis and is responsible for
            providing the crew and paying vessel operating expenses while the charterer is responsible for paying the voyage expenses and
            additional voyage insurance. Under time charters, including trip time charters, the charterer pays voyage expenses such as port,
            canal and fuel costs and bunkers.

     •
            Trip Charter. A time charter for a trip to carry a specific cargo from a load port to a discharge port at a set daily rate.

     •
            Voyage Charter. A voyage charter involves the carriage of a specific amount and type of cargo on a load port-to-discharge port
            basis, subject to various cargo handling terms. Most of these charters are of a single voyage nature, as trading patterns do not
            encourage round voyage trading. The owner of the vessel receives one payment derived by multiplying the tonnage of cargo
            loaded on board by the agreed upon freight rate expressed on a U.S. dollar-per-ton basis. The owner is responsible for the payment
            of all voyage and operating expenses, as well as the capital costs of the vessel.

     •
            Spot Charter. Generally refers to a voyage charter or a trip charter (see separate definitions), which generally last from 10 days
            to three months. Under both types of spot charters, the ship owner would pay for vessel operating expenses, which include crew
            costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, and for commissions on gross
            revenues. The ship owner would also be responsible for each vessel's intermediate and special survey costs.

     •
            Contract of Affreightment A contract of affreightment, or CoA, relates to the carriage of multiple cargoes over the same route
            and enables the CoA holder to nominate different vessels to perform the individual voyages. Essentially, it constitutes a series of
            voyage charters to carry a specified amount of cargo during the term of the CoA, which usually spans a number of years. All of the
            ship's operating expenses, voyage expenses and capital costs are borne by the ship owner. Freight normally is agreed on a U.S.
            dollar-per-ton basis.

     •
            Bareboat Charter A bareboat charter involves the use of a vessel usually over longer periods of time ranging over several years.
            In this case, all voyage related costs, mainly vessel fuel and port dues, as well as all vessel-operating expenses, such as day-to-day
            operations, maintenance, crewing and insurance, are for the charterer's account. The owner of the vessel receives monthly charter
            hire payments on a U.S. dollar per day basis and is responsible only for the payment of capital costs related to the vessel. A
            bareboat charter is also known as a "demise charter" or a "time charter by demise."

Charter Rates

     In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed, size and
fuel consumption. In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as
delivery and redelivery regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes

                                                                        72
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with costly ports or canals generally command higher rates. Voyages loading from a port where vessels usually discharge cargo, or discharging
from a port where vessels usually load cargo, are generally quoted at lower rates. This is because such voyages generally increase vessel
efficiency by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.

     Within the drybulk shipping industry, the freight rate indices issued by the Baltic Exchange in London are the references most likely to be
monitored. These references are based on actual charter hire rates under charters entered into by market participants as well as daily
assessments provided to the Baltic Exchange by a panel of major shipbrokers. The chart below illustrates Baltic Freight Indices over the period
1999 to January 2010.

     The Baltic Exchange, an independent organization comprised of shipbrokers, shipping companies and other shipping players, provides
daily independent shipping market information and has created freight rate indices reflecting the average freight rates (that incorporate actual
business concluded as well as daily assessments provided to the exchange by a panel of independent shipbrokers) for the major bulk vessel
trading routes. These indices include the Baltic Panamax Index, or BPI, the index with the longest history and, more recently, the Baltic
Capesize Index, or BCI. The following chart details the movement of the BPI, BCI and Baltic Supramax Index.

                                               Baltic Exchange Freight Indices: 1999 to 2010




                                                                 (Index Points)



*
       The Baltic Supramax Index (BSI) is included from January 7, 2005, the date of its initial calculation.

                                                           Source: Baltic Exchange

     Charter (or hire) rates paid for drybulk vessels are generally a function of the underlying balance between vessel supply and demand. Over
the past 25 years, drybulk cargo charter rates have passed through cyclical phases and changes in vessel supply and demand have created a
pattern of rate "peaks" and "troughs", which can been from the chart above. Generally, spot/voyage charter rates will be more volatile than time
charter rates, as they reflect short term movements in demand and of course market sentiment.

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     The trend in voyage rates expressed in terms of a time charter equivalent is shown in the following chart for representative drybulk
vessels.

                                                        Drybulk Vessels—TCE Rates
                                                               (US$ Per Day)




                                                               Source: Drewry

     In the time charter market, rates vary depending on the length of the charter period as well as vessel specific factors, such as age, speed
and fuel consumption. Generally, short-term time charter rates are higher than long-term charter rates. The market benchmark tends to be a
12-month time charter rate, based on a modern vessel.

      From early 2006 until the middle of 2008, rates for all sizes of drybulk vessels increased significantly and in most cased reached record
levels. However, the severe downturn in the global economy in the second half of 2008 and the collapse in demand for drybulk vessels led rates
to plummet almost overnight to record lows. Since then rates have stabilized and in some cases have staged something of recovery, but not to
the levels seen in 2007 and 2008.

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    The following charts show one-year time charter rates for Capesize, Panamax, Supramax and Handysize class vessels between 1996 and
January 2010.

                                                               One Year Time Charter Rates
                                                                   (U.S. Dollars per Day)




                                                                       Source: Drewry

   The following table illustrates a comparison of average one year time charter rates for Handysize, Supramax, Panamax, Capesize and
VLOC drybulk carriers between 2000 and January 2010.

                                        Drybulk Carriers—One Year Time Charter Rates (Period Averages)
                                                            (U.S. Dollars per Day)

                               Handysize        Supramax          Panamax              Capesize         VLOC
                               28,000 dwt       55,000 dwt       75,000 dwt          170,000 dwt     200,000 dwt+
                             10-15 years old   1-5 years old    1-5 years old        1-5 years old   1-5 years old
             2000                     7,371          9,433           11,063               18,021              n/a
             2001                     5,629          8,472            9,543               14,431              n/a
             2002                     4,829          7,442            9,102               13,608              n/a
             2003                     8,289         13,736           17,781               30,021              n/a
             2004                    14,413         31,313           36,708               55,917              n/a
             2005                    12,021         23,038           27,854               49,333          54,330
             2006                    12,558         21,800           22,475               45,646          50,650
             2007                    23,021         43,946           52,229              102,875         107,920
             2008                    24,110         48,310           56,480              116,180         119,240
             2009                     9,425         15,179           19,650               35,285          30,950
             Jan
               2010
                   (1)
                                     14,200         19,500           27,900                45,000          39,700

             (1)

                         Average rate for January 2010.

                                                                       Source: Drewry

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                                                                   BUSINESS

Overview

     We are a Marshall Islands corporation formed in October 2009 by Genco (NYSE: GNK). Our business is to own drybulk vessels, and we
will employ a chartering strategy intended to maximize cash flow from our vessels through trading in the spot market, on spot market-related
time charters known as trip charters, or in vessel pools trading in the spot market. We expect to benefit from Genco's expertise, relationships
and reputation as we operate our fleet and pursue accretive growth opportunities. We intend to distribute to our shareholders on a quarterly
basis all of our Cash Available for Distribution. Our primary objective is to increase our dividends on a per-share basis.

     We intend to grow our fleet through acquisitions of existing vessels from other parties as well as newbuildings. We believe that the recent
economic downturn has resulted in cyclically low valuation levels for drybulk vessels and that, as a result, there will be opportunities to acquire
vessels that will provide attractive returns to investors. Our intention is to seek growth opportunities that will provide accretive earnings and
cash flow and that can be financed on acceptable terms.

     Our operations will be managed, under the supervision of our executive officers and board of directors, by Genco, our Manager. Since its
inception, our Manager has established a strong reputation with major international charterers, shipbuilders and financial institutions that we
believe will enhance our ability to create value for shareholders. Our Manager has built its own fleet from 16 drybulk vessels to 35 drybulk
vessels today while maintaining one of the lowest cost structures in the industry. Upon the closing of this offering, we will enter into the
Management Agreement pursuant to which our Manager and its affiliates will provide to us commercial, technical, administrative and strategic
services. We will pay our Manager management fees for these services and will reimburse our Manager for its direct and indirect expenses in
providing these services as well as the pro rata portion of the salary and other costs incurred by our Manager in employing and compensating
an internal auditor who will be made available to us on a part time basis.

     Upon completion of this offering, Genco will own all of our outstanding shares of Class B Stock, which represents 100% of our
outstanding Class B Stock but represents 83.60% of the aggregate voting power of our Common Stock and Class B Stock, or 81.65% of such
aggregate voting power if the underwriters exercise their over-allotment option in full.

Our Fleet

      On February 19, 2010, we entered into agreements with subsidiaries of an unaffiliated third-party seller under which we agreed to
purchase four 2009 built Supramax drybulk vessels for an aggregate price of approximately $140.0 million. One of the vessels under these
agreements is currently employed under a short term time charter with a maximum expiration date of August 2010 at a rate of $19,750 per day
minus a 3.75% third-party commission. We have the option to take delivery of this vessel with the associated time charter contract (upon
approval from the charterer) or take delivery of the vessel after expiration of the time charter. On February 22, 2010, we also entered into
agreements with subsidiaries of another unaffiliated third-party seller under which we agreed to purchase two newbuilding Capesize drybulk
vessels for an aggregate price of approximately $144.2 million. Our obligations under each of these agreements are subject to the completion of
this offering on or prior to March 16, 2010. In the event this offering is not completed by such date, either party may terminate the agreement.
All of the purchases are also subject to customary additional documentation and closing conditions. We expect the vessels to be delivered
between April and October 2010. We intend to finance these vessels using the net proceeds from this offering as well as the sale of shares of
our Class B Stock to Genco. Following our execution of these agreements, we paid cumulative deposits of $35.5 million to the aforementioned
parties using funds advanced by Genco, which will be credited towards the purchase price for our Class B Stock.

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     The following table sets forth additional information about the vessels we have agreed to purchase:

                                                                    Year                                          Purchase
              Vessel                                 DWT(1)         Built          Expected Delivery(2)             Price
                                                                                                               ($ in millions)
              Capesize 1                              177,000         2010 (2)              April 2010                           73.0
              Capesize 2                              177,000         2010 (2)            October 2010                           71.2
              Supramax 1                               53,000         2009                  April 2010                           35.0
              Supramax 2                               53,000         2009                  April 2010                           35.0
              Supramax 3                               53,000         2009                  April 2010                           35.0
              Supramax 4                               53,000         2009                  April 2010                           35.0

              Total                                   566,000                                                               284.2



              (1)
                       Deadweight tons.

              (2)
                       Newbuilding.

              (3)
                       Future build and delivery dates are estimates based on guidance received from the sellers.

     We anticipate our fleet will be comprised primarily of Capesize, Panamax and Supramax vessels but will evaluate all classes of drybulk
vessels for potential acquisition. We will seek to grow our fleet through timely and selective acquisitions of drybulk vessels. In evaluating
vessel purchases, we plan to acquire modern vessels with high specifications that we believe will provide an attractive return on equity and will
be accretive to earnings and cash flow based on anticipated market rates at the time of purchase. We believe that having the flexibility to
operate a range of drybulk vessels will allow us to take advantage of periodic value dislocations of assets and provide accretive acquisitions for
investors. We intend to use most of the proceeds from this offering to purchase the six vessels comprising our initial fleet.

Foundations of our Business

    We believe that the experience of our corporate leadership and the principles on which we plan to operate our business noted below will
enhance our ability to compete in the drybulk shipping industry:

     •
            Our U.S.-based Chairman, board of directors, and management have substantial experience in the shipping industry. Peter C.
            Georgiopoulos, the Chairman of our board of directors, is the founder and Chairman of Genco Shipping & Trading Limited
            (NYSE: GNK), our parent company and a publicly traded drybulk shipping company; the founder and Chairman and former CEO
            of General Maritime Corp. (NYSE: GMR), a publicly traded supplier of international seaborne crude oil transportation services;
            and the Chairman of Aegean Marine Petroleum Network Inc. (NYSE: ANW) a leading marine fuel logistics company.
            Mr. Georgiopoulos oversaw the growth of Genco from its initial fleet of 16 drybulk vessels to 35 drybulk vessels today and the
            growth of General Maritime from a single-vessel privately owned company to a publicly traded owner and operator of 31 tankers
            today. Our President and Chief Financial Officer, John C. Wobensmith, who is currently our sole executive officer and has served
            as the Chief Financial Officer of Genco since its inception, has 16 years of experience in the shipping industry, specializing in
            shipping finance and the capital markets. See "Management—Directors and Officers of Baltic Trading Limited" for information on
            the experience of our directors. We expect to identify a commercial chartering manager and possible others to establish our initial
            management team.

     •
            We intend to pursue a strategy of low leverage to build a strong balance sheet. Following this offering we will have low leverage
            with no debt. We expect to finance future vessel acquisitions primarily through future equity follow-on offerings and internally
            generated cash flow. We are seeking a revolving credit facility primarily to provide bridge financing for vessel acquisitions and we
            intend to enter into a commitment letter for such a credit facility as described under the caption "Management's Discussion and
            Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources." We believe that maintaining a
            minimum amount of leverage and

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         the ability to access capital through a credit facility will provide us financial flexibility to pursue accretive transactions in a timely
         manner.

    •
           We intend to maintain an efficient management structure with low operating cost. Genco, our Manager, will provide the
           commercial and technical management of our fleet through a management contract. In addition, Genco will provide administrative
           and strategic services allowing us to benefit from their established credibility in the market place while keeping costs at attractive
           levels. Commercial management involves negotiating charters for vessels and monitoring the performance of our vessels under
           their charters. Strategic management involves locating, purchasing, financing and selling vessels. Genco will apply its experience
           in successfully managing its own fleet to manage the drydocking, budgeting, and sale and purchase of vessels in our fleet. Genco
           intends to retain the commercial management of our fleet in-house, thereby allowing us to benefit from the experience and
           relationships of its management team in the shipping industry. Please read "Our Manager and Management
           Agreement—Management Agreement." We believe our management structure, which will include outsourcing of our technical
           management to qualified third-party independent technical managers under Genco's supervision, can enhance the scalability of our
           business, allowing us to expand our fleet without substantial increases in overhead costs. We also believe we may realize cost
           benefits based on the combined size of Genco's fleet and our fleet from the extensive network of sellers of vessel supplies, crewing
           companies, insurers, and other service providers that Genco and its management team have built over the years.

    •
           We believe we will benefit from Genco's relationships with members of the shipping industry. Genco, our Manager, has developed
           relationships with a number of major international charterers, vessel brokers, financial institutions, shipbuilders, and vessel owners.
           Since its initial public offering in 2005, Genco has chartered its vessels on long-term time charters with a number of well-known
           charterers in the drybulk industry. Genco has also developed a network of relationships with vessel brokers who help facilitate
           vessel charters and acquisitions. Over the last few years, Genco has also had dealings with various shipbuilders responsible for the
           construction of seven drybulk vessels that Genco agreed to acquire. Genco has also established relationships with a number of
           vessel owners who, from time to time, have become an important source for vessel acquisitions. In addition, Genco has
           relationships with banks which provide vessel financing. Genco has executed four credit facilities since its inception to finance
           vessel purchases and has successfully raised equity capital through its initial public offering and two follow-on offerings which
           were underwritten by well-known investment banks. We believe our relationship with Genco and its affiliates will provide us with
           numerous benefits that are key to our long-term growth and success, including Genco's expertise in commercial management and
           Genco's reputation within the shipping industry and network of strong relationships with many of the world's drybulk raw material
           producers, agricultural traders and exporters, industrial end-users, shipyards, and shipping companies.

    •
           We intend to acquire a modern, high-quality fleet of drybulk vessels. Our vessel acquisitions will target modern vessels built in
           shipyards with reputations for constructing high-quality vessels. We believe that owning a modern, high-quality fleet is more
           attractive to charterers, reduces operating costs and fuel consumption and allows our fleet to be more reliable, which improves
           utilization. Capesize vessels are primarily dedicated to the carriage of iron ore and coal over long distances. Panamax and
           Supramax vessels are highly flexible vessels capable of carrying a wide range of drybulk commodities, including iron ore, coal,
           grain and fertilizer, and of being accommodated in most major discharge ports. We believe that owning a high-quality, flexible
           fleet will provide us with a competitive advantage in the charter market, where vessel age, flexibility and quality are of significant
           importance in competing for business. Where applicable we will seek to acquire sister ships which will provide further operating
           efficiencies. Assuming that we can successfully implement these principles, we believe we will have a competitive advantage in
           securing favorable employment of our vessels.

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Business Strategy

      Our strategy is to assemble a profitable fleet of drybulk vessels which is employed in the spot market and to grow our business through
accretive vessel acquisitions. As detailed below, our strategy largely relies on blending certain complementary elements of vessel employment
with a capital structure that supports our operations. For example, we believe that by focusing on the drybulk spot market and seeking to pay
quarterly dividends, we will provide equity investors with the opportunity to gain exposure to the trends of the drybulk industry and will be
attractive to equity investors. We believe that by relying primarily on equity financing, we will be in a better position to withstand the volatility
of the spot market and will have more cash available to pay dividends than if we relied primarily on debt financing. Key elements of our
business strategy include:

     •
            Deploy our vessels in the spot market. We seek to provide shareholders with the opportunity to invest in a company with a
            strategic focus on the drybulk spot market by deploying our vessels on voyage or time charters or in vessel pools that are related to
            the spot market. Please see "Business—Our Charters" for a description of the kinds of charters we plan to enter into. The spot
            market is volatile and holds the potential for significant increases or decreases in shipping rates over time. Upward movements in
            spot rates have the potential to increase our revenues, and we will have opportunities to take advantage of these upswings by not
            locking our vessels into long-term, fixed-rate time charters. Conversely, our revenues may decline if the spot market does, and we
            will not benefit from the stabilizing effect of fixed-rate time charters. The spot market may be affected by whether the global
            economy declines or recovers, particularly with respect to economies outside the United States such as China and India, which
            have been the primary drivers of drybulk trade in recent years. Further, while economic health is one factor influencing demand,
            supply of drybulk vessels is also an important factor affecting spot market rates. An undersupply of drybulk vessels could lead to
            higher spot market rates despite weak economic conditions, while an oversupply of drybulk vessels could lead to lower spot
            market rates despite strong economic conditions. Since we expect to generate all of our revenues in U.S. dollars, we do not expect
            the current weakness of the U.S. dollar to affect our revenues; however, as we may incur certain costs in other currencies,
            weakness of the U.S. dollar could affect our business if these costs are significant.

     •
            Return a substantial portion of our cash flow to shareholders through quarterly dividends. We intend to pay quarterly dividends to
            our shareholders approximately equal to our net income minus cash expenditures for our fleet, other than vessel acquisitions and
            related expenses, plus non-cash compensation (see "Our Dividend Policy and Restrictions on Dividends"). We believe that our
            management agreement, which will provide for management fees plus reimbursement of costs and expenses, will help to stabilize
            our cost structure. As we intend to primarily finance acquisitions through equity financing as well as internally generated cash flow
            and to maintain low leverage, we expect our cash flow to be sufficient to support quarterly dividends. By paying dividends in this
            manner, our goal is to make our common stock more attractive to investors to enhance our ability to conduct equity financings,
            which we intend to use primarily for our financing needs.

     •
            Maintaining a strong balance sheet. We believe that primarily using equity to finance our business will strengthen our balance
            sheet to help offset the volatility risk of trading our vessels in the spot market. We expect to finance future vessel acquisitions
            primarily through future equity follow-on offerings, internally generated cash flow and selective borrowing under a credit facility
            we intend to enter into that will provide us with bridge financing. We believe that maintaining a minimum amount of leverage will
            provide us the financial flexibility to pursue accretive transactions. We also believe that focusing on equity rather than debt
            financing will help us capitalize on opportunities if the spot market improves as well as reduce the impact debt covenant
            restrictions and scheduled debt payments would have on our business if the spot market declines. In our view, this strategy is
            suited to the current global economic downturn, given the ongoing restricted flow of credit, and we

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         intend to pursue this strategy whether the global economic downturn persists or abates. However, our use of equity rather than debt
         financing may result in substantial dilution to our shareholders.

    •
            Strategically expand the size of our fleet. We intend to acquire modern, high-quality drybulk carriers through timely and selective
            acquisitions of vessels in a manner that is accretive to our earnings and cash flow. We currently view Capesize, Panamax and
            Supramax vessel classes as providing attractive return characteristics, but will evaluate all classes of drybulk vessels for potential
            acquisition. A key element to our acquisition strategy will be to pursue vessels at attractive valuations relative to the valuation of
            our public equity. We believe that our charter strategy and financial flexibility will allow us to make additional accretive
            acquisitions.

    •
            Operate a high-quality fleet— We intend to maintain a modern, high-quality fleet that meets or exceeds stringent industry
            standards and complies with charterer requirements through our technical managers' comprehensive maintenance program. In
            addition, our technical managers will maintain the quality of our vessels by carrying out regular inspections, both while in port and
            at sea. We also intend to provide superior customer service by maintaining high standards of performance, reliability and safety.
            Our customers seek transportation partners that have a reputation for such high standards. We intend to leverage Genco's
            operational expertise and customer relationships to enhance our competitiveness through seeking to consistently deliver superior
            customer service.

    •
            Maintain low-cost, highly efficient operations— We expect that, under the Management Agreement we plan to enter into with
            Genco, Genco will subcontract the technical management of our fleet to qualified third-party independent technical managers. We
            believe that Genco will be able to do so at a cost lower than what could be achieved by performing the function in-house. We
            expect that Genco's management team will actively monitor and control vessel operating expenses incurred by the independent
            technical managers by overseeing their activities.

    •
            Capitalize on our management's experience and reputation— We intend to capitalize on the reputation of the management at
            Genco and our company for high standards of performance, reliability and safety, and maintain strong relationships with major
            international charterers and other owners, many of whom consider the reputation of a vessel owner and operator when entering into
            charters and asset sales. We believe that we can draw upon our relationship with Genco and its established reputation in order to
            obtain favorable charters and attract new customers. We believe that the track record of Genco's management team will improve
            our relationships with high quality shipowners, charterers and financial institutions, many of which consider reputation to be an
            indicator of creditworthiness.

Our Charters

Chartering Strategy

     We intend to operate our vessels on voyage charters in the spot market; on trip charters, which are spot market-related time charters we
describe below; or in vessel pools trading in the spot market. Spot market revenues may generate increased profit margins during times when
vessel rates are escalating, while vessels operating under fixed-rate time charters generally provide more predictable cash flows. We will seek
to charter our vessels to maximize cash flow from our vessels based on our Manager's outlook for freight rates, vessel market conditions and
global economic conditions. Under all of the arrangements described below, we will generally be required, among other things, to keep our
vessels seaworthy, to crew and maintain our vessels, and to comply with applicable regulations.

     Voyage Charters. Vessels operating in the spot market typically are chartered for a single voyage, which may last up to several weeks.
Under a typical voyage charter in the spot market, the shipowner is paid on the basis of moving cargo from a loading port to a discharge port.
The shipowner is responsible for paying both vessel operating costs and voyage expenses, and the charterer is responsible for any delay at the
loading or discharging ports. Voyage expenses are all expenses unique to a particular voyage, including any

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bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Vessel operating expenses
include crewing, repairs and maintenance, insurance, stores, lube oils, bunkers and communication expenses.

      Trip Charters. Under a typical trip charter in the spot market, the shipowner is paid on the basis of moving cargo from a loading port to
a discharge port at a set daily rate. The charterer is responsible for paying for bunkers and other voyage expenses, while the shipowner is
responsible for paying vessel operating expenses. When the vessel is off-hire, or not available for service, the shipowner generally is not
entitled to payment, unless the charterer is responsible for the circumstances giving rise to the lack of availability.

     Vessel Pools. Vessel pool arrangements provide the benefits of a large-scale operation and chartering efficiencies that might not be
available to smaller fleets. Under a pool arrangement, the vessels operate under a time charter agreement whereby the cost of bunkers and port
expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel.
Members of the pool share in the revenue generated by the entire group of vessels in the pool. When the vessel is off-hire, the shipowner
generally is not entitled to payment, unless the charter of a vessel in the pool is responsible for the circumstances giving rise to the lack of
availability.

     Ship Management and Maintenance. We will be responsible for the technical management of the vessel and for maintaining the
vessel, periodic drydocking, cleaning and painting and performing work required by regulations. Our Manager will provide these services to us
pursuant to the Management Agreement for our vessels. Please read "Management and Management Agreements—Management Agreement."

     Termination. Each of our charters will terminate upon loss of the applicable vessel. In addition, vessel owners are generally entitled to
suspend performance if the charterer defaults in its payment obligations under a time charter. Either party may also terminate the charter in the
event of war in specified countries or in locations that would significantly disrupt the free trade of the vessel.

Classification and Inspection

     Every commercial vessel's hull and machinery is evaluated by a classification society authorized by its country of registry. The
classification society certifies that the vessel has been built and maintained in accordance with the rules of the classification society and
complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a
member. Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every year
for the annual survey, every two to three years for the intermediate survey and every four to five years for special surveys. Special surveys
always require drydocking. Vessels that are 15 years old or older are required, as part of the intermediate survey process, to be drydocked every
24 to 30 months for inspection of the underwater portions of the vessel and for necessary repairs stemming from the inspection.

     We expect that in addition to the classification inspections, many of our customers will regularly inspect our vessels as a precondition to
chartering them for voyages. We believe that well-maintained, high-quality vessels will provide us with a competitive advantage in the current
environment of increasing regulation and customer emphasis on quality.

     We plan to implement the International Safety Management Code, which was promulgated by the International Maritime Organization, or
IMO (the United Nations agency for maritime safety and the prevention of marine pollution by ships), to establish pollution prevention
requirements applicable to vessels. We also plan to obtain documents of compliance for our offices and safety management certificates for all
of our vessels for which the certificates are required by the IMO.

Crewing and Employees

      We expect that each drybulk vessel we own will be crewed with 20 to 23 officers and seamen. Our technical managers will be responsible
for locating and retaining qualified officers for our vessels. The

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crewing agencies handle each seaman's training, travel and payroll, and ensure that all the seamen on our vessels have the qualifications and
licenses required to comply with international regulations and shipping conventions. We intend generally to man our vessels with more crew
members than are required by the country of the vessel's flag in order to allow for the performance of routine maintenance duties.

Customers

      Our assessment of a charterer's financial condition and reliability is an important factor in negotiating employment for our vessels. We
intend to generally charter our vessels to major trading houses (including commodities traders), major producers and government-owned
entities rather than to more speculative or undercapitalized entities.

Competition

     We expect our business to fluctuate in line with the main patterns of trade of the major drybulk cargoes and vary according to changes in
the supply and demand for these items. We plan to operate in markets that are highly competitive and based primarily on supply and demand.
We expect to compete for charters on the basis of price, vessel location and size, age and condition of the vessel, as well as on our reputation as
an owner and operator. We expect to compete with other owners of drybulk carriers in the Capesize, Panamax, Supramax, Handymax and
Handysize class sectors, some of whom may also charter our vessels as customers. Ownership of drybulk carriers is highly fragmented and is
divided among approximately 1,300 independent drybulk carrier owners.

     In addition, Genco may compete with us and is not contractually restricted from doing so. Our Amended and Restated Articles of
Incorporation that will be in effect before the closing of this offering and the Omnibus Agreement specify that Genco will have a right of first
refusal with respect to business opportunities generally except with respect to certain spot charter opportunities, as to which we will have a
right of first refusal. We expect that the most common types of business opportunities for which Genco will have a right of first refusal will be
vessel acquisitions and charters other than the spot charter opportunities for which we have a right of first refusal.

Permits and Authorizations

     We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and other
authorizations with respect to our vessels. The kinds of permits, licenses, certificates and other authorizations required for each vessel depend
upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the
age of the vessel. We expect to have all material permits, licenses, certificates and other authorizations necessary for the conduct of our
operations. However, additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business
or increase the cost of our doing business.

Insurance

General

      The operation of any drybulk vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business
interruption due to political circumstances in foreign countries, piracy, hostilities and labor strikes. In addition, there is always an inherent
possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating
vessels in international trade. The U.S. Oil Pollution Act of 1990, or OPA, which imposes virtually unlimited liability upon owners, operators
and demise charterers of vessels trading in the U.S.-exclusive economic zone for certain oil pollution accidents in the United States, has made
liability insurance more expensive for ship owners and operators trading in the U.S. market.

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     While we expect to maintain hull and machinery insurance, war risks insurance, protection and indemnity cover, and freight, demurrage
and defense cover and loss of hire insurance for our fleet in amounts that we believe to be prudent to cover normal risks in our operations, we
may not be able to achieve or maintain this level of coverage throughout a vessel's useful life. Furthermore, not all risks can be insured, and
there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at
reasonable rates.

Hull and Machinery, War Risks, Kidnap and Ransom Insurance

     We expect to maintain marine hull and machinery, war risks and kidnap and ransom insurance which cover the risk of actual or
constructive total loss, for all of our vessels. We plan for our vessels to each be covered up to at least fair market value with deductibles, which
will depend primarily on the class of the insured vessel and will be subject to change. We plan to be covered, subject to applicable limitations
in our policy, to have the crew released in the case of kidnapping due to piracy in the Gulf of Aden / Somalia.

Protection and Indemnity Insurance

     Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which insure our
third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses resulting from the
injury or death of crew, passengers and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels,
damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck
removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual
associations, or "clubs." Subject to the "capping" discussed below, our coverage, except for pollution, is unlimited.

     We plan to maintain protection and indemnity insurance coverage for pollution of $1 billion per vessel per incident. The 13 P&I
Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a
pooling agreement to reinsure each association's liabilities. We intend to become a member of a P&I Association, which is a member of the
International Group. As a result, we will be subject to calls payable to the associations based on the group's claim records as well as the claim
records of all other members of the individual associations and members of the pool of P&I Associations comprising the International Group.

Loss of Hire Insurance

      We plan to maintain loss of hire insurance, which covers business interruptions and related losses that result from the loss of use of a
vessel. We expect our loss of hire insurance will have a 14-day deductible and provide claim coverage for up to 90 days. We expect our loss of
hire insurance for piracy in the Gulf of Aden / Somalia has a 20-day deductible and provide claim coverage for up to 50 days.

Environmental and Other Regulations

     Government regulation will significantly affect the ownership and operation of our vessels. We will be subject to international
conventions and treaties, and, in the countries in which our vessels may operate or are registered, national, state and local laws and regulations
in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection, including
the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination
and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense,
including vessel modifications and implementation of certain operating procedures.

      A variety of governmental and private entities will subject our vessels to both scheduled and unscheduled inspections. These entities
include the local port authorities, (applicable national authorities such as the U.S. Coast Guard and harbor masters), classification societies, flag
state administrations (countries of registry) and charterers. Some of these entities will require us to obtain permits, licenses,

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certificates, financial assurances and other authorizations for the operation of our vessels. Our failure to maintain necessary permits, certificates
or approvals could require us to incur substantial costs or result in the temporary suspension of operation of one or more of our vessels.

     In recent periods, heightened levels of environmental and operational safety concerns among insurance underwriters, regulators and
charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the
drybulk shipping industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental
standards. We believe that the operation of our vessels will be in substantial compliance with applicable environmental laws and regulations
and that our vessels will have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations.
However, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, we cannot predict the
ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In
addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact
could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization (IMO)

     The IMO, the United Nations agency for maritime safety and the prevention of pollution by ships, has adopted the International
Convention for the Prevention of Marine Pollution, 1973, as modified by the related Protocol of 1978, which has been updated through various
amendments, or the MARPOL Convention. The MARPOL Convention establishes environmental standards relating to oil leakage or spilling,
garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged
forms. The IMO adopted regulations that set forth pollution prevention requirements applicable to drybulk carriers. These regulations have
been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate.

Air Emissions

     In September 1997, the IMO adopted Annex VI to the MARPOL Convention to address air pollution from ships. Effective May 2005,
Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits deliberate emissions of
ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile organic compounds from cargo tanks, and the
shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas
to be established with more stringent controls on sulfur emissions. In October 2008, the IMO adopted amendments to Annex VI regarding
emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone-depleting substances, which amendments enter into force on July 1,
2010. The amended Annex VI will reduce air pollution from vessels by, among other things, (i) implementing a progressive reduction of sulfur
oxide, emissions from ships by reducing the global sulfur fuel cap reduced initially to 3.50% (from the current cap of 4.50%), effective from
January 1, 2012, then progressively to 0.50%, effective from January 1, 2020, subject to a feasibility review to be completed no later than 2018;
and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation.
The United States ratified the Annex VI amendments in October 2008, and the U.S. Environmental Protection Agency, or EPA, promulgated
equivalent emissions standards in late 2009.

     The United States and Canada have requested IMO to designate the area extending 200 nautical miles from the Atlantic/Gulf and Pacific
coasts of the U.S. and Canada and the Hawaiian Islands as Emission Control Areas under the MARPOL Annex VI amendments, which would
subject ocean-going vessels in these areas to stringent emissions controls and cause us to incur additional costs. In July 2009, the IMO accepted
the proposal in principle, and all member states party to MARPOL Annex VI will vote on the proposal in March 2010. Even if the proposal is
not adopted, we cannot assure you that the United States or Canada will not adopt more stringent emissions standards independent of the IMO.

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Safety Management System Requirements

     The IMO also adopted the International Convention for the Safety of Life at Sea, or SOLAS and the International Convention on Load
Lines, or the LL Convention, which impose a variety of standards that regulate the design and operational features of ships. The IMO
periodically revises the SOLAS Convention and LL Convention standards.

     Under Chapter IX of SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or
ISM Code, our operations are also subject to environmental standards and requirements contained in the ISM Code promulgated by the IMO.
The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among
other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels
safely and describing procedures for responding to emergencies. We will rely upon the safety management system that we and our technical
manager will implement for compliance with the ISM Code. The failure of a ship owner or bareboat charterer to comply with the ISM Code
may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of
access to, or detention in, certain ports.

      The ISM Code requires that vessel operators also obtain a safety management certificate for each vessel they operate. This certificate
evidences compliance by a vessel's management with code requirements for a safety management system. No vessel can obtain a certificate
unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We believe that we will have
all material requisite documents of compliance for our offices and safety management certificates for all of our vessels for which such
certificates are required by the IMO. We will renew these documents of compliance and safety management certificates as required.

Pollution Control and Liability Requirements

     IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the
nations signatory to such conventions. For example, IMO adopted an International Convention for the Control and Management of Ships'
Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased
introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with mandatory concentration
limits. The BWM Convention will not become effective until 12 months after it has been adopted by 30 states, the combined merchant fleets of
which represent not less than 35% of the gross tonnage of the world's merchant shipping. To date, there has not been sufficient adoption of this
standard for it to take force.

      Although the United States is not a party, many countries have ratified and follow the liability plan adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended in 2000, or the CLC. Under this convention and
depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly
liable, subject to certain defenses, for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil. The
limits on liability outlined in the 1992 Protocol use the International Monetary Fund currency unit of Special Drawing Rights, or SDR. Under
an amendment to the 1992 Protocol that became effective on November 1, 2003, for vessels between 5,000 and 140,000 gross tons (a unit of
measurement for the total enclosed spaces within a vessel), liability is limited to approximately 4.51 million SDR plus 631 SDR for each
additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability is limited to 89.77 million SDR. The exchange rate between
SDRs and dollars was 0.652964 SDR per dollar on February 24, 2010. The right to limit liability is forfeited under the CLC where the spill is
caused by the vessel owner's actual fault and under the 1992 Protocol where the spill is caused by the vessel owner's intentional or reckless
conduct. Vessels trading with states that are parties to these conventions must provide evidence of insurance covering the liability of the owner.
In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is

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imposed either on the basis of fault or in a manner similar to that of the CLC. We believe that our protection and indemnity insurance will
cover the liability under the plan adopted by the IMO.

     Noncompliance with the ISM Code or other IMO regulations may subject the vessel owner or bareboat charterer to increased liability,
lead to decreases in available insurance coverage for affected vessels or result in the denial of access to, or detention in, some ports. The U.S.
Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code by the applicable deadlines will
be prohibited from trading in U.S. and European Union ports, respectively. We expect that each of our vessels will be ISM Code-certified, but
there can be no assurance that such certifications will be maintained in the future.

     The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed
by the IMO and what effect, if any, such regulations might have on our operations.

The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act

     The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the
environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or
whose vessels operate in United States waters, which includes the United States' territorial sea and its two hundred nautical mile exclusive
economic zone. The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or
CERCLA, which applies to the discharge of hazardous substances other than oil, whether on land or at sea. Both OPA and CERCLA impact
our operations.

     Under OPA, vessel owners, operators and bareboat charterers are "responsible parties" and are jointly, severally and strictly liable (unless
the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other
damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

     •
            natural resources damage and related assessment costs;

     •
            real and personal property damage;

     •
            net loss of taxes, royalties, rents, fees and other lost revenues;

     •
            lost profits or impairment of earning capacity due to property or natural resources damage; and

     •
            net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of
            subsistence use of natural resources.

      Effective July 31, 2009, the U.S. Coast Guard adjusted the limits of OPA liability for non-tank vessels to the greater of $1,000 per gross
ton or $854,400 (subject to possible adjustment for inflation). CERCLA, which applies to owners and operators of vessels, contains a similar
liability regime and provides for cleanup, removal and natural resource damages. Liability under CERCLA is limited to the greater of $300 per
gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $0.5 million for any other
vessel. These OPA and CERCLA limits of liability do not apply if an incident was directly caused by violation of applicable U.S. federal
safety, construction or operating regulations or by a responsible party's gross negligence or willful misconduct, or if the responsible party fails
or refuses to report the incident or to cooperate and assist in connection with oil removal activities.

      OPA and the U.S. Coast Guard also require owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence
of financial responsibility sufficient to meet the limit of their potential liability under OPA and CERCLA. Vessel owners and operators may
satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, self-insurance or a guaranty. We plan to
comply with the U.S. Coast Guard's financial responsibility regulations by providing a certificate of responsibility evidencing sufficient
self-insurance.

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    We expect to maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the
damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial
condition, results of operations and cash flows.

     The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in U.S. navigable waters unless authorized by a
duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes
substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.

     The EPA regulates the discharge of ballast water and other substances in U.S. waters under the CWA. Effective February 6, 2009, EPA
regulations require vessels 79 feet in length or longer (other than commercial fishing and recreational vessels) to comply with a Vessel General
Permit authorizing ballast water discharges and other discharges incidental to the operation of vessels. The Vessel General Permit imposes
technology and water-quality based effluent limits for certain types of discharges and establishes specific inspection, monitoring, recordkeeping
and reporting requirements to ensure the effluent limits are met. U.S. Coast Guard regulations adopted under the U.S. National Invasive
Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or
operating in U.S. waters, and in 2009 the Coast Guard proposed new ballast water management standards and practices, including limits
regarding ballast water releases. Compliance with the EPA and the U.S. Coast Guard regulations could require the installation of equipment on
our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at
potentially substantial cost, and/or otherwise restrict our vessels from entering U.S. waters.

European Union Regulations

      In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting
substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the
aggregate result in deterioration of the quality of water. Criminal liability for pollution may result in substantial penalties or fines and increased
civil liability claims.

Greenhouse Gas Regulation

     In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or UNFCCC, which we refer to
as the Kyoto Protocol, entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to
reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently,
the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol. However, international negotiations are
continuing with respect to a successor to the Kyoto Protocol, which sets emission reduction targets through 2012, and restrictions on shipping
emissions may be included in any new treaty. In December 2009, more than 27 nations, including the United States and China, signed the
Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The European Union has indicated that it
intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from
vessels, if such emissions are not regulated through the IMO or the UNFCCC by December 31, 2010. In the United States, the EPA has issued
a final finding that greenhouse gases threaten public health and safety and has promulgated regulations, expected to be finalized in March 2010,
regulating the emission of greenhouse gases from motor vehicles. The EPA may decide in the future to regulate greenhouse gas emissions from
ships and has already been petitioned by the California Attorney General to regulate greenhouse gas emissions from ocean-going vessels. Other
federal and state regulations relating to the control of greenhouse gas emissions may follow, including the climate change initiatives that are
being considered in the U.S. Congress. In addition, the IMO is evaluating various mandatory measures to reduce greenhouse gas emissions
from international shipping, including market-based instruments. Any passage of climate control legislation or other regulatory initiatives by
the EU, U.S., IMO or other countries where we operate that restrict emissions of greenhouse gases could require us to make significant
financial expenditures that we cannot predict with certainty at this time.

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Vessel Security Regulations

     Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On
November 25, 2002, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of
the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels
operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter
of the convention dealing specifically with maritime security. The new chapter became effective in July 2004 and imposes various detailed
security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities
Security Code, or the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. After July 1, 2004, to
trade internationally, a vessel must attain an International Ship Security Certificate from a recognized security organization approved by the
vessel's flag state. Among the various requirements are:

     •
            on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related
            information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course,
            speed and navigational status;

     •
            on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

     •
            the development of vessel security plans;

     •
            ship identification number to be permanently marked on a vessel's hull;

     •
            a continuous synopsis record kept onboard showing a vessel's history including the name of the ship and of the state whose flag the
            ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which
            the ship is registered and the name of the registered owner(s) and their registered address; and

     •
            compliance with flag state security certification requirements.

    The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt from MTSA vessel security
measures non-U.S. vessels that have on board, as of July 1, 2004, a valid International Ship Security Certificate attesting to the vessel's
compliance with SOLAS security requirements and the ISPS Code. We intend to implement the various security measures addressed by the
MTSA, SOLAS and the ISPS Code.

Inspection by Classification Societies

     Every oceangoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class,"
signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable
rules and regulations of the vessel's country of registry and the international conventions of which that country is a member. In addition, where
surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will
undertake them on application or by official order, acting on behalf of the authorities concerned.

      The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag
state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

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     For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any
special equipment classed are required to be performed as follows:

     •
              Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant,
              and where applicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period
              indicated in the certificate.

     •
              Intermediate Surveys: Extended annual surveys are referred to as intermediate surveys and typically are conducted two and
              one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second
              or third annual survey.

     •
              Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship's hull, machinery,
              including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for
              the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel
              structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel
              renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of
              money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of
              the special survey every four or five years, depending on whether a grace period was granted, a shipowner has the option of
              arranging with the classification society for the vessel's hull or machinery to be on a continuous survey cycle, in which every part
              of the vessel would be surveyed within a five-year cycle. Upon a shipowner's request, the surveys required for class renewal may
              be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class
              renewal.

     All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter
intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

     Most vessels are also drydocked every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections. If any
defects are found, the classification surveyor will issue a "recommendation" which must be rectified by the shipowner within prescribed time
limits.

      Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by a classification society
which is a member of the International Association of Classification Societies. All new and secondhand vessels that we purchase must be
certified prior to their delivery under our standard agreements.

Seasonality

     We plan to operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates.
However, this seasonality may result in quarter-to-quarter volatility in our operating results, as our vessels will trade on the spot market. The
drybulk sector is typically stronger in the fall and winter months in anticipation of increased consumption of coal and raw materials in the
northern hemisphere during the winter months. As a result, our revenues could be weaker during the fiscal quarters ended June 30 and
September 30, and conversely, our revenues could be stronger during the quarters ended December 31 and March 31.

Properties

     We do not expect to have any material physical properties prior to the closing of this offering.

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Legal Proceedings

     We have not been involved in any legal proceedings that may have, or have had, a significant effect on our business, financial position,
results of operations or liquidity, and we are not aware of any proceedings that are pending or threatened that may have a material adverse
effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and
claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be
covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant
financial and managerial resources.

Exchange Controls

      Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or
restrictions that affect the remittance of dividends, interest or other payments to our non-resident Common Stock holders.

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                                                                MANAGEMENT

Directors and Executive Officers of Baltic Trading Limited

     Our board of directors and executive officers will oversee and supervise our operations. Subject to this oversight and supervision, our
operations will be managed generally by our Manager. Upon the closing of this offering, we will enter into a Management Agreement, pursuant
to which our Manager and its affiliates will provide to us commercial, technical, administrative and strategic services. Please read
"Management and Management Agreements—Management Agreement" for additional information about this agreement.

      Our President and Chief Financial Officer, John C. Wobensmith, will allocate his time between managing our business and affairs,
directly as such officers and indirectly as officers of our Manager, and the business and affairs of Genco, for which he also serves as Chief
Financial Officer. Based solely on the anticipated relative sizes of our initial fleet of six vessels and Genco's fleet over the next twelve months,
we estimate that Mr. Wobensmith will spend approximately 15-20% of his monthly business time on our business activities and approximately
80-85% of such time on Genco's. However, the amount of time Mr. Wobensmith will allocate among our business and the businesses of Genco
could vary significantly from time to time depending on various circumstances and needs of the businesses, such as the relative levels of
strategic activities of the businesses. While there will be no formal requirements or guidelines for the allocation of Mr. Wobensmith's time
between our business and Genco's, Mr. Wobensmith's performance of his duties will be subject to the ongoing oversight of our board of
directors.

     Our officers and individuals providing services to us or our future subsidiaries may face a conflict regarding the allocation of their time
between our business and the other business interests of Genco or its affiliates. We intend to seek to cause our officers to devote as much time
to the management of our business and affairs as is necessary for the proper conduct thereof. Our amended and restated articles of
incorporation that will be in effect before the closing of this offering and the Omnibus Agreement specify that Genco will have a right of first
refusal with respect to business opportunities generally, such as vessel purchase and sale opportunities and most charter opportunities, but
excluding certain spot charter opportunities as to which we will have a right of first refusal. Our President and Chief Financial Officer and
certain of our directors also serve as executive officers or directors of Genco, who is our Manager, or its affiliates. As a result of the right of
refusal provision, the obligation of these individuals to provide opportunities to us will be limited.

     The following table provides information about our initial directors and executive officers who will be in office as of the closing of this
offering. The term of our Class I directors expires in 2011, the term of our Class II directors expires in 2012, and the term of our Class III
director expires in 2013. All of the directors listed below have agreed to serve as directors effective as of the closing of this offering. The
business address of each of our directors and executive officers listed below is 299 Park Avenue, 20th Floor, New York, NY 10171. Ages of
the following individuals are as of February 24, 2010.

              Name                                    Age                                     Position
              Peter C. Georgiopoulos                  48      Chairman of the Board of Directors and Class I Director*
              John C. Wobensmith                      39      President, Chief Financial Officer, Principal Accounting Officer,
                                                              Secretary and Treasurer
              Basil G. Mavroleon                      62      Class I Director*
              Harry A. Perrin                         56      Class III Director*
              Edward Terino                           56      Class II Director*
              George Wood                             64      Class II Director*


              *
                      To be appointed as of the closing of this offering.

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    The business experience of these individuals is included below.

      Peter C. Georgiopoulos Since 2004, Mr. Georgiopoulos served as Chairman of Genco, a company he founded. Under the leadership of
Mr. Georgiopoulos, Genco has grown its operating fleet from 16 to 35 drybulk vessels today. Since 1997, Peter C. Georgiopoulos served as
Chairman and a member of the board of directors of General Maritime Corporation and its predecessors, which he founded, and he served as
CEO from 1997 to 2008 and President from 2003 to 2008. Under the leadership of Mr. Georgiopoulos, General Maritime Corporation grew
from a single ship ownership company to an owner and operator of over 30 tankers listed on the New York Stock Exchange.
Mr. Georgiopoulos is also Chairman and a director of Aegean Marine Petroleum Network, Inc., a company listed on the New York Stock
Exchange. From 1991 to 1997, he was the principal of Maritime Equity Management, a ship-owning and investment company that he founded
in 1991. From 1990 to 1991, he was affiliated with Mallory Jones Lynch & Associates, an oil tanker brokerage firm. From 1987 to 1990,
Mr. Georgiopoulos was an investment banker at Drexel Burnham Lambert. Before entering the investment banking business, he had extensive
experience in the sale, purchase and chartering of vessels while working for shipowners in New York and Piraeus, Greece. Mr. Georgiopoulos
is a member of the American Bureau of Shipping. He holds an MBA from Dartmouth College.

      John C. Wobensmith has served as Genco's Chief Financial Officer and Principal Accounting Officer since April 4, 2005 and is
responsible for overseeing Genco's accounting and financial matters. Mr. Wobensmith has 16 years of experience in the shipping industry, with
a concentration in shipping finance. Before becoming our Chief Financial Officer, Mr. Wobensmith served as a Senior Vice President with
American Marine Advisors, Inc., an investment bank focused on the shipping industry. While at American Marine Advisors, Inc.,
Mr. Wobensmith was involved in mergers and acquisitions, equity fund management, debt placement and equity placement in the shipping
industry. From 1993 through 2000, he worked in the international maritime lending group of The First National Bank of Maryland serving as a
Vice President from 1998. He has a bachelor's degree in economics from St. Mary's College of Maryland and holds the Chartered Financial
Analyst designation. He also serves on the St. Mary's College of Maryland's Board of Trustees as Treasurer.

       Basil G. Mavroleon has served as a director of Genco since July 27, 2005 and currently serves as the Chairman of Genco's
Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. Mavroleon has been employed in the
shipping industry for the last 39 years. Since 1986, Mr. Mavroleon has been Manager of the Projects Group of Charles R. Weber
Company, Inc. one of the largest ship brokerages and marine consultants in the United States. Mr. Mavroleon also serves as Managing Director
of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, marine projects and tanker chartering brokerage based in Piraeus, Greece.
Since its inception in 2003 through its liquidation in December 2005, Mr. Mavroleon has also served as Chairman of Azimuth Fund
Management (Jersey) Limited, a hedge fund dealing with tanker freight forward agreements and derivatives. Mr. Mavroleon is a member of the
Baltic Exchange and is on the board of the Associate Membership Committee of Intertanko, a member of the Association of Ship Brokers and
Agents, on the advisory board of NAMMA (North American Maritime Ministry Association), a board member of NAMEPA (North American
Marine Environmental Protection Association), is Chairman of the New York World Scale Committee, a member of the Hellenic Chamber of
Commerce, a member of the Connecticut Maritime Association and a member of NYMAR (New York Maritime Inc.).

     Harry A. Perrin has served as a director of Genco since August 15, 2005, and currently serves as the Chairman of Genco's Audit
Committee and a member of the Compensation Committee. Mr. Perrin is a partner in the Houston office of Vinson & Elkins, where he has
been employed since August 2007. From June 2001 through November 2006, Mr. Perrin worked as an investment banker with Petrie
Parkman & Co, an investment banking and financial advisory firm with offices in Houston, Texas and Denver, Colorado. In December 2006,
Merrill Lynch acquired Petrie Parkman, and at that time, Mr. Perrin was hired as an investment banker at Merrill Lynch where he was
employed until May 2007. Prior to joining

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Petrie Parkman, Mr. Perrin was a partner for ten years in the business finance and restructuring group of the Houston office of Weil Gotshal &
Manges. Mr. Perrin received his Bachelor of Business Administration in Accounting with Honors from the University of Texas at Austin in
1975. He received his J.D. with High Honors from the University of Houston in 1980. Mr. Perrin is a member of the State Bar of Texas, and is
a licensed Certified Public Accountant in the State of Texas.

      Edward Terino has served as President of GET Advisory Services, LLC, a strategic and financial management consulting firm focused
on the maritime and technology industries, since March 2009. He has also served since 2007 as director of S1 Corporation, an internet banking
and payments software company, where he is also Chairman of the Audit Committee and a member of the Compensation Committee. From
January 2009 through March 2009, Mr. Terino served as a consultant to General Maritime Corporation following the merger of Arlington
Tankers Ltd with General Maritime Corporation in December 2008. Prior to the merger, Mr. Terino was the President, Chief Executive Officer
and Chief Financial Officer of Arlington Tankers Ltd., an international seaborne transporter of crude oil and petroleum products, a position he
held since January 2008. Mr. Terino served as Arlington's Co-Chief Executive Officer and Chief Financial Officer from July 2005 until August
2007, and as its Chief Executive Officer, interim President and Chief Financial Officer from August 2007 until January 2008. From October
1999 until March 2006, Mr. Terino served on the board of directors and as Chairman of the Audit Committee of EBT International, Inc., a Web
content management software company. From September 2001 until June 2005, Mr. Terino served as Senior Vice President, Chief Financial
Officer, Treasurer and Secretary of Art Technology Group, Inc., a provider of Internet-based e-commerce software focused on the Global 1000
market.

      George Wood has served since May 2004 as managing director of Chancery Export Finance LLC (Chancery), a firm with a master
guarantee agreement with the Export Import Bank of the United States of America, or ExIm Bank. Chancery provides ExIm Bank guaranteed
financing for purchase of U.S.-manufactured capital goods by overseas buyers. Before becoming managing director of Chancery, Mr. Wood
worked as managing director of Baltimore-based Bengur Bryan & Co, or Bengur Bryan from April 2000 to May 2004, providing investment
banking services to transportation-related companies in the global maritime, U.S. trucking, motor coach and rail industries. Prior to this,
Mr. Wood was employed for 27 years in various managerial positions at the First National Bank of Maryland, which included managing the
International Banking Group as well as the bank's specialized lending divisions in leasing, rail, maritime and motor coach industries,
encompassing a risk asset portfolio of $1.2 billion. Mr. Wood presently serves as a member of the boards of directors of Atlanta-based Infinity
Rails, where he has been a director since October 2004; Wawa Inc., where he has been a director since November 1990 and currently serves as
Chairman of the Finance Committee and a member of the Compensation Committee and Strategic Gasoline Committee; and Ultrapetrol
(Bahamas) Ltd., where he has been a director since October 2006 and serves as Chairman of the Audit Committee. Mr. Wood holds a B.S. in
Economics and Finance from the University of Pennsylvania and an MBA from the University of North Carolina and became a CPA in 1980.

Board of Directors and Committees

     As of the closing of the offering, our board of directors will consist of the directors named above. In keeping with the corporate
governance rules of the New York Stock Exchange, from which we have derived our definition for determining whether a director is
independent, a majority of our board of directors (namely Messrs. Mavroleon, Perrin, Terino, and Wood) will be independent members
constituting a majority of the board upon the listing of our Common Stock on the New York Stock Exchange. Under the corporate governance
rules of the New York Stock Exchange, a director will not be considered independent unless the board affirmatively determines that the
director has no material relationship with us. In making this determination, the board will broadly consider all facts and circumstances the
board deems relevant from the standpoint of the director and from that of persons or

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organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships among others. In addition, a director would not be independent if:

     •
            the director is, or has been within the last three years, an employee of us, or an immediate family member is, or has been within the
            last three years, an executive officer of us;

     •
            the director has received, or has an immediate family member who has received, during any twelve-month period within the last
            three years, more than $120,000 in direct compensation from us other than director and committee fees and pension or other forms
            of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

     •
            the director is a current partner or employee of a firm that is our internal or external auditor; the director has an immediate family
            member who is a current partner of such a firm; the director has an immediate family member who is a current employee of such a
            firm and personally works on our audit; or the director or an immediate family member was within the last three years a partner or
            employee of such a firm and personally worked on our audit within that time;

     •
            the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another
            company where any of our present executive officers at the same time serves or served on that other company's compensation
            committee; or

     •
            The director is a current employee, or an immediate family member is a current executive officer, of another company that has
            made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years,
            exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

    We will establish an audit committee, a compensation committee, a nominating and corporate governance committee, and a conflicts
committee, each comprised of independent directors. The initial members of the audit committee will be Messrs. Terino, Perrin, and Wood.
The initial members of the compensation committee will be Messrs. Mavroleon and Terino. The initial members of the Nominating and
Corporate Governance Committee will be Messrs. Perrin, Mavroleon, and Wood. The initial members of the conflicts committee will be
Messrs. Terino and Wood.

     Our audit committee will consist of at least three independent directors. The audit committee will, among other things, review our external
financial reporting, engage our external auditors and oversee our internal audit activities and procedures and the adequacy of our internal
accounting controls.

    Our compensation committee will be responsible for establishing executive officers' compensation and benefits, reviewing and making
recommendations to the board regarding our compensation policies, and overseeing our 2010 Equity Incentive Plan described below.

     Our nominating and corporate governance committee will be responsible for recommending to the board of directors nominees for director
and directors for appointment to board committees and advising the board with regard to corporate governance practices and recommending
director compensation. Shareholders may also nominate directors in accordance with procedures set forth in our by-laws.

       Our conflicts committee will be comprised of directors who are neither officers nor directors of Genco and is intended to provide a
mechanism for independent assessment of whether proposed arrangements with Genco and its other affiliates, or proposed modifications to
arrangements with Genco and its other affiliates, are fair and reasonable to us. The board is not obligated to seek approval of the conflicts
committee on any matter; however, consistent with the related persons transaction policy we plan to adopt prior to the completion of this
offering, the board may submit such proposed arrangements or modifications to the conflicts committee. See "Certain Relationships and
Related-Party Transactions—Review and Approval of Transactions with Related Persons" for the details of this policy. For matters presented
to it, the conflicts committee will determine if the resolution of the conflict of interest is fair and

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reasonable to us. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, taking into
account the totality of the relationship between the parties involved, including other transactions that may be particularly favorable or
advantageous to us. Our board of directors has the power to override a determination by the committee. However, a determination by directors
who were interested in the transaction would be subject to Section 58 of the Marshall Islands Business Corporation Act, which provides that
the transaction may be void or voidable unless the material facts of the interested directors' interests are known or disclosed to the board and
the board approves the transaction by a vote sufficient for such purpose without counting the vote of the interested directors, or if the vote of
the disinterested directors is insufficient, by unanimous vote of the disinterested directors.

Executive Compensation

    We were formed in October 2009. We have not paid any compensation to our directors or officers or accrued any obligations with respect
to management incentive or retirement benefits for the directors and officers prior to this offering. Because our executive officers are
employees of Genco, their compensation (other than any awards under the long-term incentive plan described below) is set and paid by Genco.

     In connection with the pricing of this offering, we will grant 108,000 shares of restricted Common Stock to Mr. Wobensmith under our
2010 Equity Incentive Plan. The effectiveness of this grant is conditioned upon the closing of this offering. All such restricted shares will vest
ratably in annual installments over a four-year period commencing on the first anniversary of the closing of this offering. All such restricted
shares will vest in full immediately upon the occurrence of a change of control (as defined under our 2010 Equity Incentive Plan) or the
termination of Mr. Wobensmith's service to our company without cause (as defined under our 2010 Equity Incentive Plan). If
Mr. Wobensmith's service to our company is terminated by reason of his death or disability (each as defined under our 2010 Equity Incentive
Plan), the restrictions will lapse as to a pro rata percentage of the shares, calculated monthly, that would otherwise vest at the next anniversary
of the grant date. If Mr. Wobensmith voluntarily terminates his service to our company or he is removed for cause, then all unvested restricted
shares will be forfeited.

Compensation of Our Directors

     We anticipate that each non-employee director will receive compensation for attending meetings of the board of directors, as well as
committee meetings. We expect that non-employee directors will receive a director fee of $35,000 per year and 2,500 restricted shares of
Common Stock subject to vesting over a one-year period and earlier upon a change of control, death or disability. We intend to grant restricted
shares of Common Stock to the non-employee directors promptly following their appointment as directors at the closing of this offering.
Members of the audit committee each will receive a fee of $20,000 per year; of the compensation committee, $15,000 per year; and of the
nominating and corporate governance committee, $7,500 per year. In addition, each director will be reimbursed for out-of-pocket expenses in
connection with attending meetings of the board of directors or committees. Each director will be fully indemnified by us for actions associated
with being a director to the extent permitted under Marshall Islands law.

     In addition, in connection with the pricing of this offering, we will grant 358,000 shares of restricted Common Stock to
Mr. Georgiopoulos. The effectiveness of this grant is conditioned upon the closing of this offering. All such restricted shares will vest ratably in
annual installments over a four-year period commencing on the first anniversary of the closing of this offering. All such restricted shares will
vest in full immediately upon the occurrence of a change of control (as defined under our 2005 Equity Incentive Plan) or the termination of
Mr. Georgiopoulos' service to our company as a director, employee or consultant, unless Mr. Georgiopoulos voluntarily terminates his service
or he is removed as a director for cause (as defined under our 2010 Equity Incentive Plan), in which case all unvested restricted shares will be
forfeited.

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Potential Payments upon Termination or Change-in-Control

     Upon certain termination events or a change of control (as defined in our 2010 Equity Incentive Plan), the vesting of the restricted shares
that will be granted to Mr. Georgiopoulos and Mr. Wobensmith in connection with the pricing of this offering will accelerate as described
above in "Management—Executive Compensation" and "—Compensation of Our Directors." If such accelerated vesting after a change of
control causes Mr. Georgiopoulos or Mr. Wobensmith to owe excise tax under Section 280G of the Internal Revenue Code, we will fund the
amount of this tax on a fully "grossed-up" basis, intended to ensure that, after payment of the excise tax and any related taxes and penalties,
both individuals retain the full value of the vested restricted stock that gave rise to the excise tax liability.

2010 Equity Incentive Plan

      Prior to the closing of this offering, we intend to adopt the Baltic Trading Limited 2010 Equity Incentive Plan in which our and our
affiliates' employees, directors and consultants will be eligible to participate. The plan provides for the award of restricted stock, restricted
stock units, stock options, stock appreciation rights and other stock or cash-based awards.

      Administration. The plan will be administered by our board of directors. To the extent permitted by law, and except where our board
elects to act as administrator or to delegate its responsibilities and powers to another person, the board shall be deemed to have delegated all of
its responsibilities and powers to our compensation committee or such other committee as the board may designate, other than the authority to
amend or terminate the plan. The compensation governance committee will have the authority to, among other things, designate participants
under the plan, determine the type or types of awards to be granted to a participant, determine the number of shares of Common Stock to be
covered by awards, determine the terms and conditions applicable to awards and interpret and administer the plan.

     Number of Shares of Common Stock.               Subject to adjustment in the event of any distribution, recapitalization, split, merger,
consolidation and the like, the number of shares of Common Stock available for delivery pursuant to awards granted under the plan is
2,000,000. There is no limit on the number of awards that may be granted and paid in cash. If any award is forfeited or otherwise terminates or
is cancelled without delivery of Common Stock, those shares will again be available for grant under the plan. Common Stock delivered under
the plan will consist of authorized but unissued shares or shares acquired by us in the open market, from us or from any other person or entity.

     Restricted Stock and Restricted Stock Units. Restricted stock is subject to forfeiture prior to the vesting of the award. A restricted stock
unit is notional stock that entitles the grantee to receive a share of Common Stock upon the vesting of the restricted stock unit or, in the
discretion of the compensation committee, cash equivalent to the value of the Common Stock. The compensation committee may determine to
make grants under the plan of restricted stock and restricted stock units to plan participants containing such terms as the compensation
committee may determine. The compensation committee will determine the period over which restricted stock and restricted stock units
granted to plan participants will vest. The committee may base its determination upon the achievement of specified performance goals.

      Stock Options and Stock Appreciation Rights. The plan will permit the grant of options covering Common Stock and the grant of
stock appreciation rights. A stock appreciation right is an award that, upon exercise, entitles the participant to receive the excess of the fair
market value of a share of Common Stock on the exercise date over the base price established for the stock appreciation right. Such excess may
be paid in Common Stock, cash, or a combination thereof, as determined by the compensation committee in its discretion. The compensation
committee will be able to make grants of stock options and stock appreciation rights under the plan to employees, consultants and directors
containing such terms as the committee may determine. Stock options and stock appreciation rights may have an exercise price or base price
that is no less than the fair market value of the Common Stock on the date of grant. In general, stock

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options and stock appreciation rights granted will become exercisable over a period determined by the compensation committee.

     Unrestricted Stock. The compensation committee, in its discretion, may grant shares of Common Stock free of restrictions under the
plan in respect of past services or other valid consideration.

     Performance Shares. The plan permits the grant of performance share awards subject to such vesting and forfeiture and other terms
and conditions as the compensation committee may determine. Such an award entitles the grantee to acquire shares of Common Stock or to be
paid the value thereof in cash if specified performance goals are met.

    Dividend Equivalent Rights. The compensation committee, in its discretion, may grant dividend equivalent rights with respect to an
award of an option, stock appreciation right, or performance shares.

    Change of Control. Unless otherwise provided in the instrument evidencing the award, in the event of a change in control of Baltic
Trading Limited, all outstanding awards will become fully and immediately vested and exercisable.

      Term, Termination and Amendment of Plan. Our board of directors or its compensation committee, in its discretion may terminate,
suspend or discontinue the plan at any time with respect to any award that has not yet been granted. Our board of directors also has the right to
alter or amend the plan or any part of the plan from time to time, including increasing the number of shares of Common Stock that may be
granted, subject to shareholder approval as required by the exchange upon which the shares of Common Stock is listed at that time. However,
other than adjustments to outstanding awards upon the occurrence of certain unusual or nonrecurring events, generally no change in any
outstanding grant may be made that would materially impair the rights of the participant without the consent of the participant.

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                                         OUR MANAGER AND MANAGEMENT AGREEMENT

Overview

     We believe that our business will benefit through access to the expertise and resources of Genco and its subsidiaries. Accordingly, we will
enter into agreements with them from time to time pursuant to which they will provide services to us, including under the Management
Agreement that will become effective upon the closing of this offering.

     Genco, our Manager, will provide to us commercial, technical, administrative and strategic services necessary to support our business
through the Management Agreement with us.

      A Summary of the Management Agreement is set forth below. Capitalized words and expressions used but not defined herein shall have
the meanings given to them in the Management Agreement, as applicable. Because the following is only a summary, it does not contain all
information that you may find useful. For more complete information, you should read the entire Management Agreement, which is included as
exhibits to the registration statement of which this prospectus is a part and are incorporated into this prospectus by reference.

Management Agreement

     Under the Management Agreement, our Manager will be responsible for providing us with substantially all of our services, including:

     •
            commercial services , which include chartering and marketing;

     •
            technical services , which include vessel maintenance; ensuring regulatory and classification society compliance; crewing;
            insurance; purchasing; and shipyard supervision;

     •
            administrative services , which include legal, investor relations and financial compliance services; bookkeeping and accounting
            services; and banking and financial services; and

     •
            strategic services , which include strategic planning; acquisitions of assets and businesses; and general management of our
            business.

      Our Manager will use its best efforts to provide these services upon our request in a commercially reasonable manner and may provide
these services directly to us or subcontract for certain of these services with other entities, primarily other Genco subsidiaries. However, our
Manager will subcontract with qualified third-party independent technical managers not affiliated with Genco for the technical management of
our vessels. Our Manager will remain responsible for any subcontracted services. We will indemnify our Manager for losses it incurs in
connection with providing these services, excluding losses caused by the recklessness, gross negligence or willful misconduct of our Manager
or its employees or agents, for which losses our Manager will indemnify us.

     Term and Termination Rights

     Subject to the termination rights described below, the initial term of the Management Agreement will expire on December 31, 2024. If not
terminated, the Management Agreement shall automatically renew for a five-year period and shall thereafter be extended in additional five-year
increments if we do not provide notice of termination in the fourth quarter of the year immediately preceding the end of the respective term.

     Our Termination Rights.      We may terminate the Management Agreement under any of the following circumstances:

     •
            First , if at any time our Manager materially breaches the Management Agreement and the matter is unresolved after a 90-day
            dispute resolution period.

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    •
              Second , if at any time (1) our Manager has been convicted of, or has entered into a plea bargain or plea of nolo contendere or
              settlement admitting guilt for a crime, which conviction, plea or settlement is demonstrably and materially injurious to us and
              (2) the holders of a majority of the outstanding Common Stock elect to terminate the Management Agreement.

    •
              Third , if the Manager commits fraud or is grossly negligent, or commits an act of willful misconduct and we are materially injured
              thereby.

    •
              Fourth , if at any time our Manager experiences certain bankruptcy events.

    •
              Fifth, if any person or persons, other than Peter C. Georgiopoulos, controls a majority of the voting or economic control of our
              Manager and we do not consent to the change of control, which consent shall not be unreasonably withheld or delayed.

    •
              Sixth , if we provide notice in the fourth quarter of 2019 after two-thirds of our board of directors elect to terminate the
              Management Agreement, which termination would be effective on December 31, 2020.

    •
              Seventh , if we provide notice in the fourth quarter of 2023, which termination would be effective on December 31, 2024. If the
              Management Agreement extends pursuant to its terms as described above, we can elect to exercise this optional termination right
              in the fourth quarter of the year immediately preceding the end of the respective term.

      If we elect to terminate the Management Agreement under the fifth, sixth or seventh circumstances described above, our Manager will be
entitled to receive a payment, which we refer to as the Termination Payment, in a lump sum within 30 days following the termination date of
the Management Agreement. A Termination Payment is also payable if our Manager terminates the Management Agreement as described
below and is generally calculated as the five times the average annual management fees payable to Genco for the last five completed years of
the term of the Management Agreement, or such lesser number of years as may have been completed at the time of termination. If the
Management Agreement terminates during its initial year, the Termination Payment will be approximately $9.6 million, based on five times an
amount of approximately $1.9 million.

     Our Manager's Termination Rights.         Our Manager may terminate the Management Agreement prior to the end of its term under any of
the following circumstances:

    •
              First , after the fifth anniversary of this offering with 12 months' written notice. At our option, the Manager shall continue to
              provide technical services to us for up to an additional two-year period from termination.

    •
              Second , if at any time we materially breach the agreement and the matter is unresolved after a 90-day dispute resolution period.

    •
              Third, if there is a change of control (as defined below) of us. If we have knowledge that such a change of control will occur, we
              must give the Manager written notice. The Manager can exercise its right to terminate for change of control upon the earlier of the
              occurrence of such change of control or its receipt of such notice from us until 60 days after the later of the occurrence of such
              change of control or its receipt of such notice from us.

     Termination after Our Change of Control.          The Management Agreement will terminate automatically immediately after a change of
control (as defined below) of us.

        "Change of control" means the occurrence of any of the following:

    •
              the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of
              related transactions, of all or substantially all of our assets, other than a disposition to Genco or any of its affiliates;

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    •
              the adoption by our board of directors of a plan of liquidation or dissolution of us;

    •
              the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any
              "person" (as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934), other than Genco or any of its
              affiliates, becomes the beneficial owner, directly or indirectly, of a majority of our voting shares, measured by voting power rather
              than number of shares;

    •
              if, at any time, we become insolvent, admit in writing our inability to pay our debts as they become due, are adjudged bankrupt or
              declare our bankruptcy or make an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy,
              insolvency or other similar laws of any applicable jurisdiction or commence or consent to proceedings relating to it under any
              reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction;

    •
              we consolidate with, or merge with or into, any person (other than Genco or any of its affiliates), or any such person consolidates
              with, or merges with or into, us, in any such event pursuant to a transaction in which outstanding shares of our common stock are
              converted into or exchanged for cash, securities or other property, or receive a payment of cash, securities or other property, other
              than any such transaction where any of our common stock outstanding immediately prior to such transaction is converted into or
              exchanged for voting stock of the surviving or transferee person constituting a majority of the outstanding voting power of such
              surviving or transferee person immediately after giving effect to such issuance; and

    •
              the first day on which a majority of the members of our board of directors are not continuing directors.

        "Continuing directors" means, as of any date of determination, any member of our board of directors who was:

    •
              a member of our board of directors on the date immediately after the closing of this offering; or

    •
              nominated for election or elected to our board of directors with the approval of a majority of the directors then in office who were
              either directors immediately after the closing of this offering or whose nomination or election was previously so approved.

     If our Manager elects to terminate the Management Agreement for our material breach or our change of control as described above, we
will be required to pay our Manager the Termination Payment in a single installment.

Compensation of Our Manager

     Management Fees. In return for providing to us services under the Management Agreement, we will pay our Manager management
fees based on the following components:

    •
              Commercial services fee. We will pay a fee to our Manager for commercial services it provides to us equal to 1.25% of gross
              charter revenues generated by each vessel.

    •
              Technical services fee. We will pay a fee to our Manager for technical services it provides to us at a rate of $750 per vessel per
              day. This $750 amount is subject to increase on each anniversary of the date hereof based on the total percentage increase, if any,
              in the Consumer Price Index over the immediately preceding twelve months of the Term. For purposes of this provision, the
              Consumer Price Index used is the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of
              the United States Department of Labor, New York, N.Y.—Northeastern N.J.

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          Area, All Items, or any successor index. If there is no successor index, our Manager has the right to reasonably select a substitute.

     •
            Sale & purchase fee. We will pay a fee to our Manager equal to 1% of the gross purchase or sale price upon the consummation of
            any purchase or sale of a vessel by us.

     In addition, we will reimburse our Manager for its direct and indirect expenses in providing administrative and strategic services as well as
the other types of services listed above services as well as for the pro rata portion of the salary and other costs incurred by our Manager in
employing and compensating an internal auditor who will be made available to us on a part time basis. The Management Agreement also
provides that we have the right to audit costs and expenses billed to us by our Manager and also provides for a third party to settle any billing
disputes between us and our Manager.

Amendments

     The Management Agreement may not be amended without the consent of both parties.

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                                CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

      At or prior to the closing of this offering, Genco, through Genco Investments LLC, will make a capital contribution to us of $75 million in
exchange for shares of our Class B Stock. Following our execution of each of the agreements to acquire the six vessels that comprise our initial
fleet, we paid cumulative deposits of $35.5 million to the sellers of the vessels using funds advanced by Genco which will be credited towards
the purchase price for our Class B Stock. From time to time, Genco and Genco Investments LLC, a wholly-owned subsidiary of Genco,
advances funds to us for ordinary course expenditures. As of December 31, 2009 and the date of this prospectus, such advances totaled
approximately $850,000 and $75 million, respectively.

     After this offering, Genco will own, directly or indirectly, 5,699,088 shares of our Class B Stock, representing a 25.37% ownership
interest in us and 83.60% of the aggregate voting power of our outstanding shares of common stock (22.88% and 81.65%, respectively, if the
underwriters exercise their over-allotment option in full).

Distributions and Payments to Genco and its Affiliates, Including Our Manager

     The following table summarizes distributions and payments to be made by us to Genco, which will be our Manager, or its affiliates, in
connection with our formation and ongoing operation and termination of the Management Agreement. These distributions and payments were
determined by and among affiliated entities and, consequently, are not the result of arm's-length negotiations.

Formation Stage
The consideration received by Genco and its affiliates
  for its capital contribution of $75 million to us       5,699,088 shares of Class B Stock.
Operational Stage
Dividends to Genco and its affiliates                     Based on their ownership of shares of our Common Stock or Class B Stock, Genco
                                                          and its affiliates will be entitled to receive dividends that our board of directors
                                                          declares on our Common Stock or Class B Stock.
Payments to our Manager                                   Genco, our Manager, will manage our operations, subject to the oversight of our
                                                          board of directors and the supervision of our executive officers. Pursuant to the
                                                          Management Agreement, our Manager will provide to us commercial, technical,
                                                          administrative and strategic services. We will pay fees for these services as set forth
                                                          in the Management Agreement. We will not be able to quantify in advance the fees
                                                          for services provided under the Management Agreement because the payment
                                                          amounts due and the particular amounts or mix of services to be provided under that
                                                          agreement are not specified or fixed, and we expect that the aggregate amount of
                                                          these fees will vary from period to period. Please read "Our Manager and
                                                          Management Agreements—Management Agreement" for further information about
                                                          the Management Agreement.
Termination of Management Agreement                       We or our Manager may terminate the Management Agreement under specified
                                                          circumstances, and in some of those circumstances we will be required to pay a
                                                          termination fee to our Manager, the amount of which may be substantial. Please read
                                                          "Our Manager and Management Agreement—Management Agreement" for further
                                                          information about the Management Agreement.

Agreements Governing the Transactions

     We have entered into or will enter into various agreements that will effect the transactions relating to our formation and this offering,
including the vesting of assets in, and the assumption of liabilities by, us

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and the application of the proceeds of this offering. These agreements will not be the result of arm's-length negotiations and they, or any of the
transactions that they provide for, may not be effected on terms at least as favorable to us as they could have been obtained from unaffiliated
third parties. All of the transaction expenses incurred in connection with these transactions will be paid from the proceeds of this offering.

Omnibus Agreement

     Prior to or at the closing of this offering, we will enter into an Omnibus Agreement with Genco reflecting the provisions described below.

Business Opportunities

     Under the omnibus agreement, Genco and we will agree that Genco and its other affiliates may pursue any Business Opportunity (as
defined in (a) below) of which it, they or we become aware, subject to certain conditions. Business Opportunities may include, among other
things, opportunities to charter or acquire vessels or to acquire vessel businesses.

     Pursuant to the Omnibus Agreement, we will agree that:

     (a)
            Genco and its other affiliates may engage (and will have no duty to refrain from engaging) in the same or similar activities or lines
            of business as us, including conducting business in the drybulk spot market, and that we will not be deemed to have an interest or
            expectancy in any business opportunity, transaction or other matter, including any opportunity to acquire or dispose of a drybulk
            vessel (each a Business Opportunity) in which Genco or any of its other affiliates engages or seeks to engage merely because we
            engage in the same or similar activities or lines of business as that related to such Business Opportunity;

     (b)
            if Genco or any of its affiliates, including us (whether through our any of their respective officers or directors who are also officers
            or directors of us, or otherwise) acquires knowledge of a potential Business Opportunity that may be deemed to constitute a
            corporate opportunity of both Genco and us, then (i) neither Genco, our Manager nor any of such officers or directors will have
            any duty to communicate or offer such Business Opportunity to us and (ii) Genco shall have a right of first refusal for a period of
            two weeks to elect to pursue or acquire such Business Opportunity for itself or direct such Business Opportunity to another person
            or entity unless such Business Opportunity is the opportunity to enter into a voyage charter or trip charter, for a particular drybulk
            vessel (a Spot Charter Opportunity); and

     (c)
            if Genco or any of its affiliates, including us (whether through our any of their respective officers or directors who are also officers
            or directors of us, or otherwise) acquires knowledge of a potential Spot Charter Opportunity that may be deemed to constitute a
            corporate opportunity of both Genco and us, then (i) neither we nor our officers or directors will have any duty to communicate or
            offer such Spot Charter Opportunity to Genco and (ii) we shall have a right of first refusal for a period of 24 hours to elect to
            pursue or acquire such Spot Charter Opportunity for ourselves.

    For the avoidance of doubt, an index time charter that produces revenues based on current spot charter rates would be considered a
Business Opportunity of Genco.

     As the entry of a drybulk vessel by either Genco or us into a vessel pool would not prevent the other party from taking the same action,
neither Genco nor we have any obligation to provide notice or a right of first refusal to the other party regarding the entry of a drybulk vessel
into a vessel pool.

Other Restrictions

     So that Genco may comply with a provision in its existing credit facility, the Omnibus Agreement will provide that we will not issue any
shares of preferred stock without the prior written consent of Genco. In addition, the Omnibus Agreement will also provide that we will use our
commercially reasonable efforts not to take any action that would result in an event of default under Genco's existing credit facility or the

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terms of any future credit facility Genco may enter into to the extent such terms impose no greater restrictions on Genco's subsidiaries than its
existing credit facility.

Amendments

    The Omnibus Agreement may not be amended without the prior approval of the conflicts committee of our board of directors if the
proposed amendment will, in the reasonable discretion of our board of directors, adversely affect our Common Stock holders.

Termination

      If Genco or its other affiliates no longer beneficially own shares representing at least 10% of the aggregate number of outstanding shares
of our Common Stock and Class B Stock, and no person who is an officer or director of us is also an officer or director of Genco or its other
affiliates, then the Omnibus Agreement will terminate.

Registration Rights

     Prior to or at the closing of this offering, we will enter into a registration rights agreement with Genco pursuant to which we will grant
Genco and its affiliates certain registration rights with respect to our Common Stock and Class B Stock owned by them. Pursuant to the
agreement, Genco will have the right, subject to certain terms and conditions, to require us, on up to three separate occasions following the first
anniversary of this offering, to register under the Securities Act of 1933, as amended (or the Securities Act), shares of our Common Stock,
including Common Stock issuable upon conversion of Class B Stock, held by Genco and its affiliates for offer and sale to the public (including
by way of underwritten public offering) and incidental or "piggyback" rights permitting participation in certain registrations of common stock
by us.

Review and Approval of Transactions with Related Persons

      Prior to the completion of this offering, our Board of Directors will adopt a policy and procedures for review, approval and monitoring of
transactions involving the our company and "related persons" (generally, directors and executive officers, director nominees, shareholders
owning five percent or greater of any class of the our voting securities, immediate family members of the foregoing). The policy will cover any
related person transaction that meets the minimum threshold for disclosure in our proxy statements under the relevant SEC rules (generally,
transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest) and will be applied to
any such transactions proposed after its adoption.

     Related person transactions must be approved by the Board or by a committee of the Board consisting solely of independent directors,
who will approve the transaction only if they determine that it is in the best interests of our company. In considering the transaction, the Board
or committee will consider all relevant factors, including as applicable (i) the related person's interest in the transaction; (ii) the approximate
dollar value of the amount involved in the transaction; (iii) the approximate dollar value of the amount of the related person's interest in the
transaction without regard to the amount of any profit or loss; (iv) our business rationale for entering into the transaction; (v) the alternatives to
entering into a related person transaction; (vi) whether the transaction is on terms no less favorable to us than terms that could have been
reached with an unrelated third party; (vii) the potential for the transaction to lead to an actual or apparent conflict of interest and any
safeguards imposed to prevent such actual or apparent conflicts; (viii) the overall fairness of the transaction to us; and (ix) any other
information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light
of the circumstances of the particular transaction. If a director is involved in the transaction, he or she will not cast a vote regarding the
transaction.

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                        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth the beneficial ownership of our Common Stock and Class B Stock that will be outstanding upon completion
of this offering and the related transactions and held by beneficial owners of 5.0% or more of the Common Stock or Class B Stock and by all of
our directors and officers as a group (excluding 12,500 restricted shares expected to be granted to our directors promptly following their
appointment as directors). Under our existing original Articles of Incorporation, as of February 24, 2010 Genco beneficially owns 100 shares,
or 100%, of our capital stock through a wholly-owned subsidiary, Genco Investments LLC.

                                                 Common             Percentage of          Class B           Percentage of
                                                Stock to be           Common             Stock to be            Class B
              Name and Address of Beneficial    Beneficially           Stock             Beneficially            Stock
              Owner (1)                           Owned             Outstanding            Owned             Outstanding
              Genco Shipping & Trading
                Limited (2)                                —                      —         5,699,088                        100 %
              Peter C. Georgiopoulos (3)              358,000                   2.14 %             —                          —
              John C. Wobensmith (3)                  108,000                   0.64 %             —                          —
              Basil G. Mavroleon                           —                      —                —                          —
              Harry A. Perrin                              —                      —                —                          —
              Edward Terino                                —                      —                —                          —
              George Wood                                  —                      —                —                          —
              All directors and officers as
                a group (6 persons)                   466,000                   2.78 %                  —                     —

              (1)

                      Unless otherwise indicated, the business address of each beneficial owner identified is c/o Genco Shipping & Trading
                      Limited, 299 Park Avenue, 20th Floor, New York, NY 10171.

              (2)

                      Shares of Class B Stock reported consist solely of shares beneficially owned by Genco through a wholly-owned
                      subsidiary, Genco Investments LLC.

              (3)

                      Restricted shares to be issued under our 2010 Equity Incentive Plan. See "Management—2010 Equity Incentive Plan."

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                                                   DESCRIPTION OF CAPITAL STOCK

     The following is a description of material terms of our amended and restated articles of incorporation and amended and restated by-laws
that will be in effect prior to the closing of this offering. Because the following is a summary, it does not contain all information that you may
find useful. For more complete information, you should read our amended and restated articles of incorporation and by-laws, copies of which
will be filed as exhibits to the registration statement of which this prospectus forms a part.

Purpose

     Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which
corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act, or BCA. Our articles of incorporation
and by-laws do not impose any limitations on the ownership rights of our shareholders.

     Authorized Capitalization

     Our amended and restated articles of incorporation will provide for Common Stock, which has one vote per share, and Class B Stock,
which has 15 votes per share. However, if holders of a majority of the Class B Stock make an irrevocable election to do so, the aggregate
voting power of the Class B Stock will be limited to a maximum of 49% of the voting power of our outstanding Common Stock and Class B
Stock. Other than these voting rights and conversion rights applicable to the Class B Stock as described below, the rights of the two classes of
stock are identical. The rights of these classes of stock are discussed in greater detail below.

     Upon completion of this offering, our authorized capital stock will consist of 700,000,000 shares, of which:

     •
            500,000,000 shares will be designated as Common Stock, par value $0.01 per share;

     •
            100,000,000 shares will be designated as Class B Stock, par value $0.01 per share; and

     •
            100,000,000 shares will be designated as preferred stock, par value $0.01 per share.

     Upon completion of this offering, we will have outstanding 16,766,000 shares of Common Stock, including 466,000 restricted shares to be
issued as incentive compensation to our Chairman and our President and Chief Financial Officer under the 2010 Equity Incentive Plan, and
5,699,088 shares of Class B Stock and no shares of preferred stock.

Common Stock and Class B Stock

Voting Rights

      Generally, Marshall Islands law provides that the holders of a class of stock are entitled to a separate class vote on any proposed
amendment to our articles of incorporation that would change the aggregate number of authorized shares or the par value of that class of shares
or alter or change the powers, preferences or special rights of that class so as to affect it adversely.

     Holders of our Common Stock and Class B Stock will have identical rights, except that our Common Stock holders will be entitled to one
vote per share and holders of our Class B Stock will be entitled to 15 votes per share. However, if holders of a majority of the Class B Stock
make an irrevocable election to do so, the aggregate voting power of the Class B Stock will be limited to a maximum of 49% of the voting
power of our outstanding Common Stock and Class B Stock, voting together as a single class at the election of holders of a majority of the
Class B stock as noted above. Except as otherwise provided by the BCA, holders of shares of Common Stock and Class B Stock will vote
together as a single class on all matters submitted to a vote of shareholders, including the election of directors.

Dividends

    Marshall Islands law generally prohibits the payment of a dividend when a company is insolvent or would be rendered insolvent by the
payment of such a dividend or when the declaration or payment would

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be contrary to any restrictions contained in the company's articles of incorporation. Dividends may be declared and paid out of surplus only, but
if there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the
preceding fiscal year.

     Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Common Stock and
Class B Stock will be entitled to share equally in any dividends that our board of directors may declare from time to time out of funds legally
available for dividends. In the event a stock dividend is paid, the holders of Common Stock will receive Common Stock, or rights to acquire
Common Stock, as the case may be, and the holders of Class B Stock will receive Class B Stock, or rights to acquire Class B Stock, as the case
may be.

Liquidation Rights

      Upon our liquidation, dissolution or winding-up, the holders of our Common Stock and Class B Stock will be entitled to share equally in
all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock.

Conversion

     Shares of our Common Stock will not be convertible into any other shares of our capital stock.

     Each share of our Class B Stock will be convertible at any time at the option of the holder thereof into one share of our Common Stock. In
addition:

     •
             upon any transfer of shares of Class B Stock to a holder other than Genco or any of its affiliates or any successor to Genco's
             business or to all or substantially all of its assets, such shares of Class B Stock will automatically convert into Common Stock upon
             such transfer; and

     •
             all shares of our Class B Stock will automatically convert into shares of our Common Stock if the aggregate number of outstanding
             shares of Common Stock and Class B Stock beneficially owned by Genco and its affiliates falls below 10% of the aggregate
             number of outstanding shares of our Common Stock and Class B Stock.

     All such conversions will be effected on a one-for-one basis.

     Once converted into Common Stock, shares of Class B Stock shall not be reissued. Neither our Common Stock nor our Class B Stock may
be subdivided or combined unless the other class of stock concurrently is subdivided or combined in the same proportion and in the same
manner.

Anti-Dilution

     Pursuant to a subscription agreement to be entered into between us and Genco Investments LLC at or prior to the consummation of this
offering, for so long as Genco directly or indirectly holds at least 10% of the aggregate number of outstanding shares of our Common Stock
and Class B Stock, Genco Investments LLC will be entitled to receive an additional number of shares of Class B Stock equal to 2% of the
number of shares of Common Stock issued after the consummation of this offering, excluding any shares of Common Stock issuable upon the
exercise of the underwriters' over-allotment option in this offering or issued as an award or issuable upon exercise of an award under our 2010
Equity Incentive Plan. These additional shares would be issued for no additional consideration unless insufficient surplus from Genco
Investments LLC's $75 million capital contribution exists to cover the par value of such additional shares, in which case Genco
Investment LLC will pay us the par value of such shares.

Other Rights

     Our Common Stock holders will not have redemption or preemptive rights to subscribe for any of our securities. The rights, preferences
and privileges of our Common Stock holders are subject to the rights of the holders of any shares of preferred stock that we may issue in the
future.

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Preferred Stock

     Our amended and restated articles of incorporation will authorize our board of directors to establish one or more series of preferred stock
and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

     •
            the designation of the series;

     •
            the number of shares of the series;

     •
            the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of
            such series; and

     •
            the voting rights, if any, of the holders of the series.

     So that Genco may comply with a provision in its existing credit facility, the Omnibus Agreement that we will enter into with Genco will
provide that we will not issue any shares of preferred stock without the prior written consent of Genco.

Directors

     Our directors will be elected by a plurality of the votes cast by shareholders entitled to vote. There will be no provision for cumulative
voting.

     Our amended and restated articles of incorporation will provide that our board of directors must consist of at least three members.
Shareholders may change the number of directors only by the affirmative vote of holders of 80% or more of the voting power of all outstanding
shares of our capital stock. The board of directors may change the number of directors only by a majority vote of the entire board.

Shareholder Meetings

      Under our amended and restated by-laws, annual general meetings will be held at a time and place selected by our board of directors. The
meetings may be held in or outside of the Marshall Islands. Under our amended and restated articles of incorporation, if we fail to hold an
annual meeting within 90 days of the designated date, a special meeting in lieu of an annual meeting may be called by shareholders holding not
less than 10% of the voting power of all outstanding shares entitled to vote at such meeting. Other than such a meeting in lieu of an annual
meeting, special meetings of shareholders may be called only our board of directors as set forth in a resolution stating the purpose or purposes
thereof. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that
will be eligible to receive notice and vote at the meeting.

Dissenters' Rights of Appraisal and Payment

      Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation or sale of
all or substantially all of our assets, and receive payment of the fair value of their shares. In the event of any further amendment of our articles
of incorporation, a shareholder also has the right to dissent and receive payment for the shareholder's shares if the amendment alters certain
rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event
that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution
of proceedings in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.

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Shareholders' Derivative Actions

      Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative
action, provided that the shareholder bringing the action is a holder of common stock both at the time the derivative action is commenced and
at the time of the transaction to which the action relates.

Limitations on Director Liability and Indemnification of Directors and Officers

      The BCA authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for
monetary damages for breaches of directors' fiduciary duties. Our articles of incorporation include a provision that eliminates the personal
liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

     Our amended and restated articles of incorporation and by-laws will also provide that we must indemnify our directors and officers to the
fullest extent permitted by law. We are also expressly authorized to advance certain expenses (including attorneys' fees and disbursements and
court costs) to our directors and offices and to carry directors' and officers' insurance providing indemnification for our directors and officers
for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and
officers.

     The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and by-laws may
discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect
of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise
benefit us and our shareholders. In addition, your investment may be adversely affected to the extent that we pay the costs of settlement and
damage awards against our directors and officers pursuant to these indemnification provisions.

      Our amended and restated articles of incorporation will also give Genco a right of first refusal for business opportunities that may be
attractive to both Genco and us. This provision has the effect of limiting the obligations of our directors and officers who also serve as directors
or officers of Genco or its other affiliates to provide these opportunities to us. If Genco or its affiliates no longer beneficially own shares
representing at least 10% of the aggregate number of outstanding shares of our Common Stock and Class B Stock, and no person who is an
officer or director of us is also an officer or director of Genco or its other affiliates, then this business opportunity provision of our articles of
incorporation will terminate.

     There is currently no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is
being sought.

Anti-Takeover Effect of Certain Provisions of Our Articles of Incorporation and By-laws

      Several provisions of our amended and restated articles of incorporation and by-laws, which are summarized below, may have
anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and
enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However,
these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of us by
means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent
officers and directors.

Dual Class Structure

     As discussed above, our Class B Stock will have 15 votes per share, subject to a 49% aggregate Class B Stock voting power maximum at
the election of holders of a majority of the Class B stock, while our Common Stock, which is the class of stock we are selling in this offering
and which will be the only class of

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stock which is publicly traded, will have one vote per share. After this offering, Genco will control all of our Class B Stock. Because of our
dual-class structure, Genco will be able to control all matters submitted to our shareholders for approval even if it and its affiliates come to own
significantly less than 50% of the aggregate number of outstanding shares of our Common Stock and Class B Stock. This concentrated control
could discourage others from initiating any potential merger, takeover or other change of control transaction that other shareholders may view
as beneficial.

Blank Check Preferred Stock

     Under the terms of our amended and restated articles of incorporation, our board of directors will have authority, without any further vote
or action by our shareholders, to issue up to 100 million shares of "blank check" preferred stock. Our board could authorize the issuance of
preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of Common Stock. The issuance of
preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things,
have the effect of delaying, deferring or preventing a change in control of us or the removal of our management and might har m the market
price of our Common Stock. We have no current plans to issue any shares of preferred stock and will agree with Genco under the Omnibus
Agreement not to issue any shares of preferred stock without Genco's prior written consent.

Election and Removal of Directors

     Our amended and restated articles of incorporation will prohibit cumulative voting in the election of directors. Our amended and restated
by-laws will require parties other than the board of directors to give advance written notice of nominations for the election of directors. These
provisions may discourage, delay or prevent the removal of incumbent officers and directors.

     Our amended and restated by-laws will provide that shareholders are required to give us advance notice of any person they wish to
propose for election as a director at an annual general meeting if that person is not proposed by our board of directors. These advance notice
provisions provide that the shareholder must have given written notice of such proposal not less than 150 days nor more than 180 days prior to
the anniversary date of the immediately preceding annual general meeting.

      Our shareholders may not call special meetings for the purpose of electing directors except in lieu of an annual meeting as discussed above
or to replace a director being removed by the shareholders. Our amended and restated articles of incorporation will provide that any director or
our entire board of directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a 80% or more of the
total voting power of our outstanding capital stock or by directors constituting at least two-thirds of the entire board of directors.

Limited Actions by Shareholders

     Our amended and restated by-laws will provide that any action required or permitted to be taken by our shareholders must be effected at
an annual or special meeting of shareholders or by the unanimous written consent of our shareholders, provided that if the BCA in the future
permits action to be taken by less than unanimous written consent of our shareholders, the holders of voting power sufficient to take such
specified action may do so by written consent so long as Genco and its affiliates (other than us and our subsidiaries) beneficially own shares
representing a majority of the total voting power of our outstanding capital stock. Our amended and restated by-laws will provide that, subject
to certain limited exceptions, only our Chairman or President, at the direction of the board of directors, may call special meetings of our
shareholders, and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may
be prevented from calling a special meeting for

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shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be
delayed until the next annual general meeting.

Shareholder Rights Plan

General

     Each share of our Common Stock and our Class B Stock will include one right, or, collectively, the rights, that entitles the holder to
purchase from us a unit consisting of one tenth of one share of the same class of stock in which such right is included at a purchase price of
$100 per share, subject to specified adjustments. The rights will be issued pursuant to a rights agreement between us and BNY Mellon
Shareowner Services, as rights agent. Until a right is exercised, the holder of a right will have no rights to vote, receive dividends or any other
shareholder rights by virtue of its ownership of such right.

      The rights may have anti-takeover effects. The rights may cause substantial dilution to any person or group that attempts to acquire us
without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any
attempt to acquire us. Because our board of directors could approve a redemption of the rights or a permitted offer, the rights should not
interfere with a merger or other business combination approved by our board of directors. The adoption of the rights agreement will be
approved by our sole shareholder before the closing of this offering.

      We have summarized the material terms and conditions of the rights agreement and the rights below. For a complete description of the
rights, we encourage you to read the rights agreement, which we will file as an exhibit to the registration statement of which this prospectus is a
part.

Detachment of the Rights

     The rights will be attached to all certificates representing our currently outstanding Common Stock and Class B Stock and will attach to all
Common Stock and Class B Stock certificates we issue before the rights distribution date or the date on which the rights expire (or thereafter,
in certain circumstances). The rights will not be exercisable until after the rights distribution date and will expire at the close of business on the
tenth anniversary of the closing of this offering, unless we redeem or exchange them earlier as we describe below. The rights will separate from
the Common Stock and Class B Stock and a rights distribution date would occur, subject to specified exceptions, on the earlier of the following
two dates:

     •
             ten days following a public announcement that a person or group of affiliated or associated persons, or an "acquiring person," has
             acquired or obtained the right to acquire beneficial ownership of 15% or more of our outstanding Common Stock or Class B Stock;
             or

     •
             ten business days following the announcement of a tender or exchange offer that would result, if closed, in a person's becoming an
             acquiring person.

     Genco, Peter Georgiopoulos, and their respective related entities will be excluded from the definition of "acquiring person" for purposes
of the distribution of the rights, and therefore their ownership cannot trigger the distribution of the rights. Specified "inadvertent" owners that
would otherwise become an acquiring person, including those who would have this designation as a result of repurchases of Common Stock by
us, will not become acquiring persons as a result of those transactions.

     Our board of directors may defer the rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a
person becoming an acquiring person if the person promptly divests itself of a sufficient number of shares of Common Stock.

     Until the rights distribution date:

     •
             our Common Stock and Class B Stock certificates will evidence the rights, and the rights will be transferable only with those
             certificates; and

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     •
             any new Common Stock and Class B Stock will be issued with rights and new certificates will contain a notation incorporating the
             rights agreement by reference.

      As soon as practicable after the rights distribution date, the rights agent will mail certificates representing the rights to holders of record of
our Common Stock and Class B Stock at the close of business on that date. After the rights distribution date, only separate rights certificates
will represent the rights.

     We will not issue rights with any shares of Common Stock or Class B Stock we issue after the rights distribution date, except as our board
of directors may otherwise determine.

Flip-In Event

     A "flip-in event" will occur under the rights agreement when a person becomes an acquiring person, as defined above.

     If a flip-in event occurs and we do not redeem the rights as described under the heading "Redemption of Rights" below, each right, other
than any right that has become void, as we describe below, will become exercisable at the time it is no longer redeemable for the number of
shares of stock of the same class of stock in which such right is included, or, in some cases, cash, property or other of our securities, having a
current market price equal to two times the exercise price of such right. For purposes of a flip-in event, a share of Class B Stock will be deemed
to have the same market price as a share of Common Stock.

    When a flip-in event occurs, all rights that then are, or in some circumstances that were, beneficially owned by or transferred to an
acquiring person or specified related parties will become void in the circumstances the rights agreement specifies.

Flip-Over Event

     A "flip-over event" will occur under the rights agreement when, at any time after a person has become an acquiring person:

     •
             we are acquired in a merger or other business combination transaction, subject to limited exceptions; or

     •
             50% or more of our assets or earning power is sold or transferred.

    If a flip-over event occurs, each holder of a right, other than any right that has become void as we describe under the heading "Flip-In
Event" above, will have the right to receive the number of shares of common stock of the acquiring company which has a current market price
equal to two times the exercise price of such right.

Anti-Dilution

      The number of outstanding rights associated with our Common Stock is subject to adjustment for any stock split, stock dividend or
subdivision, combination or reclassification of our common stock occurring before the rights distribution date. With some exceptions, the rights
agreement will not require us to adjust the exercise price of the rights until cumulative adjustments amount to at least 1% of the exercise price.
It also will not require us to issue fractional shares of our Common Stock that are not integral multiples of one one-hundred thousandth of a
share of preferred stock and, instead, we may make a cash adjustment based on the market price of the common stock on the last trading date
before the date of exercise. The rights agreement reserves to us the right to require before the occurrence of any flip-in event or flip-over event
that, on any exercise of rights, a number of rights must be exercised so that we will issue only whole shares of stock.

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Redemption of Rights

      At any time before the earlier of the date on which a person publicly announces that it has become an acquiring person or the date on
which the rights expire, we may redeem the rights in whole, but not in part, at a redemption price of $0.01 per right. The redemption price is
subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At our option, we may
pay that redemption price in cash or shares of common stock. The rights are not exercisable after a flip-in event triggered by the acquisition of
or right to acquire beneficial ownership of our stock until they are no longer redeemable. The rights will terminate immediately upon ordering
the redemption and making the appropriate filing with the rights agent.

Exchange of Rights

     We may, at our option, subject to applicable laws, rules and regulations, exchange the rights (other than rights owned by an acquiring
person or an affiliate or an associate of an acquiring person, which have become void), in whole or in part. The exchange will be at an
exchange ratio of one share of common stock per right, subject to specified adjustments at any time after the occurrence of a flip-in event and
before any person becoming the beneficial owner of 50% or more of the shares of common stock then outstanding.

Amendment of Terms of Rights

     During the time the rights are redeemable, we may amend any of the provisions of the rights agreement in any way without the approval
of the rights holders. Once the rights cease to be redeemable, we generally may amend the provisions of the rights agreement without the
approval of the rights holders, only as follows:

     •
            to cure any ambiguity, defect or inconsistency;

     •
            to make changes that do not materially adversely affect the interests of holders of rights, excluding the interests of any acquiring
            person; or

     •
            to shorten or lengthen any time period under the rights agreement, except that we cannot lengthen the time period governing
            redemption or any other time period, unless such lengthening is for the purpose of protecting, clarifying or enhancing the rights
            and benefits of the rights holders (other than an acquiring person).

Transfer Agent

     The registrar and transfer agent for our Common Stock will be BNY Mellon Shareowner Services.

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                                    CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS

     Our corporate affairs are governed by our articles of incorporation and by-laws and by the BCA. The provisions of the BCA resemble
provisions of the corporation laws of a number of states in the United States, including Delaware. While the BCA also provides that it is to be
interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few,
if any, court cases interpreting the BCA in the Marshall Islands, and we cannot predict whether Marshall Islands courts would reach the same
conclusions as Delaware or other courts in the United States. Accordingly, you may have more difficulty in protecting your interests under
Marshall Islands law in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation
incorporated in a U.S. jurisdiction that has developed a substantial body of case law.

     The following table provides a comparison between statutory provisions of the BCA and the Delaware General Corporation Law relating
to shareholders' rights.

                             Marshall Islands                                                                Delaware
                                                             Shareholder Meetings

Held at a time and place as designated in the by-laws.                       May be held at such time or place as designated in the certificate of
                                                                             incorporation or the by-laws, or if not so designated, as determined
                                                                             by the board of directors.

Special meetings of the shareholders may be called by the board of           Special meetings of the shareholders may be called by the board of
directors or by such person or persons as may be authorized by the           directors or by such person or persons as may be authorized by the
articles of incorporation or by the by-laws.                                 certificate of incorporation or by the by-laws.

May be held in or outside of the Marshall Islands.                           May be held in or outside of Delaware.

Notice:                                                                      Notice:
•      Whenever shareholders are required to take any action at a            •     Whenever shareholders are required to take any action at a
     meeting, a written notice of the meeting shall be given which                meeting, a written notice of the meeting shall be given which
     shall state the place, date and hour of the meeting and, unless it           shall state the place, if any, date and hour of the meeting, and the
     is an annual meeting, indicate that it is being issued by or at the          means of remote communication, if any.
     direction of the person calling the meeting.
•      A copy of the notice of any meeting shall be given personally         •     Written notice shall be given not less than 10 nor more than
     or sent by mail not less than 15 nor more than 60 days before the            60 days before the meeting.
     meeting.

                                                          Shareholders' Voting Rights

Any action required to be taken by a meeting of shareholders may be          Any action required to be taken by a meeting of shareholders may be
taken without a meeting if consent is in writing and is signed by all        taken without a meeting if a consent for such action is in writing and
the shareholders entitled to vote with respect to the subject matter         is signed by shareholders having not less than the minimum number
thereof.                                                                     of votes that would be necessary to authorize or take such action at a
                                                                             meeting at which all shares entitled to vote thereon were present and
                                                                             voted.

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                             Marshall Islands                                                                Delaware
Any person authorized to vote may authorize another person or                Any person authorized to vote may authorize another person or
persons to act for him by proxy.                                             persons to act for him by proxy.

Unless otherwise provided in the articles of incorporation, a majority       For stock corporations, the certificate of incorporation or by-laws
of shares entitled to vote constitutes a quorum. In no event shall a         may specify the number of shares required to constitute a quorum but
quorum consist of fewer than one third of the shares entitled to vote        in no event shall a quorum consist of less than one-third of shares
at a meeting.                                                                entitled to vote at a meeting. In the absence of such specifications, a
                                                                             majority of shares entitled to vote shall constitute a quorum.

The articles of incorporation may provide for cumulative voting in           The certificate of incorporation may provide for cumulative voting in
the election of directors.                                                   the election of directors.

                                                                      Directors

The board of directors must consist of at least one member.                  The board of directors must consist of at least one member.

Number of board members can be changed by an amendment to the                Number of board members shall be fixed by, or in a manner provided
by-laws, by the shareholders, or by action of the board under the            by, the by-laws, unless the certificate of incorporation fixes the
specific provisions of a bylaw.                                              number of directors, in which case a change in the number shall be
                                                                             made only by amendment of the certificate of incorporation.

If the board of directors is authorized to change the number of
directors, it can only do so by a majority of the entire board of
directors and so long as no decrease in the number shortens the term
of any incumbent director.

                                                          Dissenter's Rights of Appraisal

Shareholders have a right to dissent from any plan of merger or              Appraisal rights shall be available for the shares of any class or series
consolidation or sale of all or substantially all assets not made in the     of stock of a corporation in a merger or consolidation, subject to
usual course of business, and receive payment of the fair value of           limited exceptions, such as a merger or consolidation of corporations
their shares.                                                                listed on a national securities exchange in which listed stock is the
                                                                             offered consideration.

A holder of any adversely affected shares who does not vote on or
consent in writing to an amendment to the articles of incorporation
has the right to dissent and to receive payment for such shares if the
amendment:
•     Alters or abolishes any preferential right of any outstanding
     shares having preference; or
•     Creates, alters or abolishes any provision or right in respect to
     the redemption of any outstanding shares; or

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                              Marshall Islands                                                                  Delaware
•     Alters or abolishes any preemptive right of such holder to
     acquire shares or other securities; or
•     Excludes or limits the right of such holder to vote on any
     matter, except as such right may be limited by the voting rights
     given to new shares then being authorized of any existing or new
     class.

                                                          Shareholder's Derivative Actions

An action may be brought in the right of a corporation to procure a             In any derivative suit instituted by a shareholder or a corporation, it
judgment in its favor, by a holder of shares or of voting trust                 shall be averred in the complaint that the plaintiff was a shareholder
certificates or of a beneficial interest in such shares or certificates. It     of the corporation at the time of the transaction of which he
shall be made to appear that the plaintiff is such a holder at the time         complains or that such shareholder's stock thereafter devolved upon
of bringing the action and that he was such a holder at the time of the         such shareholder by operation of law.
transaction of which he complains, or that his shares or his interest
therein devolved upon him by operation of law.

A complaint shall set forth with particularity the efforts of the
plaintiff to secure the initiation of such action by the board of
directors or the reasons for not making such effort.

Such action shall not be discontinued, compromised or settled
without the approval of the High Court of the Republic of The
Marshall Islands.

Attorneys' fees may be awarded if the action is successful.

A corporation may require a plaintiff bringing a derivative suit to
give security for reasonable expenses if the plaintiff owns less than
5% of any class of stock and the shares have a value of less than
$50,000.

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                                                   SHARES ELIGIBLE FOR FUTURE SALE

      We cannot predict what effect, if any, market sales of shares of Common Stock or the availability of shares of Common Stock for sale will
have on the market price of our Common Stock. Nevertheless, sales of substantial amounts of Common Stock in the public market, or the
perception that such sales might occur, could materially and adversely affect the market price of our Common Stock and could impair our
ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

     Upon completion of this offering, we will have 16,766,000 shares of Common Stock, including 466,000 restricted shares to be issued as
incentive compensation to our Chairman and our President and Chief Financial Officer under the 2010 Equity Incentive Plan, and 5,699,088
shares of Class B Stock outstanding. Of these shares, the Common Stock sold in the offering will be freely transferable in the United States
without restriction under the Securities Act, except that any shares held by our "affiliates," as that term is defined under Rule 144 of the
Securities Act, may be sold only in compliance with the limitations described below. The remaining outstanding shares of our common stock
may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144
under the Securities Act, which are summarized below, or another SEC rule.

     Upon the completion of this offering, Genco, through its wholly-owned subsidiary Genco Investments LLC, will own 5,699,088 shares of
Class B Stock. These shares may not be resold except in compliance with the registration requirements of the Securities Act or under an
exemption from those registration requirements, such as the exemptions provided by Rule 144, Regulation S and other exemptions under the
Securities Act. Our shares of common stock held by Genco or its affiliates will be subject to the underwriters' lock-up agreement as described
below.

     Prior to or at the closing of this offering, we will enter into a registration rights agreement with Genco, pursuant to which we will grant it
and its affiliates, the right, under certain circumstances and subject to certain restrictions, to require us, following the first anniversary of this
offering, to register under the Securities Act any Common Stock, including Common Stock issuable upon conversion of Class B Stock, owned
by Genco or its affiliates. Please read "Certain Relationships and Related-Party Transactions—Registration Rights Agreement."

Rule 144

      In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate and has not been our
affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has beneficially
owned for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume
limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the
shares to be sold were beneficially owned by such person for less than one year.

     In addition, under Rule 144, a person may sell shares of our common stock acquired from us immediately upon the closing of this
offering, without regard to volume limitations or the availability of public information about us, if:

     •
             the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and

     •
             the person has beneficially owned the shares to be sold for at least one year, including the holding period of any prior owner other
             than one of our affiliates.

    Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six
months, including the holding period of any prior owner other than

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one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

     •
            1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this
            offering; and

     •
            the average weekly trading volume in our common stock on the New York Stock Exchange during the four calendar weeks
            preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

     Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of
current public information about us.

Lock-Up Agreements

     In connection with this offering, we, Genco, Genco Investments LLC and each of our officers and directors, including nominees for
directors, have agreed with the underwriters, subject to certain exceptions, not to sell, dispose of or hedge any of our Common Stock or
securities convertible into or exchangeable for shares of Common Stock, for a period of at least 180 days after the date of this prospectus,
except with the prior written consent of the representatives of the underwriters. Please read "Underwriting."

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                                                             TAX CONSIDERATIONS

     The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment
decision by a U.S. Holder or a Non-U.S. Holder, as defined below, with respect to the common stock. This discussion does not purport to deal
with the tax consequences of owning our common stock to all categories of investors, some of which (such as financial institutions, regulated
investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock as part
of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market
method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities,
persons who own, actually or under applicable constructive ownership rules, 10% or more of our Common Stock, dealers in securities or
currencies and investors whose functional currency is not the U.S. dollar) may be subject to special rules. This discussion deals only with
holders who purchase common stock in connection with this offering and hold the common stock as a capital asset. Moreover, this discussion is
based on laws, regulations and other authorities in effect as of the date of this prospectus, all of which are subject to change, possibly with
retroactive effect. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular
situation under U.S. federal, state, local or foreign law of the ownership of our common stock.

Marshall Islands Tax Considerations

     The following are the material Marshall Islands tax consequences of our activities to us and to our shareholders of investing in our
common stock. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital
gains, and no Marshall Islands withholding tax or income tax will be imposed upon payments of dividends by us to our shareholders or
proceeds from the disposition of our common stock.

U.S. Federal Income Tax Considerations

     For purposes of this discussion, the term "U.S. Holder" means a beneficial owner of our common stock that is, for United States federal
income tax purposes, (i) an individual U.S. citizen or resident, (ii) a U.S. corporation or other U.S. entity taxable as a corporation, (iii) an estate
the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if either (x) a court within the United
States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (y) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S.
person. If a partnership, or an entity treated for U.S. federal income tax purposes as a partnership, such as a limited liability company, holds
common stock, the tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. If you
are a partner in such a partnership holding our common stock, you are encouraged to consult your tax advisor. A beneficial owner of our
common stock (other than a partnership) that is not a U.S. Holder is referred to below as a "Non-U.S. Holder."

Taxation of Operating Income: In General

     Unless exempt from U.S. federal income taxation, a foreign corporation is subject to U.S. federal income tax in respect of any income that
is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis or from the
performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived
from sources within the United States, which we refer to as "U.S. source shipping income."

      For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end,
in the United States constitutes U.S. source shipping income.

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     No portion of shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be U.S. source
shipping income. Such shipping income will not be subject to any U.S. federal income tax.

   Shipping income attributable to transportation exclusively between U.S. ports will be considered to be 100% derived from U.S. sources.
However, due to prohibitions under U.S. law, we do not engage in transportation of cargo that produces 100% U.S. source shipping income.

     Unless exempt from tax under Section 883 of the Code (or "effectively connected" with the conduct of a U.S. trade or business, as
described below), our gross U.S. source shipping income generally would be subject to a 4% tax imposed without allowance for deductions.

Exemption of Operating Income from United States Federal Income Taxation

     Under Section 883 of the Code and the related regulations, a foreign corporation will be exempt from U.S. federal income taxation on its
U.S. source shipping income if:

          (1) it is organized in a qualified foreign country, which is one that grants an "equivalent exemption" from tax to corporations
     organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883,
     and to which we refer as the "Country of Organization Test"; and

          (2) either:

               (a) more than 50% of the value of its stock is beneficially owned, directly or indirectly, by qualified shareholders, which
          includes individuals who are "residents" of a qualified foreign country, to which we refer as the "50% Ownership Test";

                (b) one or more classes of its stock representing, in the aggregate, more than 50% of the combined voting power and value of
          all classes of its stock are "primarily and regularly traded on one or more established securities markets" in a qualified foreign
          country or in the United States, to which we refer as the "Publicly Traded Test"; or

               (c) it is a "controlled foreign corporation" and it satisfies an ownership test to which, collectively, we refer as the "CFC Test."

      The Marshall Islands, the jurisdiction where we are incorporated, has been officially recognized by the IRS as a qualified foreign country
that currently grants the requisite equivalent exemption from tax in respect of each category of shipping income we expect to earn in the future,
which we refer to as an "Equivalent Exemption." Therefore, we will satisfy the Country of Organization Test and will be exempt from U.S.
federal income taxation with respect to our U.S. source shipping income if we are able to satisfy any one of the 50% Ownership Test, the
Publicly Traded Test or the CFC Test.

     We believe that, upon the closing of this offering, we will not satisfy the Publicly Traded Test, although we may satisfy such test in the
future, as discussed below. We do not currently anticipate circumstances under which we would be able to satisfy either the 50% Ownership
Test or the CFC Test.

Publicly Traded Test

     The regulations under Section 883 provide, in pertinent part, that a corporation will meet the Publicly Traded Test if one or more classes
of stock of a foreign corporation representing, in the aggregate, more than 50% of the combined voting power and value of all classes of stock
are "primarily and regularly traded on one or more established securities markets in a qualified foreign country or in the United States. A class
of stock will be considered to be "primarily traded" on an established securities market in a country if the number of shares of such class of
stock that are traded during any taxable year on all established

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securities markets in that country exceeds the number of shares of such stock that are traded during that year on established securities markets
in any other single country.

      Under the regulations, a class of stock will be considered to be "regularly traded" on an established securities market if (1) such class of
stock is listed on such market, (2) such class of stock is traded on such market, other than in minimal quantities, on at least 60 days during the
taxable year or one sixth of the days in a short taxable year; and (2) the aggregate number of shares of such class of stock traded on such market
during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year, or as appropriately
adjusted in the case of a short taxable year. The regulations provide that the trading frequency and trading volume tests will be deemed satisfied
if a class of stock is regularly quoted by dealers making a market in such stock. Our Common Stock will be traded on the NYSE.

     The regulations provide, in pertinent part, that a class of stock will not be considered to be "regularly traded" on an established securities
market for any taxable year in which 50% or more of the outstanding shares of such class of stock are owned, actually or constructively under
specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the outstanding
shares of such class of stock, to which we refer as the "Five Percent Override Rule."

     For purposes of being able to determine the persons who actually or constructively own 5% or more of a class of stock, or "5%
shareholders," the regulations permit a company to rely on Schedule 13G and Schedule 13D filings with the SEC to identify its 5%
shareholders. The regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as
amended, will not be treated as a 5% shareholder for these purposes.

     In the event the Five Percent Override Rule is triggered, the regulations provide that the Five Percent Override Rule will nevertheless not
apply if the company can establish that there are sufficient 5% shareholders that are considered to be "qualified shareholders" for purposes of
Section 883 to preclude non-qualified 5% shareholders from owning 50% or more of the class of stock for more than half the number of days
during the taxable year.

      Upon the closing of this offering, our Class B Stock, which will not be primarily and regularly traded on an established securities market,
will represent more than 50% of the combined voting power of all classes of stock, while our Common Stock will represent more than 50% of
the value of all classes of stock. Thus, at present, we do not believe we will be able to satisfy the Publicly Traded Test.

     If a majority of the holders of the Class B Stock irrevocably elects to reduce the voting power of the Class B Stock to constitute not more
than 49% of the total voting power of all classes of stock, our Common Stock following such election would represent more than 50% of the
combined voting power and value of all classes of stock. In that event, we believe that our Common Stock would be "primarily traded" on the
NYSE. In addition, we believe that we would be able to satisfy the trading frequency and trading volume tests with respect to our Common
Stock and, subject to the Five Percent Override Rule described above, our Common Stock would be considered to be "regularly traded" on the
NYSE. Therefore, if a majority of the holders of the Class B Stock make such election, we believe that we would satisfy the Publicly Traded
Test and thus qualify for the Section 883 exemption and be exempt from U.S. federal income taxation on our U.S. source shipping income.

Taxation in Absence of Section 883 Exemption

     So long as we do not qualify for exemption under Section 883 as described above, our gross U.S. source shipping income will be subject
to a 4% tax, without allowance for deductions, unless such income is effectively connected with the conduct of a U.S. trade or business
("effectively connected income"), as described below. Since under the sourcing rules described above no more than 50% of our shipping
income will be treated as being U.S. source shipping income, the maximum effective rate of U.S. federal

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income tax on our non-effectively connected shipping income will never exceed 2%. We do not currently anticipate that a significant portion of
our shipping income will be U.S. source shipping income. In the event that the holder of the Class B Stock elects to reduce the voting power of
the Class B Stock, as described above, and we qualify for exemption under Section 883, then we would no longer be subject to the 4% tax on
our U.S. source shipping income.

      To the extent our U.S. source shipping income, or other income we may have, is considered to be effectively connected income, as
described below, any such income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed
at rates of up to 35%. In addition, we may be subject to a 30% "branch profits" tax on such income, and on certain interest paid or deemed paid
attributable to the conduct of such trade or business.

     Our U.S. source shipping income would be considered effectively connected income only if:

     •
            we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping
            income; and

     •
            substantially all of our U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a
            vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin
            or end in the United States.

     We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a
regularly scheduled basis. Based on the expected mode of our future shipping operations and other activities, we believe that none of our U.S.
source shipping income will constitute effectively connected income. However, we may from time to time generate non-shipping income that
may be treated as effectively connected income.

United States Taxation of Gain on Sale of Vessels

     Provided we qualify for exemption from tax under Section 883 in respect of our shipping income, gain from the sale of a vessel likewise
should be exempt from tax under Section 883. If, however, our shipping income does not, for whatever reason, qualify for exemption under
Section 883, then such gain may be treated as effectively connected income (determined under rules different from those discussed above) and
subject to the net income and branch profits tax regime described above.

U.S. Federal Income Taxation of U.S. Holders

Distributions

      Subject to the discussion of PFICs below, any distributions made by us with respect to our common stock to a U.S. Holder will generally
constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax
basis in our common stock, and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be
entitled to claim a dividends-received deduction with respect to any distributions they receive from us. Amounts taxable as dividends generally
will be treated as foreign source "passive income" for U.S. foreign tax credit purposes.

      Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a "U.S. Non-Corporate Holder") will generally
be treated as "qualified dividend income" that is taxable to such U.S. Non-Corporate Holder at preferential tax rates through 2010, provided
that (1) the common stock is readily tradable on an established securities market in the United States (such as the NYSE, on which we expect
our common stock will be traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding
taxable year (which, as discussed below, we do not believe

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will be the case); (3) the U.S. Non-Corporate Holder's holding period of the common stock includes more than 60 days in the 121-day period
beginning 60 days before the date on which the common stock becomes ex-dividend; and (4) the U.S. Non-Corporate Holder is not under an
obligation to make related payments with respect to positions in substantially similar or related property. There is no assurance that (i) any
dividends paid on our common stock will be eligible for these preferential rates in the hands of a U.S. Non-Corporate Holder, or (ii) the
preferential rate on dividends will not be repealed prior to the scheduled expiration date or expire on such date. Any dividends we pay out of
earnings and profits which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Non-Corporate Holder.

     Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to or in excess of 10% of a
shareholder's adjusted basis (or fair market value in certain circumstances) in a share of our common stock—paid by us. If we pay an
"extraordinary dividend" on our common stock that is treated as "qualified dividend income," then any loss derived by a U.S. Non-Corporate
Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of Common Stock

      Subject to the discussion of PFICs below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other
taxable disposition of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such
disposition and the U.S. Holder's tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's
holding period is greater than one year at the time of the disposition. Such capital gain or loss will generally be treated as U.S. source income or
loss, as applicable, for U.S. foreign tax credit purposes. Long-term capital gains of U.S. Non-Corporate Holders are eligible for reduced rates of
taxation. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Status and Significant Tax Consequences

     We will be a passive foreign investment company (a "PFIC") if either:

     •
            75% or more of our gross income in a taxable year consists of "passive income" (generally including dividends, interest, gains
            from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from
            unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury regulations); or

     •
            at least 50% of our assets in a taxable year (averaged over the year and generally determined based upon value) produce or are held
            for the production of passive income.

     If we would otherwise be a PFIC in our "start-up year" (defined as the first taxable year we earn gross income) as a result of a delay in
purchasing vessels with the proceeds of the offering, we will not be treated as a PFIC in that taxable year, provided that (i) no predecessor
corporation was a PFIC, (ii) it is established to the United States Internal Revenue Service's satisfaction that we will not be a PFIC in either of
the two succeeding taxable years, and (iii) we are not, in fact, a PFIC for either succeeding taxable year. We will attempt to conduct our affairs
in a manner so that, if applicable, we will satisfy the start-up year exception, but we cannot assure you that we will so qualify.

     For purposes of determining whether we are a PFIC, income derived from the performance of services does not constitute passive income.
By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income
in the active conduct of a trade or business. Based on our planned operations and future projections, we do not believe that we will be a PFIC
with respect to any taxable year. In this regard, we intend to treat our income from the spot charter of vessels as services income, rather than
rental income. Accordingly, we believe that such income

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does not constitute passive income, and that the assets that we own and operate in connection with the production of that income, primarily our
vessels, do not constitute passive assets for purposes of determining whether we are a PFIC.

      While there is no direct legal authority under the PFIC rules addressing our method of operation, there is legal authority supporting this
position consisting of case law and pronouncements by the United States Internal Revenue Service, which we sometimes refer to as the IRS,
concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However,
it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax
purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a
court of law could determine that we are a PFIC. Moreover, because there are uncertainties in the application of the PFIC rules, because the
PFIC test is an annual test, and because, although we intend to manage our business so as to avoid PFIC status to the extent consistent with our
other business goals, there could be changes in the nature and extent of our operations in future years, there can be no assurance that we will
not become a PFIC in any taxable year.

     If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), each
U.S. Holder who is treated as owning our stock for purposes of the PFIC rules would be liable to pay U.S. federal income tax at the highest
applicable income tax rates on ordinary income upon the receipt of excess distributions (i.e., the portion of any distributions received by the
U.S. Holder on our common stock in a taxable year in excess of 125 percent of the average annual distributions received by the U.S. Holder in
the three preceding taxable years or, if shorter, the U.S. Holder's holding period for the common stock) and on any gain from the disposition of
our common stock, plus interest on such amounts, as if such excess distributions or gain had been recognized ratably over the U.S. Holder's
holding period of our common stock.

      The above rules relating to the taxation of excess distributions and dispositions will not apply to a U.S. Holder who has made a timely
"qualified electing fund" ("QEF") election for all taxable years that the holder has held our common stock and we were a PFIC. Instead, each
U.S. Holder who has made a timely QEF election is required for each taxable year to include in income a pro rata share of our ordinary
earnings as ordinary income and a pro rata share of our net capital gain as long-term capital gain, regardless of whether we have made any
distributions of the earnings or gain. The U.S. Holder's basis in our common stock will be increased to reflect taxed but undistributed income.
Distributions of income that had been previously taxed will result in a corresponding reduction in the basis of the common stock and will not be
taxed again once distributed. A U.S. Holder making a QEF election would generally recognize capital gain or loss on the sale, exchange or
other disposition of our common stock. If we determine that we are a PFIC for any taxable year, we may provide each U.S. Holder with all
necessary information in order to make the QEF election described above.

     Alternatively, if we were to be treated as a PFIC for any taxable year and provided that our common stock is treated as "marketable,"
which we believe will be the case, a U.S. Holder may make a mark-to-market election. Under a mark-to-market election, any excess of the fair
market value of the common stock at the close of any taxable year over the U.S. Holder's adjusted tax basis in the common stock is included in
the U.S. Holder's income as ordinary income. In addition, the excess, if any, of the U.S. Holder's adjusted tax basis at the close of any taxable
year over the fair market value of the common stock is deductible in an amount equal to the lesser of the amount of the excess or the amount of
the net mark-to-market gains that the U.S. Holder included in income in prior years. A U.S. Holder's tax basis in our common stock would be
adjusted to reflect any such income or loss. Gain realized on the sale, exchange or other disposition of our common stock would be treated as
ordinary income, and any loss realized on the sale, exchange or other disposition of our common stock would be treated as ordinary loss to the
extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

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     A U.S. Holder who holds our common stock during a period when we are a PFIC generally will be subject to the foregoing rules for that
taxable year and all subsequent taxable years with respect to that U.S. Holder's holding of our common stock, even if we cease to be a PFIC,
subject to certain exceptions for U.S. Holders who made a mark-to-market or QEF election. U.S. Holders are urged to consult their tax advisors
regarding the PFIC rules, including as to the advisability of choosing to make a QEF or mark-to-market election.

U.S. Federal Income Taxation of Non-U.S. Holders

    Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us on our
common stock unless the income is effectively connected income (and, if an income tax treaty applies, the income is attributable to a
permanent establishment maintained by the Non-U.S. Holder in the United States).

     Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange
or other disposition of our common stock, unless either:

     •
            the gain is effectively connected income (and, if a treaty applies, the gain is attributable to a permanent establishment maintained
            by the Non-U.S. Holder in the United States); or

     •
            the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of
            disposition and certain other conditions are met.

     Effectively connected income will generally be subject to regular U.S. federal income tax in the same manner as discussed in the section
above relating to the taxation of U.S. Holders, unless exempt under an applicable income tax treaty. In addition, earnings and profits of a
corporate Non-U.S. Holder that are attributable to such income, as determined after allowance for certain adjustments, may be subject to an
additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

     Non-U.S. Holders may be subject to tax in jurisdictions other than the United States on dividends received from us on our common stock
and on any gain realized upon the sale, exchange or other disposition of our common stock.

Backup Withholding and Information Reporting

     In general, payments of distributions on, and the proceeds of a disposition of, our common stock will be subject to U.S. federal income tax
information reporting requirements if you are a Non-Corporate U.S. Holder. Such payments may also be subject to U.S. federal backup
withholding tax if you are a Non-Corporate U.S. Holder and you:

     •
            fail to provide us with an accurate taxpayer identification number;

     •
            are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax
            returns; or

     •
            fail to comply with applicable certification requirements.

    Non-U.S. Holders generally will be subject to information reporting with respect to distributions on our common stock. Non-U.S. Holders
may be required to establish their exemption from information reporting on proceeds of a disposition of our common stock and from backup
withholding by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.

    Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup
withholding rules that exceed your income tax liability by filing a refund claim with the IRS.

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                                                               UNDERWRITING

     Morgan Stanley & Co. Incorporated and Dahlman Rose & Company, LLC are the representatives of the underwriters and joint
book-running managers. The company and the underwriters named below have entered into an underwriting agreement with respect to the
shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase from us the number of shares indicated in
the following table.

              Name                                                                                          Number of Shares
              Morgan Stanley & Co. Incorporated
              Dahlman Rose & Company, LLC
              Jefferies & Company, Inc.
              Lazard Capital Markets LLC
              DnB NOR Markets, Inc.

              Total                                                                                                  16,300,000

     The underwriters are committed to take and pay for all of the shares being offered by us, if any are taken, other than the shares covered by
the option described below unless and until the option is exercised. The underwriting agreement also provides that if an underwriter defaults,
the purchase commitments of non-defaulting underwriters may be increased, or the offering may be terminated.

      We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional
2,445,000 shares of Common Stock at the purchase price listed above. The underwriters may exercise this option solely for the purpose of
covering over-allotments, if any, made in connection with the offering of the shares of Common Stock offered by this prospectus supplement.
To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same
percentage of the additional shares of Common Stock as the number listed next to the underwriter's name in the preceding table bears to the
total number of shares of Common Stock listed next to the names of all underwriters in the preceding table.

     The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this
offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of
Common Stock.

Paid by Baltic Trading Limited

                                                                                          No Exercise          Full Exercise
              Per Share
              Total

      Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this
prospectus. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other
selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject
any order in whole or in part.

    Lazard Frères & Co. LLC referred this transaction to Lazard Capital Markets LLC and will receive a referral fee from Lazard Capital
Markets LLC in connection therewith.

     We, each of our officers and directors, and each of the officers and directors of Genco and Genco Investments LLC have agreed that, for a
period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Morgan Stanley & Co.
Incorporated and Dahlman Rose & Company, LLC, dispose of or hedge any shares of our Common Stock or any securities convertible into or
exchangeable for our Common Stock, subject to certain exceptions. Morgan Stanley & Co. Incorporated

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and Dahlman Rose & Company, LLC, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time
without notice. The representatives have no present intent or arrangement to release any of the securities subject to these lock-up agreements.
The release of any lock-up is considered on a case-by-case basis. Factors in deciding whether to release Common Stock may include the length
of time before the lock-up expires, the number of shares of Common Stock involved, the reason for the requested release, market conditions,
the trading price of our Common Stock, historical trading volume of our Common Stock and whether the person seeking the release is an
officer, director or affiliate of us.

     The 180-day restricted period described in the preceding paragraph will be extended if:

     •
            during the last 17 days of the restricted period we issue an earnings release or announce material news or a material event; or

     •
            prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period
            beginning on the last day of the restricted period,

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on
the issuance of the earnings release or the announcement of the material news or event.

     Prior to the offering, there has been no public market for the Common Stock. The initial public offering price will be negotiated among the
company and the representatives. Among the factors to be considered in determining the initial public offering price of the Common Stock are
the information set forth in this prospectus and otherwise available to the underwriters, our prospects and the history of, and prospects for, the
drybulk industry in which we will compete, an assessment of our management, our prospects for future earnings and growth, the general
condition of the securities markets at the time of this offering, the recent market prices of, and the demand for, publicly traded common stock
of generally comparable companies and other factors deemed relevant by the representatives and us.

     We have applied to have our Common Stock listed on The New York Stock Exchange under the symbol "BALT."

     In connection with the offering, the underwriters may purchase and sell shares of Common Stock in the open market. These transactions
may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the
underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount
not greater than the underwriters' option to purchase additional shares from us. The underwriters may close out any covered short position by
either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close
out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market
as compared to the price at which they may purchase additional shares pursuant to the option granted to them. "Naked" short sales are any sales
in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Common Stock
in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various
bids for or purchases of Common Stock made by the underwriters in the open market prior to the completion of the offering.

     The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in
stabilizing or short covering transactions.

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     Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may
have the effect of preventing or retarding a decline in the market price of the company's Common Stock, and together with the imposition of
the penalty bid, may stabilize, maintain or otherwise affect the market price of the Common Stock. As a result, the price of the Common Stock
may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any
time. These transactions may be effected on The New York Stock Exchange, in the over-the-counter market or otherwise.

     The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

    We currently estimate that our total expenses of this offering, excluding underwriting discounts and commissions will be approximately
$4,150,000. The underwriters have agreed to reimburse us for certain of those expenses (excluding any financial advisory services fee
expenses).

     We have agreed to pay Dahlman Rose & Company, LLC a cash fee equal to 1% of the gross proceeds of this offering for certain financial
advisory services in connection with this offering. In addition, certain of the underwriters and their affiliates from time to time have performed
investment banking, commercial banking and advisory services for our affiliate Genco, for which they have received customary fees and
expenses. The underwriters and their affiliates may from time to time perform investment banking and advisory services for us and our affiliate
Genco, and in the ordinary course of business for which they may in the future receive customary fees and expenses.

     A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters. The
representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives
will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold
by the underwriters to securities dealers who resell shares to online brokerage account holders.

     We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments the underwriters may be required to make because of any of those liabilities.

     Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the Common
Stock offered by this prospectus in any jurisdiction where action for that purpose is required. The Common Stock offered by this prospectus
may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with
the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform
themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any common shares offered by this prospectus in any jurisdiction in which such an
offer or a solicitation is unlawful.

     Selling Restrictions

     European Economic Area

      In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member
state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant
implementation date), an

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offer of securities described in this prospectus may not be made to the public in that relevant member state other than:

     •
            to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose
            corporate purpose is solely to invest in securities;

     •
            to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance
            sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or
            consolidated accounts;

     •
            to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to
            obtaining the prior consent of the representatives; or

     •
            in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive,
            provided that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the
            Prospectus Directive.

     For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication
in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to
decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the
Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each relevant member state. We have not authorized and do not authorize the making of any offer of securities
through any financial intermediary on our behalf, other than offers made by the underwriters with a view to the final placement of the securities
as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further
offer of the securities on behalf of us or the underwriters.

     United Kingdom

     This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the
meaning of Article 2(1)(e) of the Prospectus Directive (Qualified Investors) that are also (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as relevant persons). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in
whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a
relevant person should not act or rely on this document or any of its contents.

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                                                                LEGAL MATTERS

    Various legal matters in connection with this offering will be passed on for us by Kramer Levin Naftalis & Frankel LLP, New York, New
York, Reeder & Simpson P.C., Majuro, Marshall Islands and Seward & Kissel LLP, New York, New York; and the underwriters by Morgan,
Lewis & Bockius LLP, New York, New York.


                                                                     EXPERTS

     The financial statements of Baltic Trading Limited included in this prospectus have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been included herein in
reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

     The sections in this prospectus entitled "Risk Factors—Charterhire rates for drybulk carriers are volatile and are currently at relatively low
levels as compared to recent historical levels and may further decrease in the future, which may adversely affect our earnings," "The
International Drybulk Shipping Industry" and the statistical and graphical information contained therein, and "Glossary of Shipping Terms,"
and in any other instance where Drewry has been identified as the source of information included in this prospectus, have been reviewed by
Drewry, which has confirmed to us that they accurately describe the international drybulk shipping market, subject to the availability and
reliability of the data supporting the statistical information presented in this prospectus, as indicated in the consent of Drewry filed as an exhibit
to the registration statement on Form S-1 under the Securities Act of which this prospectus is a part.


                                              WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to
the common stock offered by this prospectus. For the purposes of this section, the term "registration statement" means the original registration
statement and any and all amendments, including the schedules and exhibits to the original registration statement or any amendment. This
prospectus does not contain all of the information set forth in the registration statement we filed. Each statement made in this prospectus
concerning a document filed as an exhibit to the registration statement is qualified by reference to that exhibit for a complete statement of its
provisions. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the public reference
room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal
office in Washington, D.C. 20549. The SEC maintains a website ( http://www.sec.gov ) that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the SEC.

      We will be subject to the full informational requirements of the Securities Exchange Act of 1934. To comply with these requirements, we
will file periodic reports, proxy statements and other information with the SEC.

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                                                   DRYBULK SHIPPING INDUSTRY DATA

     The statistical and graphical information we use in this prospectus has been compiled by Drewry from its database. Drewry compiles and
publishes data for the benefit of its clients. Its methodologies for collecting data, and therefore the data collected, may differ from those of other
sources, and its data does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the market.


                                                      GLOSSARY OF SHIPPING TERMS

     The following are definitions of certain terms that are commonly used in the shipping industry and in this prospectus.

      Annual survey. The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the
flag state, that takes place every year.

     Ballast.     A voyage during which the vessel is not laden with cargo.

     Bareboat charter. A bareboat charter involves the use of a vessel usually over longer periods of time ranging over several years. In this
case, all voyage related costs, mainly vessel fuel and port dues, as well as all vessel-operating expenses, such as day-to-day operations,
maintenance, crewing and insurance, are for the charterer's account. The owner of the vessel receives monthly charter hire payments on a U.S.
dollar per day basis and is responsible only for the payment of capital costs related to the vessel. A bareboat charter is also known as a "demise
charter" or a "time charter by demise."

     Bunkers.      Heavy fuel and diesel oil used to power a vessel's engines.

     Capesize. Capesize vessels have carrying capacities of between 110,000 and 199,999 dwt. Only the largest ports around the world
possess the infrastructure to accommodate vessels of this size. Capesize vessels are mainly used to transport iron ore or coal and, to a lesser
extent, grains, primarily on long-haul routes.

     Charter. The hire of a vessel for a specified period of time or to carry a cargo from a loading port to a discharging port. The contract for
a charter is commonly called a "charterparty".

     Charterer.     The party that hires a vessel for a period of time or for a voyage.

     Charterhire. A sum of money paid to the ship owner by a charterer for the use of a vessel. Charterhire paid under a voyage charter is
also known as "freight."

     Classification society. An independent society that certifies that a vessel has been built and maintained according to the society's rules
for that type of vessel and complies with the applicable rules and regulations of the country of the vessel's registry and the international
conventions of which that country is a member. A vessel that receives its certification is referred to as being "in-class."

     Contract of affreightment. A contract of affreightment, or CoA, relates to the carriage of multiple cargoes over the same route and
enables the CoA holder to nominate different vessels to perform the individual voyages. Essentially, it constitutes a series of voyage charters to
carry a specified amount of cargo during the term of the CoA, which usually spans a number of years. All of the ship's operating expenses,
voyage expenses and capital costs are borne by the ship owner. Freight normally is agreed on a U.S. dollar-per-ton basis.

     Drybulk carrier.     A vessel designed to carry bulk cargo, such as coal, iron ore and grain, that is loaded in bulk and not in bags, packages
or containers.

    Drydocking. The removal of a vessel from the water for inspection and repair of those parts of a vessel which are below the water line.
During drydockings, which are required to be performed

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periodically, certain mandatory classification society inspections are carried out and relevant certifications are issued. Drydockings are
generally required once every 30 months or twice every five years, one of which must be a special survey.

     Dwt.    Deadweight ton, which is a unit of a vessel's capacity for cargo, fuel, oil, stores and crew measured in metric tons of 1,000
kilograms.

     Fix.    A shipping industry term for arranging the charter of a vessel.

    Freight. A sum of money paid to the ship owner by the charterer under a voyage charter, usually calculated either per ton loaded or as a
lump-sum amount.

     Gross ton.     A unit of measurement for the total enclosed space within a vessel equal to 100 cubic feet or 2.831 cubic meters.

      Handymax. Handymax vessels have a carrying capacity of between 40,000 and 59,999 dwt. These vessels operate on a large number of
geographically dispersed global trade routes, carrying primarily grains and minor bulks. Within the Handymax category there is also a
sub-sector known as Supramax . Supramax bulk carriers are ships between 50,000 to 59,999 dwt, normally offering cargo loading and
unloading flexibility with on-board cranes, while at the same time possessing the cargo carrying capability approaching conventional Panamax
bulk carriers. Hence, the earnings potential of a Supramax drybulk carrier, when compared to a conventional Handymax vessel of 45,000 dwt,
is greater.

     Handysize. Handysize vessels have a carrying capacity of up to 39,999 dwt. These vessels are primarily involved in carrying minor
bulk cargoes. Increasingly, ships of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels.
Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the
infrastructure for cargo loading and unloading.

     Hull.    Shell or body of a ship.

     IMO.     International Maritime Organization, a U.N. agency that issues international standards for shipping.

     Intermediate survey.     The inspection of a vessel by a classification society surveyor that takes place 24 to 36 months after each special
survey.

     Newbuilding.     A new vessel under construction or just completed.

     Off-hire. The period in which a vessel is unable to perform the services for which it is immediately required under a time charter.
Off-hire periods can include days spent on repairs, drydocking and surveys, whether or not scheduled.

     OPA.     The U.S. Oil Pollution Act of 1990.

     Panamax. Panamax vessels have a carrying capacity of between 60,000 and 79,999 dwt. These vessels carry coal, grains, and, to a
lesser extent, minor bulks, including steel products, forest products and fertilizers. Panamax vessels are able to pass through the Panama Canal,
making them more versatile than larger vessels.

     Protection and indemnity insurance. Insurance obtained through a mutual association formed by ship owners to provide liability
indemnification protection from various liabilities to which they are exposed in the course of their business, and which spreads the liability
costs of each member by requiring contribution by all members in the event of a loss.

     Scrapping.     The sale of a vessel as scrap metal.

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     Sister ships.    Vessels of the same class and specifications typically built at the same shipyard.

     Special survey. The inspection of a vessel by a classification society surveyor that takes place every five years, as part of the
recertification of the vessel by the classification society.

     Spot charter. Generally refers to a voyage charter or a trip charter (see separate definitions), which generally last from 10 days to three
months. Under both types of spot charters, the ship owner would pay for vessel operating expenses, which include crew costs, provisions, deck
and engine stores, lubricating oil, insurance, maintenance and repairs, and for commissions on gross revenues. The ship owner would also be
responsible for each vessel's intermediate and special survey costs.

     Spot market.     The market for immediate chartering of a vessel, usually for single voyages.

     Supramax.       See the definition of Handymax above.

     TCE. Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per-voyage basis. Our
method of calculating TCE is consistent with industry standards and is determined by dividing revenues (net of voyage expenses) by available
days for the relevant time period. TCE is a standard shipping industry performance measure used primarily to compare period-to-period
changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat
charters) under which the vessels may be employed during specific periods.

     Time charter. A charter under which the vessel owner is paid charterhire on a per-day basis for a specified period of time. Typically,
the ship owner receives semi-monthly charterhire payments on a U.S. Dollar-per-day basis and is responsible for providing the crew and paying
vessel operating expenses while the charterer is responsible for paying the voyage expenses and additional voyage insurance. Under time
charters, including trip time charters, the charterer pays voyage expenses such as port, canal and fuel costs and bunkers.

     Trip charter.     A time charter for a trip to carry a specific cargo from a load port to a discharge port at a set daily rate.

     Vessel operating expenses.       The costs of operating a vessel, primarily consisting of crew wages and associated costs, insurance
premiums, management fees, lube oil, bunker and spare part costs, and repair and maintenance costs. Vessel operating expenses exclude fuel
costs, port expenses, agents' fees, canal dues and extra war risk insurance premiums, as well as commissions, which are included in "voyage
expenses."

     Voyage charter. A voyage charter involves the carriage of a specific amount and type of cargo on a load port-to-discharge port basis,
subject to various cargo handling terms. Most of these charters are of a single voyage nature, as trading patterns do not encourage round voyage
trading. The owner of the vessel receives one payment derived by multiplying the tonnage of cargo loaded on board by the agreed upon freight
rate expressed on a U.S. dollar-per-ton basis. The owner is responsible for the payment of all voyage and operating expenses, as well as the
capital costs of the vessel..

     Voyage expenses. Expenses incurred due to a vessel's traveling from a loading port to a discharging port, such as fuel (bunkers) costs,
port expenses, agents' fees, canal dues and extra war risk insurance, as well as commissions.

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                                                   BALTIC TRADING LIMITED

                                              INDEX TO FINANCIAL STATEMENTS

             Report of Independent Registered Public Accounting Firm                                           F-2
             Balance Sheet—December 31, 2009
                                                                                                               F-3
             Statement of Operations—For the period October 6, 2009 (date of inception) through December 31,
               2009                                                                                            F-4
             Statement of Shareholder's Deficit—For the period October 6, 2009 (date of inception) through
               December 31, 2009                                                                               F-5
             Statement of Cash Flows—For the period October 6, 2009 (date of inception) through
               December 31, 2009                                                                               F-6
             Notes to Financial Statements
                                                                                                               F-7

                                                                  F-1
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                             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholder of Baltic Trading Limited:

     We have audited the accompanying balance sheet of Baltic Trading Limited (the "Company") as of December 31, 2009, and the related
statements of operations, shareholder's deficit, and cash flows for the period from October 6, 2009 (date of inception) through December 31,
2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Baltic Trading Limited as of
December 31, 2009, and the results of its operations and its cash flows for the period from October 6, 2009 (date of inception) through
December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

February 11, 2010, except for Note 4, as to which the date is February 24, 2010
New York, New York

                                                                       F-2
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                                                           Baltic Trading Limited
                                                     Balance Sheet as of December 31, 2009

                                                                                                      December 31, 2009
             Assets
             Current assets:
               Cash and cash equivalents                                                          $                        1

             Total current assets                                                                                          1

             Noncurrent Assets:
               Deferred registration costs                                                                          834,109

             Total noncurrent assets                                                                                834,109

             Total assets                                                                         $                 834,110

             Liabilities and Shareholder's Deficit
             Current liabilities:
                Due to parent                                                                     $                 849,929
             Total current liabilities                                                                              849,929

             Total liabilities                                                                                      849,929

             Commitments and contingencies
             Shareholder's deficit:
               Capital stock, par value $0.01; 100 shares authorized; issued and outstanding
                  at December 31, 2009                                                                                     1
               Accumulated deficit                                                                                   (15,820 )

             Total shareholder's deficit                                                                             (15,819 )

             Total liabilities and shareholder's deficit                                          $                 834,110


                                                See accompanying notes to financial statements.

                                                                     F-3
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                                                      Baltic Trading Limited
                                Statement of Operations for the Period October 6, 2009 (Date of Inception)
                                                      through December 31, 2009

                                                                                                          October 6, 2009
                                                                                                             through
                                                                                                           December 31,
                                                                                                               2009
             Revenues                                                                                 $                      —

             Operating expenses:
               General and administrative expenses                                                                    15,820

                Total operating expenses                                                                              15,820

             Operating loss                                                                                          (15,820 )

             Net loss                                                                                 $              (15,820 )

             Net loss per share—basic and diluted                                                     $              (158.20 )

             Weighted average capital shares outstanding                                                                    100


                                             See accompanying notes to financial statements.

                                                                   F-4
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                                                     Baltic Trading Limited
                                               Statement of Shareholder's Deficit for the
                                 Period October 6, 2009 (Date of Inception) through December 31, 2009

                                                                         Capital           Accumulated
                                                                          Stock               Deficit            Total
             Balance—October 6, 2009                                    $          —   $              —      $          —
             Net loss                                                                            (15,820 )         (15,820 )
             Issuance of capital stock                                             1                                     1

             Balance—December 31, 2009                                  $          1   $         (15,820 )   $     (15,819 )


                                            See accompanying notes to financial statements.

                                                                 F-5
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                                                        Baltic Trading Limited
                                Statement of Cash Flows for the Period October 6, 2009 (Date of Inception)
                                                      through December 31, 2009

                                                                                                          October 6, 2009
                                                                                                             through
                                                                                                           December 31,
                                                                                                               2009
             Cash flows from operating activities:
               Net loss                                                                               $              (15,820 )
               Adjustments to reconcile net loss to net cash provided by operating activities:
               Change in assets and liabilities:
               Increase in payable due to parent                                                                      15,820

                Net cash provided by operating activities                                                                   —

             Cash flows from financing activities:
               Net proceeds from issuance of capital stock                                                                  1

                Net cash provided by financing activities                                                                   1

             Net increase in cash and cash equivalents                                                                      1
             Cash and cash equivalents at beginning of period                                                               —

             Cash and cash equivalents at end of year                                                 $                     1


                                              See accompanying notes to financial statements.

                                                                     F-6
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                                                           Baltic Trading Limited
                              Notes to Financial Statements for the period from October 6, 2009 (Date of Inception)
                                                          through December 31, 2009

1 - GENERAL INFORMATION

     Baltic Trading Limited (the "Company") was formed on October 6, 2009, under the laws of the Republic of the Marshall Islands, and is a
wholly-owned subsidiary of Genco Investments LLC, which in turn is a wholly-owned subsidiary of Genco Shipping & Trading Limited
("Genco"). The Company was formed to own and employ drybulk vessels in the spot market. The spot market represents immediate chartering
of a vessel, usually for single voyages. As of December 31, 2009, Genco Investments LLC owns 100% of the capital stock of the Company.
The authorized capital stock of the Company consists of 100 shares of capital stock, par value $.01 per share, all of which have been issued to
Genco Investments LLC. Genco and Genco Investments LLC (collectively, the "Parent"), have funded the Company's costs since inception,
and the Company currently does not have any other means of financing its costs.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

    The accompanying financial statements have been prepared on the basis of accounting principles generally accepted in the United States
of America.

Cash and cash equivalents

    The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three
months or less to be cash equivalents.

Deferred registration costs

     Deferred Registration costs represent costs associated with preparing the Company for a public offering. Such costs consist primarily of
professional fees and printing costs. These costs will offset proceeds received from the proposed initial public offering. However, if the initial
public offering is aborted or delayed, such costs will be expensed.

Due to parent

      Due to parent consists of amounts due to the Parent. If the initial public offering is successful, such costs are reimbursable to the Parent. If
the initial public offering is unsuccessful, such amounts will be borne by the Parent.

Earnings per share

     Earnings per share has been calculated by dividing the net income by the weighted average number of capital shares outstanding during
the period. There are no capital stock equivalents, and as a result, there is no dilution for the period October 6, 2009 through December 31,
2009.

Income taxes

     The Company is incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject
to Marshall Islands income tax. The Company has no United States operations and no United States source income. Thus, the Company is not
currently subject to income tax in the United States.

3 - CASH FLOW INFORMATION

     For the period from October 6, 2009 through December 31, 2009, the Company had non-cash financing activities not included in the
Statement of Cash Flows for items included in due to parent consisting of $834,109 associated with deferred registration costs paid for by the
Parent.

                                                                         F-7
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                                                         Baltic Trading Limited
                            Notes to Financial Statements for the period from October 6, 2009 (Date of Inception)
                                                   through December 31, 2009 (Continued)

4 - SUBSEQUENT EVENTS

     Subsequent events have been evaluated through February 24, 2010.

      On February 19, 2010, the Company entered into agreements with subsidiaries of an unaffiliated third-party seller to purchase four 2009
built Supramax drybulk vessels for an aggregate price of approximately $140.0 million. On February 22, 2010, the Company also entered into
agreements with subsidiaries of another unaffiliated third-party seller to purchase two Capesize drybulk vessels for an aggregate price of
approximately $144.2 million. These Capesize vessels are in the process of being built. The purchases are subject to the completion of this
offering as well as customary additional documentation and closing conditions. Following the execution of these agreements, the Company
paid cumulative deposits totaling $35.5 million to the aforementioned unaffiliated parties using funds advanced by the Parent. Both the
Company and the unaffiliated third-party sellers have the option to cancel the purchase agreements described above if the planned initial public
offering is not completed by March 16, 2010, in which event the deposits will be returned to the Company. The Company intends to finance
these vessels using proceeds from the planned offering as well as from the sale of shares of Class B Stock to Genco Investments LLC.

                                                                      F-8
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                                                             16,300,000 Shares
                                                               Common Stock

                                                    Baltic Trading Limited




      Through and including                   , 2010 (the 25th date after the date of this prospectus) federal securities law may require all
dealers that effect transactions in these securities, whether or not participating in this offering, to deliver a prospectus. This requirement is in
addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or
subscriptions.
Table of Contents


                                                                      PART II

                                            INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

                                         OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     We estimate the expenses in connection with the issuance and distribution of our Common Stock in this offering, other than underwriting
discounts and commissions, as follows:

               SEC Registration Fee                                                                              $          17,819
               Printing Expenses                                                                                           250,000
               Legal Fees and Expenses                                                                                     950,000
               Accountants' Fees and Expenses                                                                              185,000
               Financial Advisory Services Fee                                                                           2,445,000
               NYSE Listing Fee                                                                                            125,000
               FINRA Filing Fee                                                                                             30,492
               Blue Sky Fees and Expenses                                                                                    5,000
               Transfer Agent's Fees and Expenses                                                                            5,000
               Other Fees and Expenses                                                                                     136,689

               Total                                                                                             $       4,150,000 *



               *
                       Includes estimated expenses to be reimbursed to the Company by the underwriters in the aggregate amount of
                       approximately $1,222,500.


 Item 14. Indemnification of Directors and Officers.

     The amended and restated by-laws of the Registrant will provide that every director and officer of the Registrant shall be indemnified out
of the funds of the Registrant against:

     (1) all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable
foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director
or officer acting in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election,
provided always that such indemnity shall not extend to any matter which would render it void pursuant to any Marshall Islands statute from
time to time in force concerning companies insofar as the same applies to the Registrant (the "Companies Acts"); and

     (2) all liabilities incurred by him as such director or officer in defending any proceedings, whether civil or criminal, in which judgment is
given in his favor, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is
granted to him by the court.

     Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows:

     Indemnification of directors and officers.

     (1) Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any criminal

                                                                         II-1
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action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and,
with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.

      (2) Actions by or in right of the corporation , A corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation,
or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     (3) When director or officer successful , To the extent that a director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection
therewith.

    (4) Payment of expenses in advance , Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in
advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section.

      (5) Continuation of indemnification . The indemnification and advancement of expenses provided by, or granted pursuant to, this section
shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (6) Insurance , A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or
officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him
and incurred by him in such capacity. whether or not the corporation would have the power to indemnify him against such liability under the
provisions of this section.


 Item 15. Recent Sales of Unregistered Securities

     On October 6, 2009, in connection with our incorporation, we issued 100 shares of our capital stock, par value $0.01 per share, to Genco
Investments LLC in consideration of a capital contribution of $1. That issuance was exempt from registration under Section 4(2) of the
Securities Act.

     Prior to the consummation of the offering, we plan to issue 5,699,088 shares of our Class B Stock to Genco Investments LLC in
consideration of a capital contribution of $75 million. In connection with this issuance, the shares of capital stock issued to Genco
Investments LLC described above will be canceled. The issuance of Class B Stock to Genco Investments LLC will be exempt from registration
under Section 4(2) of the Securities Act.

     There have been no other sales of unregistered securities within the past three years.

                                                                         II-2
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 Item 16. Exhibits and Financial Statement Schedules

     (a) Exhibits.

Exhibit
Number                                                                        Description
           1.1   Form of Underwriting Agreement***

           3.1   Form of Amended and Restated Articles of Incorporation of Baltic Trading Limited**

           3.2   Form of Amended and Restated By-laws of Baltic Trading Limited*

           4.1   Form of Share Certificate of Baltic Trading Limited's Common Stock*

           4.2   Form of Registration Rights Agreement between Baltic Trading Limited and Genco*

           4.3   Form of Subscription Agreement for Class B Stock between Baltic Trading Limited and Genco Investments LLC*

           4.4   Form of Shareholders Rights Agreement*

           5.1   Form of opinion of Reeder & Simpson P.C., Marshall Islands counsel to Baltic Trading Limited, as to the legality of securities
                 being registered*

           5.2   Form of opinion of Kramer Levin Naftalis & Frankel LLP, United States counsel to Baltic Trading Limited, as to the legality of
                 securities being registered*

           8.1   Form of opinion of Reeder & Simpson P.C., Marshall Islands counsel to Baltic Trading Limited, as to certain tax matters*

           8.2   Form of opinion of Kramer Levin Naftalis & Frankel LLP, United States counsel to Baltic Trading Limited, as to certain tax
                 matters*

          10.1   Form of Management Agreement**

          10.2   Form of Omnibus Agreement*

          10.3   Baltic Trading Limited 2010 Equity Incentive Plan**

          10.4   Memorandum of Agreement dated February 19, 2010 between Inta Navigation Ltd. and Baltic Trading Limited**

          10.5   Memorandum of Agreement dated February 19, 2010 between Borak Shipping Ltd. and Baltic Trading Limited**

          10.6   Memorandum of Agreement dated February 19, 2010 between Sinova Shipping Ltd. and Baltic Trading Limited**

          10.7   Memorandum of Agreement dated February 19, 2010 between Spice Shipping Ltd. and Baltic Trading Limited**

          10.8   Memorandum of Agreement dated February 22, 2010 between Shipping Trust Ltd. and Baltic Trading Limited**

          10.9   Memorandum of Agreement dated February 22, 2010 between Oceanways Trust Ltd. and Baltic Trading Limited**

          23.1   Consent of Deloitte & Touche LLP**

          23.2   Consent of Drewry Shipping Consultants Limited**

          23.3   Consent of Peter C. Georgiopoulos*

          23.4   Consent of Basil G. Mavroleon*

                                                                       II-3
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Exhibit
Number                                                 Description
          23.5    Consent of Edward Terino*

          23.6    Consent of George Wood*

          23.7    Consent of Harry A. Perrin*


*
          Previously filed.

**
          Filed herewith.

***
          To be filed by amendment.

                                                II-4
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 Item 17. Undertakings.

      Reg. S-K, Item 512(f) Undertaking : The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified
in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.

      Reg. S-K, Item 512(h) Undertaking : Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the Registrant pursuant to the provisions described above in Item 14, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.

      Reg. S-K, Item 512(i) Undertaking : The undersigned Registrant hereby undertakes that:

     1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared
effective.

     2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

                                                                        II-5
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                                                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant to has duly caused this Amendment No. 5 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on
February 24, 2010.


                                                                 BALTIC TRADING LIMITED

                                                                 By:        /s/ John C. Wobensmith
                                                                            Name: John C. Wobensmith
                                                                            Title: President, Secretary and Treasurer

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person on
February 24, 2010 in the capacities indicated.

                              Signature                                                                  Title



                      /s/ John C. Wobensmith                           President, Secretary, Treasurer and Director
                                                                       (principal executive officer, principal financial officer and
                                                                       principal accounting officer) of Baltic Trading Limited
                       John C. Wobensmith
Table of Contents

                                                            EXHIBIT INDEX

  Exhibit
  Number                                                                 Description
        1.1   Form of Underwriting Agreement***

        3.1   Form of Amended and Restated Articles of Incorporation of Baltic Trading Limited**

        3.2   Form of Amended and Restated By-laws of Baltic Trading Limited*

        4.1   Form of Share Certificate of Baltic Trading Limited's Common Stock*

        4.2   Form of Registration Rights Agreement between Baltic Trading Limited and Genco*

        4.3   Form of Subscription Agreement for Class B Stock between Baltic Trading Limited and Genco Investments LLC*

        4.4   Form of Shareholders Rights Agreement*

        5.1   Form of opinion of Reeder & Simpson P.C., Marshall Islands counsel to Baltic Trading Limited, as to the legality of securities
              being registered*

        5.2   Form of opinion of Kramer Levin Naftalis & Frankel LLP, United States counsel to Baltic Trading Limited, as to the legality of
              securities being registered*

        8.1   Form of opinion of Reeder & Simpson P.C., Marshall Islands counsel to Baltic Trading Limited, as to certain tax matters*

        8.2   Form of opinion of Kramer Levin Naftalis & Frankel LLP, United States counsel to Baltic Trading Limited, as to certain tax
              matters*

       10.1   Form of Management Agreement**

       10.2   Form of Omnibus Agreement*

       10.3   Baltic Trading Limited 2010 Equity Incentive Plan**

       10.4   Memorandum of Agreement dated February 19, 2010 between Inta Navigation Ltd. and Baltic Trading Limited**

       10.5   Memorandum of Agreement dated February 19, 2010 between Borak Shipping Ltd. and Baltic Trading Limited**

       10.6   Memorandum of Agreement dated February 19, 2010 between Sinova Shipping Ltd. and Baltic Trading Limited**

       10.7   Memorandum of Agreement dated February 19, 2010 between Spice Shipping Ltd. and Baltic Trading Limited**

       10.8   Memorandum of Agreement dated February 22, 2010 between Shipping Trust Ltd. and Baltic Trading Limited**

       10.9   Memorandum of Agreement dated February 22, 2010 between Oceanways Trust Ltd. and Baltic Trading Limited**

       23.1   Consent of Deloitte & Touche LLP**

       23.2   Consent of Drewry Shipping Consultants Limited**

       23.3   Consent of Peter C. Georgiopoulos*

       23.4   Consent of Basil G. Mavroleon*

       23.5   Consent of Edward Terino*

       23.6   Consent of George Wood*

       23.7   Consent of Harry A. Perrin*
*
      Previously filed.

**
      Filed herewith.

***
      To be filed by amendment.
                                                                                                                                   Exhibit 3.1

                                   AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                                         OF
                                               BALTIC TRADING LIMITED

        FIRST:                The name of the corporation shall be Baltic Trading Limited.

       SECOND:             The purpose of the Corporation is to engage in any lawful business purpose or purposes for which corporations
may now or hereafter be organized under the Marshall Islands Business Corporations Act (the “ BCA ”).

         THIRD:             The registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960. The name of the Corporation’s registered agent at such address is The Trust Company of
the Marshall Islands, Inc.

         FOURTH:            The total number of shares of stock which the Corporation shall have authority to issue is seven hundred million
(700,000,000), of which (a) five hundred million (500,000,000) shares shall be registered shares of Common Stock, par value $0.01 per share
(the “ Common Stock ”), (b) one hundred million (100,000,000) shares shall be registered shares of Class B Stock, par value $0.01 per share
(the “ Class B Stock ”), and (c) one hundred million (100,000,000) shares shall be registered shares of Preferred Stock, par value $0.01 per
share (the “ Preferred Stock ”).

        The rights, preferences and limitations of said classes of stock are as follows:

         1.               The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series of
Preferred Stock; provided , however , the Board of Directors shall not issue any Preferred Stock without the written consent of Genco
Shipping & Trading Limited (“ Genco ”). The Board of Directors is expressly authorized, prior to issuance of any Preferred Stock, in the
resolution or resolutions providing for the issue of shares of each particular series, to fix the following:

                 (a)            The distinctive serial designation of such series which shall distinguish it from other series;

                   (b)            The number of shares included in such series, which number may be increased or decreased from time to time
to the extent unissued, authorized shares of Preferred Stock remain available for such purpose, unless otherwise provided by the Board of
Directors in creating the series;

                 (c)            The annual dividend or other rate (or method for determining such rate) for shares of such series and the date
or dates upon which such dividends shall be payable;

                   (d)          Whether dividends on the shares of such series shall be cumulative, and, in the case of shares of any series
having cumulative dividend rights, the date or dates (or method for determining the date or dates) from which dividends on the shares of such
series shall be cumulative;
                  (e)             The amount or amounts (or the method for determining the amount or amounts) which shall be paid out of the
assets of the Corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

                 (f)            The price or prices (or method for determining the price or prices) at which, the period or periods within
which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the
Corporation;

                  (g)             The obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking
fund or otherwise and the price or prices (or method for determining the price or prices) at which, the period or periods within which and the
terms and conditions upon which the shares of such series shall be redeemed, in whole or in part, pursuant to such obligation;

                   (h)             The period or periods within which and the terms and conditions, if any, including the price or prices or the
rate or rates (or method for determining same) of conversion and the terms and conditions of any adjustments thereof, upon which the shares of
such series shall be convertible at the option of the holder or the Corporation into shares of any class of stock or into shares of any other series
of Preferred Stock;

                  (i)              The voting rights, if any, of the shares of such series in addition to those required by law;

                   (j)            The ranking of the shares of the series as compared with shares of other series of Preferred Stock in respect of
the right to receive dividends and the right to receive payments out of the assets of the Corporation upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; and

                  (k)             Any other relative rights, preferences or limitations of the shares of the series not inconsistent herewith or
with applicable law.

         2.               No holder of Common Stock, Class B Stock or Preferred Stock shall be entitled as a matter of right to subscribe for or
purchase, or have any preemptive right with respect to, any part of any new or additional issue of stock of any class whatsoever, or of securities
convertible into any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or
by way of dividend, except as provided in the Certificate of Designation related to a given series of Preferred Stock or as fixed by the Board of
Directors in accordance with paragraph 1 of this Article Fourth .

         3.                 The following is a statement of the powers, preferences and relative participating, optional or other special rights, and
the qualifications, limitations and restrictions of the Common Stock and the Class B Stock of the Corporation:

                    (a)             Except as otherwise set forth below in this paragraph 3 of Article Fourth , the powers, preferences and relative
participating, optional or other special rights, and the qualifications, limitations or restrictions of the Common Stock and the Class B Stock
shall be identical in all respects.

                                                                          2
                   (b)            Subject to the rights of the holders of any outstanding Preferred Stock, and subject to any other provisions of
these Articles of Incorporation, holders of Common Stock and Class B Stock shall be entitled to receive such dividends and other distributions
in cash, stock of any corporation (other than Common Stock or Class B Stock of the Corporation) or property of the Corporation when and as
may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and
shall share equally on a per share basis in all such dividends and other distributions. In the case of dividends or other distributions payable in
Common Stock or Class B Stock the or the right to acquire Common Stock or Class B Stock, including distributions pursuant to stock splits or
divisions of Common Stock of the Corporation, only shares of Common Stock shall be paid or distributed with respect to Common Stock and
only shares of Class B Stock shall be paid or distributed with respect to Class B Stock. The number of shares of Common Stock and Class B
Stock so distributed in respect of each share shall be equal for each such class of stock. Neither the shares of Common Stock nor the shares of
Class B Stock may be reclassified, subdivided or combined unless such reclassification, subdivision or combination occurs simultaneously and
in the same proportion for each such class of stock.

                   (c)             At every meeting of the shareholders of the Corporation, each holder of Common Stock shall be entitled to
one vote in person or by proxy for each share of Common Stock standing in such holder’s name on the transfer books of the Corporation, and
each holder of Class B Stock shall be entitled to fifteen (15) votes in person or by proxy for each share of Class B Stock standing in such
holder’s name on the transfer books of the Corporation, in connection with the election of directors and all other matters submitted to a vote of
shareholders; provided , however , at the irrevocable election of holders of a majority of the outstanding Class B Stock, the aggregate votes of
the outstanding shares of Class B Stock shall be permanently limited to 49% of the votes of the outstanding Common Stock and Class B Stock,
voting together as a single class, and the number of votes per share of Class B Stock shall be adjusted from time to time so that it always equals
a pro rata portion of such 49% of the votes of the outstanding Common Stock and Class B Stock, but no more than fifteen (15) votes per share.
Except as may be otherwise required by law or by these Articles of Incorporation, the holders of Common Stock and Class B Stock shall vote
together as a single class and their votes shall be counted and totaled together on all matters submitted to a vote of shareholders of the
Corporation. Any provision of these Articles of Incorporation for the voluntary, mandatory or other conversion of shares of Class B Stock into
or for shares of Common Stock on a one-for-one basis shall be deemed not to adversely affect the rights of the Common Stock, and every
reference in these Articles of Incorporation to a majority or other proportion of the votes of shares of, Common Stock, Class B Stock shall refer
to such majority or other proportion of the votes to which such shares of Common Stock or Class B Stock are entitled.

                   (d)            In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment in full of the amounts, if any, required to be paid to the Corporation’s creditors and the holders of Preferred
Stock, the remaining assets and funds of the Corporation shall be distributed pro rata to the holders of Common Stock and Class B Stock, and
the holders of Common Stock and the holders of Class B Stock shall be entitled to receive the same amount per share in respect thereof. For
purposes of this paragraph 3(d) of Article Fourth , the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the assets

                                                                        3
of the Corporation or a consolidation or merger of the Corporation with or into one or more other corporations or entities (whether or not the
Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up of the
affairs of the Corporation, voluntary or involuntary.

                   (e)              Each share of Class B Stock shall automatically be converted into one share of Common Stock upon the
transfer of such share if, after such transfer, such share is not beneficially owned by Genco or any of its affiliates (not including the Corporation
and the Corporation’s subsidiaries) or any successor to Genco’s business or all or substantially all of its assets or any such successor’s
affiliates. For purposes of these Articles of Incorporation, each reference to a “person” shall be deemed to include not only a natural person, but
also a corporation, partnership, limited liability company, joint venture, association or legal entity of any kind; each reference to a “natural
person” (or to a “record holder” of shares, if a natural person) shall be deemed to include in his or her representative capacity a guardian,
executor, administrator or other legal representative of such natural person or record holder. For purposes of these Articles of Incorporation,
“affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, another person; “beneficial ownership,” except as used in Article Ninth , shall have the meaning ascribed to such term in
Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended, and “control,” including the terms “controlling,” “controlled by” and
“under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person who is the owner of 20% or more of
the outstanding voting shares of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of
such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of
control shall not apply where such person holds voting shares, in good faith and not for the purpose of circumventing this provision, as an
agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

                  In addition, each share of Class B Stock shall automatically be converted into one share of Common Stock on the date, if any,
on which the aggregate number of outstanding shares of Common Stock and Class B Stock beneficially owned by Genco and its affiliates (not
including the Corporation and the Corporation’s subsidiaries) or any successor to Genco’s business or all or substantially all of its assets or any
such successor’s affiliates, represents less than 10% of the aggregate number of shares of the then outstanding Common Stock and Class B
Stock. For the avoidance of doubt, the last sentence of paragraph 3(b) of this Article Fourth shall not apply to the preceding sentence.

                  The Corporation will provide notice to all holders of record of Class B Stock as of the conversion date of any automatic
conversion of all outstanding shares of Class B Stock pursuant to the immediately preceding paragraph of this paragraph 3(e) of Article Fourth
as soon as practicable following any such conversion; provided , however , that the Corporation may satisfy such notice requirement by
providing such notice to such holder of record not more than sixty (60) nor less than fifteen (15) days prior to such conversion. Such notice
shall be provided by mailing notice of such conversion, first class postage prepaid, to each holder of record of Class B Stock, at such holder’s
address as it appears on the transfer books of the Corporation;

                                                                         4
provided , however , that no failure to give such notice nor any defect therein shall affect the validity of the automatic conversion of any shares
of Class B Stock. Each such notice shall state, as appropriate, the following:

                           (1)             the automatic conversion date;

                           (2)             that all outstanding shares of Class B Stock are (or will be) automatically converted; and

                            (3)            the place or places where certificates, if any, for such shares of Class B Stock may be surrendered in
exchange for certificates representing shares, or uncertificated entry on the books of the Corporation, of Common Stock.

                   The Corporation shall not be required to pay any documentary, stamp or similar issue or transfer taxes payable in respect of
the issue or delivery of shares of Common Stock on the conversion of shares of Class B Stock pursuant to this paragraph 3(e) of Article Fourth
, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any
such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

                  (f)              Each record holder of shares of Class B Stock (not including the Corporation and the Corporation’s
subsidiaries) may convert any or all of such shares of Class B Stock into an equal number of shares of Common Stock by such record holder
providing a written notice to the Corporation, accompanied by certificates, if any, for such shares and any payment required for documentary,
stamp or similar issue or transfer taxes, stating that such record holder desires to convert such shares of Class B Stock into the same number of
shares of Common Stock, including for the purpose of the sale or other disposition of such shares of Common Stock, and requesting that the
Corporation issue all of such shares of Common Stock to persons named therein, setting forth the number of shares of Common Stock to be
issued to each such person and, if to be issued in certificated form, the denominations in which the certificates therefor are to be issued. To the
extent permitted by law, such voluntary conversion shall be deemed to have been effected at the close of business on the date such record
holder provides such written notice (and, if applicable, certificates) to the Corporation.

                   (g)              Immediately upon any automatic or voluntary conversion of Class B Stock pursuant to the provisions of this
Article Fourth , the rights of the holders of the applicable shares of Class B Stock as such shall cease and such holders shall be treated for all
purposes as having become the record owners of the shares of Common Stock issuable upon such conversion; provided , however , that such
holders shall be entitled to receive when paid any dividends declared on the Class B Stock as of a record date preceding the time of such
conversion and unpaid as of the time of such conversion.

                   Upon any conversion of shares of Class B Stock into shares of Common Stock pursuant to the provisions of this
Article Fourth , any dividend payable in shares of Class B Stock, for which the record date shall precede but the payment date shall be
subsequent to such conversion, that may have been declared on the shares of Class B Stock so converted shall be deemed to have been
declared, and shall be payable, with respect to the shares of Common Stock

                                                                         5
into or for which such shares of Class B Stock shall have been so converted, and any such dividend that shall have been declared on such
shares payable in shares of Class B Stock shall be deemed to have been declared and shall be payable in shares of Common Stock.

                  (h)           The Corporation shall not reissue or resell any shares of Class B Stock that shall have been converted into
shares of Common Stock pursuant to or as permitted by the provisions of this Article Fourth , or any shares of Class B Stock that shall have
been acquired by the Corporation in any other manner.

                The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, such number
of shares of Common Stock as would become issuable upon the conversion of all shares of Class B Stock then outstanding.

                   (i)             All rights to vote and all voting power (including, without limitation, the right to elect directors) shall be
vested exclusively in the holders of Common Stock and Class B Stock, voting together as a single class, except as otherwise expressly provided
in these Articles of Incorporation or by the resolution or resolutions adopted by the Board of Directors designating the powers, preferences and
rights of any Preferred Stock or as otherwise expressly required by applicable law.

        FIFTH:           The Corporation is to have perpetual existence and shall have every power which a corporation now or hereafter
organized under the BCA may have.

          SIXTH:               (a)    From and after the date hereof, the Board of Directors shall be divided into three classes, as nearly equal in
number as the then total number of directors constituting the entire Board of Directors permits, with the term of office of one or another of the
three classes expiring each year. The Board of Directors shall by resolution initially divide the Board of Directors into three classes, with the
term of office of the first class to expire at the 2011 Annual Meeting of Shareholders, the term of office of the second class to expire at the
2012 Annual Meeting of Shareholders and the term of office of the third class to expire at the 2013 Annual Meeting of Shareholders.
Commencing with the 2011 Annual Meeting of Shareholders, the directors elected at an annual meeting of shareholders to succeed those whose
terms then expire shall be identified as being directors of the same class as the directors whom they succeed, and each of them shall hold office
until the third succeeding annual meeting of shareholders and until such director’s successor is elected and has qualified. Any vacancies in the
Board of Directors for any reason, and any created directorships resulting from any increase in the number of directors, may be filled by the
vote of not less than a majority of the members of the Board of Directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be
elected and qualified. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series
of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the then authorized
number of directors shall be increased by the number of directors so to be elected, and the terms of the director or directors elected by such
holders shall expire at the next succeeding annual meeting of shareholders.

                                                                          6



                   (b)        Notwithstanding any other provisions of these Articles of Incorporation or the by-laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the by-laws of the
Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time, with or without cause, by the
affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one class) (the “ Voting Stock ”) cast at a meeting of the shareholders
called for that purpose or 66 2/3% of the members of the Board of Directors then in office; provided , however , that from and after the date
that Genco and its affiliates (other than the Corporation and its subsidiaries) cease to beneficially own shares representing a majority of the total
voting power of the Voting Stock, directors may only be removed for cause and only by the affirmative vote of not less than 80% of the total
voting power of the Voting Stock. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one
or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the
provisions of this paragraph (b) of this Article Sixth shall not apply with respect to the director or directors elected by such holders of Preferred
Stock.

                    (c)        Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares
entitled to vote in the election. Cumulative voting, as defined in Division 7, Section 71(2) of the BCA, shall not be used to elect directors.

                   (d)        Notwithstanding any other provisions of these Articles of Incorporation or the by-laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the by-laws of the
Corporation), the affirmative vote of the holders of 80% or more of the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this
Article Sixth .
         SEVENTH: The Board of Directors of the Corporation is expressly authorized to make, alter or repeal by-laws of the Corporation by
a vote of not less than a majority of the entire Board of Directors, and the shareholders may not make additional by-laws and may not alter or
repeal any by-law, except where such power to amend or repeal is expressly granted by the BCA. Notwithstanding any other provisions of
these Articles of Incorporation or the by-laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by
law, these Articles of Incorporation or the by-laws of the Corporation), the affirmative vote of the holders of 80% or more of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be
required to amend, alter, change or repeal this Article Seventh .

         EIGHTH:        (a) Except as provided in this Article Eighth , special meetings of the shareholders may be called exclusively by the
Board of Directors, who shall state the purpose or purposes of the proposed special meeting. If there is a failure to hold the annual meeting
within a period of ninety (90) days after the date designated therefor, or if no date has been designated for a period of thirteen (13) months after
the organization of the Corporation or after its last annual meeting, holders of not less than 10% of the shares entitled to vote in an election of
directors may, in writing, demand the call of a special meeting in lieu of the annual meeting specifying the time thereof, which shall not be less
than two (2) nor more than three (3) months from the date of

                                                                          7
such call. In addition, if holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) are then entitled to remove any director or the entire Board of Directors pursuant
to the first sentence of Section (b) of Article Sixth (excluding the proviso thereof) , such holders may, in writing, demand the call of a special
meeting solely for the purpose of such removal. The Secretary of the Corporation upon receiving any such written demand shall promptly give
notice of such meeting, or if the secretary fails to do so within five (5) business days thereafter, any shareholder signing such demand may give
such notice. Such notice shall state the purpose or purposes of the proposed special meeting. The business transacted at any special meeting
shall be limited to the purposes stated when the meeting is called by the Board of Directors or in the notice of such meeting.

                   (b)        Any action required to be taken or which may be taken at any annual or special meeting of shareholders of the
Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

                   (c)        Notwithstanding any other provisions of these Articles of Incorporation or the by-laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the by-laws of the
Corporation), the affirmative vote of the holders of 80% or more of the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this
Article Eighth .

          NINTH:       (a) The Corporation may not engage in any Business Combination with any Interested Shareholder for a period of three
years following the time of the transaction in which the person became an Interested Shareholder, unless:

                           (1)        prior to such time, the Board of Directors of the Corporation approved either the Business Combination or
the transaction which resulted in the shareholder becoming an Interested Shareholder;

                             (2)       upon consummation of the transaction which resulted in the shareholder becoming an Interested
Shareholder, the Interested Shareholder owned at least 85% of the voting stock of the Corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and
also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer;

                           (3)        at or subsequent to such time, the Business Combination is approved by the Board of Directors and
authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the
outstanding voting stock that is not owned by the Interested Shareholder; or

                           (4)        the shareholder is Peter C. Georgiopoulos or an affiliate or associate thereof.

                                                                         8
                  (b)        The restrictions contained in this section shall not apply if:

                            (1)        A shareholder becomes an Interested Shareholder inadvertently and: (i) as soon as practicable divests
itself of ownership of sufficient shares so that the shareholder ceases to be an Interested Shareholder; and (ii) would not, at any time within the
three-year period immediately prior to a Business Combination between the Corporation and such shareholder, have been an Interested
Shareholder but for the inadvertent acquisition of ownership; or

                             (2)      The Business Combination is proposed prior to the consummation or abandonment of and subsequent to
the earlier of the public announcement or the notice required hereunder of a proposed transaction which: (i) constitutes one of the transactions
described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or
who became an Interested Shareholder with the approval of the Board of Directors; and (iii) is approved or not opposed by a majority of the
members of the Board of Directors then in office (but not less than one) who were Directors prior to any person becoming an Interested
Shareholder during the previous three years or were recommended for election or elected to succeed such Directors by a majority of such
Directors.

                  The proposed transactions referred to in the preceding sentence are limited to:

                  (I)        a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to the BCA, no
vote of the shareholders of the Corporation is required);

                  (II)       a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of
transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary
of the Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value equal
to 50% or more of either that aggregate market value of all of the assets of the Corporation determined on a consolidated basis or the aggregate
market value of all the outstanding shares of the Corporation; or

                  (III)     a proposed tender or exchange offer for 50% or more of the outstanding voting shares of the Corporation.

         The Corporation shall give not less than 20 days notice to all Interested Shareholders prior to the consummation of any of the
transactions described in clause (I) or (II) of the second sentence of this paragraph.

                  (c)       For the purpose of this Article Ninth only, the term:

                           (1)       “ Associate ,” when used to indicate a relationship with any person, means: (i) any corporation,
partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the
owner of 20% or more of any class of voting shares; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or
as to which such person serves as trustee or in a similar fiduciary capacity;

                                                                          9
and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

                           (2)        “ Business Combination ,” when used in reference to the Corporation and any Interested Shareholder of
the Corporation, means:

                                       (i)       Any merger or consolidation of the Corporation or any direct or indirect majority-owned
subsidiary of the Corporation with (A) the Interested Shareholder, or (B) with any other corporation, partnership, unincorporated association or
other entity if the merger or consolidation is caused by the Interested Shareholder and, as a result of such merger or consolidation, Paragraph
(a) of this Article Ninth is not applicable to the surviving entity;

                                     (ii)       Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a
series of transactions), except proportionately as a shareholder of the Corporation, to or with the Interested Shareholder, whether as part of a
dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets
have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a
consolidated basis or the aggregate market value of all the outstanding shares of the Corporation;

                                    (iii)      Any transaction which results in the issuance or transfer by the Corporation or by any direct or
indirect majority-owned subsidiary of the Corporation of any shares, or any shares of such subsidiary, to the Interested Shareholder, except:
(A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the
Corporation, or shares of any such subsidiary, which securities were outstanding prior to the time that the Interested Shareholder became such;

         (B)        pursuant to a merger with a direct or indirect wholly-owned subsidiary of the Corporation solely for purposes of forming a
holding company; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for,
exchangeable for or convertible into shares of the Corporation, or shares of any such subsidiary, which security is distributed, pro rata to all
holders of a class or series of shares subsequent to the time the Interested Shareholder became such; (D) pursuant to an exchange offer by the
Corporation to purchase shares made on the same terms to all holders of said shares; or (E) any issuance or transfer of shares by the
Corporation; provided , however , that in no case under items (C) - (E) of this subparagraph shall there be an increase in the Interested
Shareholder’s proportionate share of any class or series of shares of the Corporation;

                                     (iv)      Any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of
the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of shares of the
Corporation, or securities convertible into any class or series of shares of the Corporation, or shares of any such subsidiary, or securities
convertible into such shares, which is owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share
adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or

                                                                        10
                                     (v)       Any receipt by the Interested Shareholder of the benefit, directly or indirectly (except
proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those
expressly permitted in subparagraphs (i) - (iv) of this paragraph) provided by or through the Corporation or any direct or indirect
majority-owned subsidiary.

                             (3)         “ Interested Shareholder ” means any person (other than Genco or the Corporation and any direct or
indirect majority-owned subsidiary of Genco or the Corporation) that (i) is the owner of 15% or more of the outstanding voting shares of the
Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting shares of the
Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person
is an Interested Shareholder; and the affiliates and associates of such person; provided , however , that the term “Interested Shareholder” shall
not include any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the
Corporation; provided that such person shall be an Interested Shareholder if thereafter such person acquires additional shares of voting shares
of the Corporation, except as a result of further Company action not caused, directly or indirectly, by such person. For the purpose of
determining whether a person is an Interested Shareholder, the voting shares of the Corporation deemed to be outstanding shall include voting
shares deemed to be owned by the person through application of paragraph (8) below, but shall not include any other unissued shares which
may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

                            (4)        “ Owner ,” including the terms “own” and “owned,” when used with respect to any shares, means a
person that individually or with or through any of its affiliates or associates:

                                    (i)        Beneficially owns such shares, directly or indirectly; or

                                     (ii)      Has (A) the right to acquire such shares (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided , however , that a person shall not be deemed the owner of shares tendered pursuant to a tender or
exchange offer made by such person or any of such person’s affiliates or associates until such tendered shares is accepted for purchase or
exchange; or (B) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided , however , that a person
shall not be deemed the owner of any shares because of such person’s right to vote such shares if the agreement, arrangement or understanding
to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more
persons; or

                                    (iii)      Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting
(except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such
shares with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares.

                                                                        11
                   (d)        Notwithstanding any other provisions of these Articles of Incorporation or the by-laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the by-laws of the
Corporation), the affirmative vote of the holders of 80% or more of the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this
Article Ninth .

         TENTH:         This Article Tenth anticipates the possibility that (a) Genco may be a majority or significant shareholder of the
Corporation, (b) certain officers and/or directors of the Corporation may also serve as officers and/or directors of Genco, (c) the Corporation
and Genco, either directly or through their subsidiaries, may engage in the same or similar activities or lines of business and have an interest in
the same areas of corporate opportunities, and (d) benefits may be derived by the Corporation through its continued contractual, corporate and
business relationships with Genco and its affiliates. The provisions of this Article Tenth shall, to the fullest extent permitted by law, apply to
the conduct of certain affairs of the Corporation and its subsidiaries as they may involve Genco and its affiliates, and their respective officers
and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and shareholders in connection
therewith.

          1.        Genco may engage (and shall have no duty to refrain from engaging) in the same or similar activities or lines of business as
the Corporation, and the Corporation shall not be deemed to have an interest or expectancy in any business opportunity, transaction or other
matter (including, without limitation, any opportunity to acquire a drybulk vessel) (each such opportunity, transaction or other matter being a “
Business Opportunity ”) in which Genco engages or seeks to engage merely because the Corporation engages in the same or similar activities
or lines of business as that involved in or implicated by such Business Opportunity.

         2.        Subject to the terms and conditions specified in this Article Tenth:

         (a)            if Genco, its affiliates, any Corporation Group member, or any director or officer of the foregoing acquires knowledge
                  of a potential Business Opportunity that may be deemed to constitute a corporate opportunity of both Genco and a
                  Corporation Group member, Genco shall have a right of first refusal to pursue or acquire such Business Opportunity for itself
                  unless such Business Opportunity is a Spot Charter Opportunity (defined below); and

         (b)            if Genco, its affiliates, any Corporation Group member, or any director or officer of the foregoing acquires knowledge
                  of a potential opportunity to enter into a Voyage Charter or a Trip Charter for a particular drybulk vessel (a “ Spot Charter
                  Opportunity ”) that may be deemed to constitute a corporate opportunity of both Genco and a Corporation Group member,
                  the Corporation shall have a right of first refusal to elect to pursue or acquire such Spot Charter Opportunity for itself.

         Each time Genco or a Corporation Group member, as applicable (the “ Offering Party ”) acquires knowledge of a Business
         Opportunity for which the other Party (the “ ROFR Party ”) has a right of first refusal, the Offering Party must first make an offering
         of the

                                                                        12
         Business Opportunity to the ROFR Party in accordance with the following provisions of this Article Tenth prior to pursuing such
         Business Opportunity.

         3.       The Offering Party shall give written notice (the “ Offering Notice ”) to the ROFR Party stating that it has identified a
corporate opportunity and providing a description of the opportunity, including all material terms and conditions of which the Offering Party
has knowledge.

          4.         Upon receipt of the Offering Notice, the ROFR Party shall have twenty-four (24) hours if the Business Opportunity is a
Spot Charter Opportunity or fourteen (14) calendar days if the Business Opportunity is not a Spot Charter Opportunity (the “ ROFR Notice
Period ”) to elect to pursue the Business Opportunity by delivering a written notice to the Offering Party stating that the ROFR Party will
pursue the Opportunity (a “ ROFR Notice ”). If the ROFR Party does not deliver a ROFR Offer Notice during the ROFR Notice Period, it
shall be deemed to have waived all of its rights to pursue the Business Opportunity under this Article Tenth , and the Offering Party shall
thereafter be free to pursue the Business Opportunity specified in the Offer Notice without any further obligation to such Party pursuant to this
Article Tenth .

         5.        If the ROFR Party is the first to learn of a Business Opportunity, then neither the ROFR Party or its directors or officers
shall have any duty to communicate or offer such Business Opportunity to the Offering Party.

         6.         As the entry of a drybulk vessel by one Party into a vessel pool would not prevent the other Party from taking the same
action, neither Party shall have any obligation under Sections 2 through 4 of this Article Tenth with respect to the entry of any drybulk vessel
into a vessel pool.

         7.          Notwithstanding anything in this Agreement to the contrary, this Article Tenth shall automatically terminate, expire and
have no further force and effect on the date that (a) Genco or its affiliates ceases to beneficially own shares of Common Stock and Class B
Stock representing at least 10% of the aggregate number of outstanding shares of Common Stock and Class B Stock and (b) no person who is a
director or officer of any Corporation Group member is also a director or officer of Genco or any of its affiliates other than the Corporation
Group members. No addition to, alteration of or termination of any portion of this Article Tenth shall eliminate or impair the effect of this
Article Tenth on any act, omission, right or liability that occurred prior thereto.

           8.         For purposes of this Article Tenth only (a) the term “ Corporation Group ” shall mean the Corporation and all persons or
entities in which the Corporation beneficially owns, directly or indirectly, 50% or more of the outstanding voting stock, voting power,
partnership interests or similar voting interests, (b) the term “ Genco ” shall mean Genco and all persons or entities (other than the Corporation
Group, as defined in accordance with clause (a) of this Section 8 ) (i) in which Genco beneficially owns, directly or indirectly, 50% or more of
the outstanding voting stock, voting power, partnership interests or similar voting interests or (ii) which otherwise are affiliates of Genco, and
(c) “affiliate” shall have the meaning set forth in Article Ninth .

                                                                        13
          ELEVENTH:            A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary
damages for any breach of duty in such capacity except that the liability of a director shall not be eliminated or limited: (a) for any breach of
such director’s duty of loyalty to the Corporation or its shareholders; (b) for acts or omissions not undertaken in good faith or which involve
intentional misconduct or a knowing violation of law; or (c) for any transaction from which such director derived an improper personal benefit.
If the BCA hereafter is amended to authorize the further elimination or limitation of the liability of directors for actions taken or omitted to be
taken then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended BCA in respect of actions or omissions to act which occurred during any period to which the BCA’s
amended provisions pertain. Any repeal or modification of this Article Tenth by the shareholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of the director existing at the time of such repeal or modification.

          TWELFTH:           At each meeting of shareholders, the holders of a majority of the voting power of the outstanding shares entitled to
vote at the meeting, present in person or represented by proxy, shall constitute a quorum; provided that in no event shall a quorum consist of
fewer than one third of the shares entitled to vote at a meeting.

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                                                                          14
      IN WITNESS WHEREOF , the undersigned has executed these Amended and Restated Articles of Incorporation on
the       day of      , 2010.



                                                              John C. Wobensmith
                                                              President
                                                                                                                                      Exhibit 10.1

                                                 FORM OF MANAGEMENT AGREEMENT

   THIS MANAGEMENT AGREEMENT (as the same may be amended or modified from time to time, this “ Agreement ”) is dated as
of              , 2010 and is by and between Baltic Trading Limited, a Marshall Islands corporation (the “ Company ”), and Genco
Shipping & Trading Limited, a Marshall Islands corporation (“ Genco ” or the “ Manager ”).

                                                                   RECITALS

  A. Genco recently formed the Company in anticipation of the Company’s initial public offering (the “ Public Offering ”) of shares of its
Common Stock, par value $0.01 per share (“ Common Shares ”).

    B. In order to provide the Company with commercial, technical, administrative and strategic services with respect to Vessels it may acquire
and its business, the Company desires to engage the Manager to provide, directly or indirectly, such services to the Company, and the Manager
desires to provide such services to the Company, on the terms and subject to the conditions set forth in this Agreement.

   NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

   1.1 Certain Definitions. In this Agreement, including the recitals hereto, unless the context requires otherwise, the following terms shall
have the respective meanings set forth below:

   “ Accounting Referee ” has the meaning ascribed to such term in Section 8.3.

   “ Administrative Services ” has the meaning ascribed to such term in Section 4.

    “ Affiliates ” means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more
intermediaries, are Controlled by, Control or are under common Control with the Person in question, and “ Affiliate ” means any one of them.

    “ Applicable Laws ” means, in respect of any Person, property, transaction or event, all laws, statutes, ordinances, regulations, municipal
by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event, all applicable official directives, rules,
consents, approvals, authorizations, guidelines, orders, codes of practice and policies of any Governmental Authority having authority over that
Person, property, transaction or event and having the force of law, and all general principles of common law and equity.

   “ Approved Budget ” has the meaning ascribed to such term in Section 4.4(c).

   “ Board of Directors ” means the board of directors of the Company, as the same may be constituted from time to time.

    “ Books and Records ” means all books of accounts and records, including tax records, sales and purchase records, Vessel records,
computer software, formulae, business reports, plans and projections and all other documents, files, correspondence and other information of
the Company with respect to the Vessels or the Business (whether or not in written, printed, electronic or computer printout form).
    “ Business ” means the Company’s business of owning, operating and/or chartering or re-chartering Drybulk Carriers to other Persons and
any other lawful act or activity customarily conducted in conjunction therewith.

     “ Business Day ” means a day other than a Saturday, Sunday or statutory holiday on which the banks in New York, New York are required
to close.

    “ Cash Available for Distribution ” means net income less cash expenditures for capital items related to the Company’s fleet of Vessels,
other than Vessel acquisitions.

   “ Change of Control ” has the meaning ascribed to such term in Section 10.4.

    “ Charter ” means a charter party agreement between a Company Group Member and any Person that relates to any of the Vessels
(including any voyage or spot charters), and “ Charters ” means all such charter party agreements.

   “ Charterer ” means any Person that has entered or enter into, or assumed or assume the obligations under, by novation or otherwise, a
Charter with a Company Group Member.

   “ Chief Financial Officer ” means the chief financial officer of the Company.

   “ Common Shares ” has the meaning ascribed to such term in the recitals to this Agreement.

   “ Class B Shares ” means shares of the Company’s Class B Stock, par value $0.01 per share.

   “ Commercial Management Services ” has the meaning ascribed to such term in Section 3.2.

   “ Commercial Management Services Fee ” has the meaning ascribed to such term in Section 8.1.

   “ Company Breach ” has the meaning ascribed to such term in Section 10.4(b).

   “ Company Group ” means the Company and its Subsidiaries.

   “ Company Group Member ” means any member of the Company Group.

   “ Company Indemnified Persons ” has the meaning ascribed to such term in Section 9.4.

      “ Confidential Information ” means all nonpublic or proprietary information or data (including all oral and visual information or data
recorded in writing or in any other medium or by any other method) relating to a Disclosing Party that is obtained from the Disclosing Party or
any third party on the Disclosing Party’s behalf, at any time before, simultaneously with, or after the execution of this Agreement; and, without
prejudice to the general nature of the foregoing definition, the term Confidential Information shall include, but not by way of limitation,
(i) information regarding the Disclosing Party’s existing or proposed operations, business plans, market opportunities, and business affairs and
(ii) any information ascertainable by inspection of Confidential Information disclosed to the Receiving Party or by the analysis of any materials
supplied to the Receiving. Notwithstanding the foregoing, Confidential Information shall not include any information which (x) is public
knowledge at the time of disclosure or which subsequently becomes public knowledge other than as a result of a breach of this Agreement;
(y) the Receiving Party can show was made available to it by some other Person who had a right to do so and who was not subject to any
obligation of confidentiality or restricted use regarding such information; or (z) was developed by the Receiving Party independently without
use of any confidential information provided hereunder or by a third party in breach of its confidentiality obligations.

                                                                        2
   “ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors who was (a) a member of the
Board of Directors immediately after the completion of the Public Offering or (b) nominated for election or elected to the Board of Directors
with the approval of a majority of the directors then in office who were either directors immediately after the completion of the Public Offering
or whose nomination or election was previously so approved.

    “ Control ” or “ Controlled ” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the
directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business,
affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of Voting Securities, by contract, or otherwise.

   “ Costs and Expenses ” has the meaning ascribed to such term in Section 8.1.

     “ Consumer Price Index ” means the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the
United States Department of Labor, New York, N.Y. — Northeastern N.J. Area, All Items (1982-1984 = 100), or any successor index thereto,
appropriately adjusted. In the event that the Consumer Price Index is converted to a different standard reference base or otherwise revised, the
determination of amounts provided for in this Agreement shall be made with the use of such conversion factor, formula or table for converting
the Consumer Price Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use
of such conversion factor, formula or table as may be published by Prentice-Hall, Inc., or any other nationally recognized publisher of similar
statistical information. If the Consumer Price Index ceases to be published, and there is no successor thereto, such other index as the Manager
may reasonably select shall be substituted for the Consumer Price Index.

    “ Credit Facility ” means any credit facility agreement to which any Company Group Member may be a party from time to time.

   “ Crew ” means the master, officers, employees and other crew members of a Vessel.

    “ Crew Employment and Support Expenses ” means all Employment Expenses of the Crew and all expenses of a general nature that are
not particularly connected to any individual member of the Crew or any individual Vessel that are incurred for the purpose of providing Crew
Management Services and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for
officers and ratings, cadet training schemes, study pay, recruitment and interviews.

    “ Crew Insurances ” means insurances against crew risks, including death, sickness, repatriation, injury, shipwreck, unemployment
indemnity and loss of personal effects.

   “ Crew Management Services ” has the meaning ascribed to such term in Section 3.3.

   “ Designated Representative ” and “ Designated Representatives ” each have the meaning ascribed to such terms in Section 11.1.

   “ Disclosing Party ” means a Party who has disclosed Confidential Information hereunder to the other Party or on whose behalf
Confidential Information has been disclosed to the other Party.

   “ Dispute ” has the meaning ascribed to such term in Section 11.1.

   “ Dividend ” means any cash dividend paid by the Company on all outstanding Common Stock or Class B Stock, other than any
Liquidating Dividends.

                                                                        3
   “ Draft Budget ” has the meaning ascribed to such term in Section 4.4(a).

   ―Drybulk Carrier ” means a vessel designed to carry bulk cargo, such as coal, iron ore and grain, that is loaded in bulk and not in bags,
packages or containers.

  “ Drybulk Carrier Assets ” means Drybulk Carriers and any assets that are customarily owned or operated in conjunction with Drybulk
Carriers, in each case that are encompassed within the definition of the Business.

    “ Employment Expenses ” means all costs, expenses, liabilities and obligations related to or incurred in respect of employment, including
salaries, fees, wages, incentive pay, gratuities, bonuses, vacation pay, holiday pay, other paid leave, overtime, standby pay, sick pay, workers’
compensation contributions or costs, benefits and related costs, statutory contributions and remittances, pension plan contributions and costs,
recruitment costs, Severance Costs, payroll and accounting costs, training and education costs, discounts, meals, accommodation,
administrative costs, travel costs, perquisites, relocation expenses and uniform expenses.

   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

   “ Existing Ownership Group ” means Genco and all Affiliates thereof.

   “ Fiscal Quarter ” means a fiscal quarter for the Company or, in the case of the fiscal quarter ending December 31, 2009, the portion of
such fiscal quarter between the date of this Agreement and the commencement of the next fiscal quarter.

   “ Fiscal Year ” means the fiscal year of the Company, being the twelve-month period ending December 31.

   “ Force Majeure Event ” has the meaning ascribed to such term in Section 12.3.

   “ GAAP ” means generally accepted accounting principles consistently applied in the United States.

    “ Governmental Authority ” means any domestic or foreign government, including any federal, provincial, state, territorial or municipal
government, any multinational or supranational organization, any government agency (including the SEC), any tribunal, labor relations board,
commission or stock exchange (including the New York Stock Exchange), and any other authority or organization exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

   “ Initial Term ” has the meaning ascribed to such term in Section 10.1.

   “ Insurances ” has the meaning ascribed to such term in Section 3.4.

    “ ISM Code ” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by
the International Maritime Organization by resolution A.741(18), as the same may have been or may be amended or supplemented from time to
time.

   “ ISPS Code ” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization, as the
same may have been or may be amended or supplemented from time to time.

   “ Legal Action ” means any action, claim, complaint, demand, suit, judgment, investigation or proceeding, pending or threatened, by any
Person or before any Governmental Authority.

                                                                        4
   “ Lenders ” means the lenders, facility agent, security trustee, swap banks, swap agent or other financial institution contemplated by any
Credit Facility.

   “ License ” and “ Licenses ” each have the meaning ascribed to such terms in Section 3.1(p).

    “ Liquidating Dividend ” means any dividend or other distribution in respect of any Common Stock or Class B Stock paid in connection
with the liquidation, dissolution, bankruptcy or winding up of the Company, any merger of the Company or any sale or other conveyance of all
or substantially all the assets of the Company.

   “ Losses ” means losses, expenses, costs, liabilities and damages, excluding lost profits and consequential damages, but including interest
charges, penalties, fines and monetary sanctions.

   “ Management Services ” means, collectively, the Technical Services, the Administrative Services and the Strategic Services.

   “ Management Fees ” has the meaning ascribed to such term in Section 8.1.

   “ Manager Breach ” has the meaning ascribed to such term in Section 10.3(a).

   “ Manager Indemnified Persons ” has the meaning ascribed to such term in Section 9.3.

   “ Manager Misconduct ” has the meaning ascribed to such term in Section 9.1(a).

   “ Manager’s Personnel ” means all individuals who are employed by or have entered into consulting arrangements with the Manager or
any subcontractor under Section 2.3, other than the Crew.

   “ Mediator’s Report ” has the meaning ascribed to such term in Section 11.2(c).

   “ Omnibus Agreement ” means the Omnibus Agreement, dated as of                           , 2010, between Genco and the Company, as the
same may be amended or modified from time to time.

   “ Other Financing Agreements ” has the meaning ascribed to such term in Section 4.2(c).

   “ Parties ” means the Company and the Manager.

   “ Person ” means an individual, corporation, limited liability company, partnership, joint venture, trust or trustee, unincorporated
organization, association, Governmental Authority or other entity.

   “ Pre-delivery Purchases and Expenses ” has the meaning ascribed to such term in Section 5.3.

   “ Pre-delivery Services ” has the meaning ascribed to such term in Section 5.2.

   “ Public Offering ” has the meaning ascribed to such term in the recitals to this Agreement.

   “ President ” means the chief executive officer of the Company.

   “ Questioned Items ” has the meaning ascribed to such term in Section 4.4(b).

   “ Receiving Party ” means a Party to whom Confidential Information of a Disclosing Party has been disclosed hereunder.

   “ Renewal Term ” has the meaning ascribed to such term in Section 10.2.

                                                                        5
   “ SEC ” means the United States Securities and Exchange Commission.

    “ Severance Costs ” means the termination or severance liabilities, costs and expenses that employers are legally obliged to provide or pay
to or in respect of their employees, or the compensation or damages owed in lieu of such liabilities, costs and expenses, as a result of the
termination of any employment.

   “ STCW 95 ” means the International Convention on Standards of Training, Certification and Watchkeeping to Seafarers, 1978, as
amended in 1995 or any subsequent amendment thereto.

    “ Stores and Equipment ” means the stores, spares, lubricating oil, supplies and equipment that customarily are considered part of a
Drybulk Carrier for which a buyer would ordinarily reimburse a seller on the sale of such Drybulk Carrier, and does not include consumables
that are not of incremental value to the Drybulk Carrier.

   “ Strategic Opportunity ” has the meaning ascribed to such term in Section 5.1.

   “ Strategic Services ” has the meaning ascribed to such term in Section 5.

     “ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without
regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly
or indirectly, at the date of determination, by such Person, by one or more Persons Controlled by such Person or a combination thereof, (b) a
partnership (whether general or limited) in which such Person or a Person Controlled by such Person is, at the date of determination, a general
or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the
partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, one or
more Persons Controlled by such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which
such Person, one or more Persons Controlled by such Person, or a combination thereof, directly or indirectly, at the date of determination, has
(i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of
such Person.

   “ Technical Services ” has the meaning ascribed to such term in Section 3.

    “ Term ” means the Initial Term and any Renewal Term, in each case subject to any early termination of this Agreement as permitted
herein.

    “ Termination Payment‖ means an amount of cash equal to five times (a) aggregate Management Fees for the past five completed years of
the Term as of the date of termination or such lesser number of completed years as has transpired divided by (b) five or such lesser number of
completed years as has transpired; except that if this Agreement terminates in the first year of the Term, the Termination Payment shall equal
five times $1,916,250, or $9,581,240.

    “ Vessel s ” means the Drybulk Carriers owned by the Company or any of its Subsidiaries from time to time as set out in Schedule A , as
the same may be amended from time to time in accordance with Section 2.8.

  “ Voting Securities ” means securities of all classes of a Person entitling the holders thereof to vote on a regular basis in the election of
members of the board of directors or other governing body of such Person.

   1.2 Construction. In this Agreement, unless the context requires otherwise:

                                                                          6
    (a) references to laws and regulations refer to such laws and regulations as they may be amended from time to time, and references to
particular provisions of a law or regulation include any corresponding provisions of any succeeding law or regulation;

   (b) references to money refer to legal currency of the United States;

   (c) “including” means “including, without limitation,” whether or not so expressed;

   (d) words importing the singular include the plural and vice versa, and words importing gender include all genders; and

    (e) a reference to an “approval,” “authorization,” “consent,” “notice” or “agreement” means an approval, authorization, consent, notice or
agreement, as the case may be, in writing.

   1.3 Headings. All article or section headings in this Agreement are for convenience only and shall not be deemed to control or affect the
meaning or construction of any of the provisions hereof.

2. ENGAGEMENT OF MANAGER

    2.1 Engagement. The Company hereby engages the Manager to provide, upon the Company’s request, the Management Services
specified herein and, subject to the terms hereof, to manage each Vessel for and on behalf of the relevant Company Group Member, and the
Manager hereby accepts such engagement, all in accordance with the terms of this Agreement. The Company and the Manager each
acknowledge that to the extent set out in this Agreement, the Manager is acting solely on behalf of, as agent of and for the account of, the
relevant Company Group Member. The Manager shall advise Persons with whom it deals on behalf of the relevant Company Group Member
that it is conducting such business for and on behalf of such Company Group Member.

     2.2 Powers and Duties of the Manager. The Manager has the power and authority to take such actions on its own behalf or on behalf of
the relevant Company Group Member as it from time to time considers necessary or appropriate to enable it to perform its obligations under
this Agreement, subject to customary oversight and supervision of the Company, its Board of Directors and its executive officers. The Manager
shall use its reasonable best efforts to provide the Management Services hereunder in a commercially reasonable manner and in accordance
with customary ship management practice and with the care, diligence and skill that a prudent manager of Vessels such as the Vessels would
possess and exercise, except that the Manager in the performance of its management responsibilities under this Agreement may have regard to
its overall responsibility in relation to all Vessels as may from time to time be entrusted to its management and in particular, but without
prejudice to the generality of the foregoing, the Manager may allocate available supplies, manpower and services in such manner as in the
prevailing circumstances the Manager, acting reasonably, considers to be fair and reasonable.

    2.3 Ability to Subcontract. The Manager may subcontract any of its duties and obligations hereunder to provide Management Services to
any of its Affiliates without the consent of the Company and may subcontract its duties and obligations hereunder to provide Management
Services to Persons that are not Affiliates with the prior written consent of the Company, not to be unreasonably withheld; provided, however,
that the Manager may subcontract with any independent technical manager that the Manager has previously engaged for management of its
own Vessels without the further consent of the Company. In the event of any subcontract by the Manager, the Manager shall promptly notify
the Company thereof and shall remain fully liable for the due performance of its obligations under this Agreement. To the extent the Manager
subcontracts any Management Services hereunder, the Company shall directly pay the relevant subcontractor all fees, costs, reimbursements,
and other expenses payable to such subcontractor as the Manager may direct.

                                                                           7
   2.4 Outside Activities. The Company acknowledges that the Manager and its Affiliates may have business interests and engage in
business activities in addition to those relating to the Company Group, for their own respective accounts and for the accounts of other Persons.
The Manager and its Affiliates may undertake activities that compete with the activities of the Company Group.

    2.5 Exclusive Appointment. The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment
for the Term. The Company shall not appoint other managers with respect to the Vessels or the Business during the Term, except in
circumstances in which it is necessary to do so in order to comply with Applicable Law or as otherwise agreed by the Manager in writing.
Notwithstanding the foregoing, this Section 2.5 shall not prohibit the Company from having its own employees perform Management Services.

    2.6 Authority of the Parties. Each Party represents to the other that it is duly authorized with full power and authority to execute, deliver
and perform its obligations under this Agreement. The Company represents that the engagement of the Manager has been duly authorized by
the Company and is in accordance with all governing documents of the Company.

    2.7 Inspection of Books and Records. At all reasonable times and on reasonable notice, any Person authorized by the Company may
inspect, examine, copy and audit the Books and Records of the Company kept by the Manager pursuant to this Agreement.

    2.8 Changes to Vessels Subject to this Agreement. A list of Vessels subject to this Agreement as of the date hereof is set forth on
Schedule A attached hereto. Unless otherwise agreed to by the Parties, all Drybulk Carriers that the Company may add to its fleet after the date
hereof shall become subject to the engagement under this Agreement. The Company, with reasonable notice to the Manager, may remove any
Vessel from the engagement under this Agreement, provided that the Manager is being engaged to manage such Vessel under a separate
agreement with the Company or the Manager otherwise consents to such removal. Notwithstanding the provisions of this Section 2.8, a Vessel
shall automatically be removed from engagement under this Agreement upon a sale or, unless otherwise agreed to by the Parties, a total loss of
such Vessel, and the Company may sell any Vessel subject to the engagement under this Agreement at any time in its sole discretion. Upon any
addition of a Vessel to this engagement or any removal of a Vessel from this engagement, the Parties shall amend Schedule A to reflect such
change.

3. TECHNICAL SERVICES

    Subject to Section 9.2, the Manager shall, at its own expense, provide to the Company the services described in this Section 3 (collectively,
the “ Technical Services ”).

    3.1 Technical Vessel Management Services. Commencing with the acquisition of each Vessel by any Company Group Member, the
Manager shall provide all usual and customary Vessel technical management services with respect to the operation of such Vessel, including
the following:

   (a) supervising the day-to-day operation, maintenance, safety and general efficiency of the Vessel to ensure the seaworthiness and
maintenance condition of the Vessel;

   (b) arranging for and supervising general and routine repairs, alterations and maintenance of the Vessel;

    (c) purchasing the necessary stores, spares, lubricating oil, supplies and equipment (other than such equipment as is covered by Section 9.2)
for the operation of such Vessel;

                                                                        8
  (d) appointing such surveyors, supervisors, technical consultants and other support for the Vessel on behalf of the relevant Company Group
Member as the Manager may consider from time to time to be necessary;

   (e) providing technical and shore-side support for the Vessel and attending to all other technical matters necessary for the operation of the
Vessel;

   (f) handling of the Vessel while in ports or transiting canals, either directly or by use of Vessel agents, unless otherwise handled by the
Charterer;

    (g) procuring and arranging for port entrance and clearance, pilots, Vessel agents, consular approvals, and other services necessary or
desirable for the management and safe operation of the Vessel, unless otherwise procured or arranged by the Charterer;

    (h) preparing, issuing (or causing to be issued) to shippers customary freight contracts, cargo receipts and bills of lading, unless prepared,
issued or arranged for by the Charterer;

   (i) performing all usual and customary duties relating to the loading and discharging of cargoes at all ports, unless performed by the
Charterer;

   (j) arranging for the prompt dispatch of the Vessel from loading and discharging ports in accordance with the instructions of the Charterer
and for transit through canals;

    (k) subject to Section 4.5(b), arranging for employment of counsel and the investigation, follow-up and negotiation of the settlement of all
claims arising in connection with the operation of the Vessel;

    (l) coordinating the Company’s payment of all ordinary charges incurred in connection with the management of the Vessel, including canal
tolls, port charges, any amounts due to any Governmental Authority with respect to the Crew and all duties and taxes in respect of cargo or
freight (whether levied against the Vessel or the Company), unless otherwise paid by the Charterer;

   (m) promptly upon the Company’s request, reporting to the Company the Vessel’s movement, position at sea, arrival and departure dates,
and major casualties and damages received or caused by the Vessel;

   (n) informing the Company promptly of any release or discharge of oil or other hazardous material not in compliance with Applicable
Laws;

    (o) upon the Company’s request, providing the Company with a copy of any Vessel inspection reports, valuations, surveys, insurance
claims and other similar reports prepared by ship brokers, valuators, surveyors, classification societies or insurers; and

    (p) arranging for any and all licenses, permits, franchises, registrations and similar authorizations of any Governmental Authority that are
necessary and used in the operation of the Vessel, the cost of which shall be paid directly by the Company (each a “ License ” and, collectively,
the “ Licenses ”).

    3.2 Commercial Management Services. Commencing with the acquisition of each Vessel by any Company Group Member and subject
to Section 2.5, the Manager shall provide all usual and customary commercial management services with respect to such Vessel, including the
following (collectively, the “ Commercial Management Services ”):

   (a) marketing and promoting the Vessel;

                                                                         9
  (b) identifying, negotiating and securing Charterers and Charters and other employment for the Vessels for and on behalf of the relevant
Company Group Member;

   (c) monitoring proper payment to any Company Group Member or its nominee of all hire and freight revenues or other moneys of
whatsoever nature arising out of the employment of the Vessel or otherwise in connection with the Vessel to which the Company or any
Company Group Member may be entitled;

   (d) providing voyage estimates and accounts and calculating and invoicing of hire, freights, demurrage and dispatch moneys due from or
due to the Charterers of the Vessel;

   (e) administering the Charters; and

    (f) taking all other actions relating to commercial management of the Vessel as the Manager deems necessary to fulfill its obligations under
this Agreement.

    3.3 Crew Management Services. Commencing with or, to the extent reasonably necessary for the provision of the Crew Management
Services in an efficient manner, prior to the acquisition of each Vessel by a Company Group Member, the Manager shall provide all usual and
customary crew management services in respect of such Vessel and shall manage all aspects of the employment of the Crew, including the
following (collectively, the “ Crew Management Services ”):

   (a) procuring, supervising and managing suitably qualified Crew, which in the opinion of the Manager is required for the Vessel in
accordance with the STCW 95 requirements;

   (b) recruiting, selecting, hiring and engaging the Vessel’s Crew, and arranging and paying, at its own expense, all compensation and
administering payroll arrangements, pensions and other benefits and insurance for the Crew (including processing all claims);

    (c) ensuring that the Applicable Laws of the flag of the Vessel and all places where the Vessel trades are satisfied in respect of manning
levels, rank, qualification and certification of the Crew and employment regulations, including any statutory withholding tax requirements and
social insurance requirements;

    (d) ensuring that all members of the Crew have passed a medical examination with a qualified doctor certifying that they are fit for the
duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate flag state
requirements and, in the absence of applicable flag state requirements, the medical certificate shall be dated not more than three months prior to
the respective Crew members leaving their country of domicile and shall be maintained for the duration of their service on board the Vessel;

   (e) ensuring that the Crew have command of the English language at a sufficient standard to enable them to perform their duties effectively
and safely;

   (f) arranging for all transportation (including repatriation), board and lodging for the Crew as and when required at rates and types of
accommodations as are customary in the industry;

   (g) attending to and supervising the training, discipline, discharge and other terms and conditions of employment of the Crew;

   (h) conducting all union negotiations for and on behalf of the Company pursuant to Section 4.5(c);

   (i) administering the Company’s and the Manager’s drug and alcohol policies in respect of the Crew;

                                                                       10



   (j) ensuring that any concerns of the Charterer with respect to the master or any of the officers or other members of the Crew are
appropriately investigated in a timely manner, communicating the results of such investigations to the Charterer and the Company and, if such
concerns are well-founded, ensuring that any appropriate remedial actions are promptly taken;

   (k) keeping and maintaining full and complete records of any labor agreements that may be entered into with the Crew and reporting to the
Company reasonably promptly after notice or knowledge thereof is received of any change or proposed change in labor agreements or other
regulations relating to the Crew;

   (l) negotiating the settlement of all wages with the Crew during the course of and upon termination of their employment;
   (m) handling all details and negotiating the settlement of any and all claims of the Crew including those arising out of accidents, sickness,
death, loss of personal effects, disputes under articles or contracts of enlistment, policies of insurance and fines;

    (n) keeping and maintaining all administrative and financial records relating to the Crew as required by Applicable Law and any applicable
labor or collective agreements of the Company or the Manager, and promptly rendering to the Company any and all reports when, as and in
such form as reasonably requested by the Company; and

   (o) performing any other function in connection with the Crew as may be reasonably requested by the Company from time to time.

    3.4 Insurance. The Manager shall arrange for insurance for each Vessel for and on behalf of the relevant Company Group Member
against physical damage, total loss, third party liability and other risks normally insured against in accordance with industry practice, including
the following (collectively with any additional insurances required under any Credit Facility, the “ Insurances ”):

   (a) usual hull and machinery marine risks (including crew negligence) and excess liabilities;

   (b) protection and indemnity risks (including pollution risks and Crew Insurances); and

   (c) war risks (including protection and indemnity and crew risks);

each in accordance with the customary practice of prudent owners of Vessels of a similar type to each Vessel, with insurance companies,
underwriters or associations in amounts and on terms that are in accordance with industry practice, and in any event, are no less than the market
value of the Vessel (and in the case of protection and indemnity coverage, entered for the Vessel’s full gross tonnage). Notwithstanding the
foregoing, the Manager shall not arrange for off-hire insurance for the Vessels unless requested by the Company.

    The Manager shall arrange for and on behalf of the Company any such additional insurance required under any Credit Facility, including,
as applicable, arranging for any of the Lenders thereto being named as “loss payee” or “additional insured” in accordance with the terms of any
Credit Facility.

    The relevant Company Group Member shall directly pay the relevant insurer all premiums and calls on the Insurances promptly and in any
event by their due date. The Manager shall cooperate with the Company’s insurers and underwriters with respect to the investigation or
settlement of claims by the relevant Company Group Member or any third party under the Insurances, including taking necessary

                                                                        11
steps to have repairs contemplated in Section 9.2(a) covered by the applicable insurance policy or policies.

   3.5 Drydocking, Repairs and Improvements. Subject to Section 9.2, the Manager shall arrange for and supervise the drydockings,
repairs, alterations and maintenance of each Vessel to the standards required to ensure that such Vessel will comply, in all material respects,
with the laws of the flag of such Vessel and of the jurisdictions where such Vessel trades and all requirements and recommendations of the
applicable classification society. The Company shall directly pay the relevant third party providing drydocking , repair, alteration or
maintenance services all fees and costs for the same.

    3.6 Regulatory Compliance Services. The Manager shall operate and maintain the Vessels, and take all actions necessary to ensure that
each Vessel is, in compliance with all Applicable Laws, including the laws of the applicable flag each Vessel may bear, the Applicable Laws of
the countries to which the Vessels trade and with the requirements of the relevant classification society, the ISM Code and the ISPS Code.

4. ADMINISTRATIVE SERVICES

   The Manager shall, at its own expense, provide to the Company the services described in this Section 4 (collectively, the “ Administrative
Services ”).

    4.1 Accounting and Records. The Manager shall, on behalf of the Company, establish an accounting system, including the development,
implementation, maintenance and monitoring of internal control over financial reporting and disclosure controls and procedures, and maintain
Books and Records, with such modifications as may be necessary to comply with Applicable Laws. The Books and Records shall contain
particulars of receipts and disbursements relating to the Company’s assets and liabilities and shall be kept pursuant to normal commercial
practices that will permit financial statements to be prepared for the Company in accordance with GAAP. The Books and Records shall be the
property of the Company but shall be kept at the Manager’s primary office or such other place as the Company and the Manager may mutually
agree. Upon expiration or termination of this Agreement, all of the Books and Records shall be provided to the Company or a new manager
pursuant to Section 10.5(e).

   4.2 Reporting Requirements. The Manager shall prepare and deliver to the President and the Chief Financial Officer the following
reports, which the Manager shall use its reasonable best efforts to prepare and deliver within the time periods specified below or, if not so
specified, within the time period requested by the relevant party:

  (a) a quarterly report to be delivered within 45 days of the end of each Fiscal Quarter setting out the interim financial results of the
Company for such quarter and for the applicable Fiscal Year through the end of such Fiscal Quarter;

    (b) a draft of the reports, certificates, documents and other information required under any Credit Facility and any other financing
arrangements of the Company (“ Other Financing Agreements ”) to be delivered at least two Business Days prior to their required delivery to
the Lenders or lenders under Other Financing Agreements;

    (c) as and when requested by the Board of Directors, the President or the Chief Financial Officer, draft reports regarding financial and other
information required in connection with Applicable Laws (including annual and other reports that may be required to be filed under the
Exchange Act and all other Applicable Laws); and

                                                                        12
    (d) as and when reasonably requested by the Company from time to time, such other reports with respect to financial and other information
of the Company.

    4.3 Financial Statements and Tax Returns. At the instruction of the Chief Financial Officer, the Manager shall prepare and deliver for
review by the Chief Financial Officer and the Audit Committee of the Board of Directors the following which the Manager shall use its
reasonable best efforts to prepare and deliver within the time periods specified below or, if not so specified, within the time period requested by
the relevant party:

    (a) within 30 days of the end of each Fiscal Quarter, unaudited financial statements of the Company for such Fiscal Quarter, to be reviewed
by the external auditors of the Company, prepared in accordance with GAAP and the rules and regulations of the SEC, on a consolidated basis
with all Subsidiaries of the Company;

   (b) within 40 days of the end of each Fiscal Year, financial statements of the Company for such Fiscal Year, to be audited by the external
auditors of the Company, prepared in accordance with GAAP and the rules and regulations of the SEC, on a consolidated basis with all
Subsidiaries of the Company; and

   (c) tax returns for the Company and all of its Subsidiaries required to be filed by Applicable Laws.

    Notwithstanding the foregoing, in the event that the Company’s reporting obligations are accelerated under the Exchange Act beyond what
such obligations are at the time of the Public Offering, the Manager shall use its reasonable best efforts to provide to the Company the financial
statements referred to in clauses (a) and (b) above within such periods as shall be required for the Company to comply with any reporting
requirements under the Exchange Act or other similar applicable laws and regulations.

    In addition, the Manager shall attend to the time calculation and payment of all taxes payable by the Company. At the instruction of the
Chief Financial Officer, the Manager shall cause the Company’s external accountants to review the Company’s unaudited financial statements,
audit the Company’s annual financial statements and finalize tax returns. The Manager shall make available to the Company’s accountants the
relevant Books and Records for the Company and shall assist the accountants in their duties.

   4.4 Budgets and Corporate Planning.

       (a) Draft Budgets

   On or before December 15 of each year, the Manager, in consultation with the President and the Chief Financial Officer, shall prepare and
submit to the Board of Directors a detailed draft budget for the next Fiscal Year in a format acceptable to the Board of Directors and generally
used by the Manager, which shall include: (1) a statement of estimated revenue and expenses, including Costs and Expenses; and (2) a
proposed budget for capital expenditures, repairs and alterations, including proposed expenditures in respect of drydockings, together with an
analysis as to when and why such expenditures, repairs and alterations may be required (the “ Draft Budget ”).

       (b) Process for Finalizing the Draft Budget.

    For a period of seven (7) days after receipt of the Draft Budget, the Board of Directors may request further details and submit written
comments on the Draft Budget. If, after reviewing the Draft Budget, the Company does not agree with any term thereof, the Company shall,
within the same seven (7) day period, give the Manager notice of such disagreements and terms (the “ Questioned Items ”) and a proposal for
resolution of each such Questioned Item. The Company and the Manager shall endeavor to resolve any

                                                                        13
such differences between them with respect to the Questioned Items. In resolving any Questioned Item, the Company and the Manager shall
consider, among other things, the Company’s obligations under any relevant Charters, Credit Facility, or Other Financing Agreement.

       (c) Approved Budget.

    The Manager shall use its commercially reasonable efforts to prepare and deliver to the Company a revised budget that has been approved
by the Board of Directors (the “ Approved Budget ”) by December 31 of the preceding Fiscal Year. However, the Company acknowledges
that the Approved Budget is only an estimate of the performance of the Vessels and the Manager makes no assurance, representation or
warranty that the actual performance of the Vessels in the applicable Fiscal Year will correspond to the estimates contained in the Approved
Budget for such Fiscal Year. The Parties acknowledge that any projections contained in the Approved Budget are subject to and may be
affected by changes in financial, economic and other conditions and circumstances beyond the control of the Parties.

       (d) Amendments to Approved Budget.

    The Manager may, from time to time, in any Fiscal Year propose amendments to the Approved Budget upon at least fifteen (15) days prior
notice to the Company, in which event the Company shall have the right to approve the amendments in accordance with the process set out in
Section 4.4(b), with the relevant time periods being amended accordingly. Whenever, due to circumstances beyond the reasonable control of
the Manager, emergency expenditures are required to ensure that any Vessels are operated and maintained as required under any applicable
Charters, the Manager may make such emergency expenditures and reasonably request prompt reimbursement thereof, to the extent that such
items are the responsibility of the Company, including pursuant to Sections 5.4 and 9.2, even if such expenditures are not included or reflected
in the Approved Budget.

   4.5 Legal and Securities Compliance Services.

       (a) Responsibilities of the Manager.

   The Manager shall assist the Company with the following items, whether or not related to any of the Vessels:

   (i) compliance with all Applicable Laws, including all relevant securities laws and the rules and regulations of the SEC, the New York
Stock Exchange and any other securities exchange upon which the Company’s securities are listed;

   (ii) arranging for the provision of advisory services to the Company with respect to the Company’s obligations under applicable securities
laws in the United States and disclosure and reporting obligations under applicable securities laws, including the preparation for review,
approval and filing by the Company of reports and other documents with the SEC and all other applicable regulatory authorities;

   (iii) maintaining the Company’s corporate existence and good standing in all necessary jurisdictions and assisting in all other corporate and
regulatory compliance matters;

   (iv) conducting investor relations functions on behalf of the Company; and

   (v) adjusting and negotiating settlements, with or on behalf of claimants or underwriters, of any claim, damages for which are recoverable
under insurance policies.

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       (b) Administration and Settlement of Legal Actions.

    If any Legal Action is commenced against or is required to be commenced in favor of any Company Group Member or any of the Vessels,
the Manager shall arrange for the commencement or defense of such Legal Action, as the case may be, in the name of, on behalf of and at the
expense of the Company Group Member, including retaining and instructing legal counsel, investigating the substance of the Legal Action and
entering pleadings with respect to the Legal Action. The Manager shall assist the Company in administering and supervising any such Legal
Actions and shall keep the Company advised of the status thereof. The Manager may settle any Legal Action on behalf of a Company Group
Member where the amount of settlement is less than $500,000 with the approval of the President or the Chief Financial Officer and, in excess
of such amount, with the approval of the Board of Directors.

       (c) Labor Relations Proceedings.

    For Legal Actions in favor of or against any Company Group Member that relate to labor relations or employment proceedings, strikes or
collective bargaining, the Manager shall represent the Company Group Member in any such labor relations or employment proceedings and
shall undertake any labor relations or employment negotiations in respect of any of the Vessels or any Company Group Member on behalf of
such Company Group Member, should such representation or negotiations be required, with such labor organization or other Person that
becomes lawfully entitled to represent the Crew. The Manager shall keep the Company advised of the progress of any such labor relations
proceedings or negotiations. The Manager may enter into collective bargaining agreements and other labor or employment agreements and any
material amendments thereto; provided, however, that such agreements and amendments must be approved by the Board of Directors if the
terms and conditions of any such agreements or amendments are inconsistent, in a material and adverse way to the Company Group Member,
with other collective bargaining agreements concerning or in respect of the Crew.

       (d) Interaction with Regulatory Authorities.

   Notwithstanding anything in this Section 4 or otherwise, the Manager shall not act for or on behalf of the Company in its relationships with
regulatory authorities except to the extent specifically authorized by the Company from time to time.

   4.6 Bank Accounts.

       (a) Administration by Manager.

     The Manager shall oversee banking services for the Company and shall establish in the name of the Company an operating account, a
retention account and such other accounts with such financial institutions as the Company may request. The Manager shall administer and
manage all of the Company’s cash and accounts, including making any deposits and withdrawals reasonably necessary for the management of
its business and day-to-day operations. The Manager shall promptly deposit all moneys payable to the Company and received by the Manager
into a bank account held in the name of the Company.

       (b) Payments from Operating Account.

    The Company shall ensure that all charter hire associated with each Charter is paid by the applicable Charterer into the operating account.
Unless otherwise instructed by the Company, the Manager shall instruct the financial institutions at which the accounts have been established
to pay from the operating account, as and when required, amounts payable under any Credit Facility or Other Financing Agreement.

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   4.7 License. The Manager shall procure, and the Company shall enter into, a license agreement that permits the Company to use the
“Genco” name and trademark in connection with its business.

   4.8 Other Administrative Services.

   The Manager shall:

   (a) develop, maintain and monitor internal audit controls, disclosure controls and information technology for the Company;

    (b) assist with arranging board meetings and preparing board and committee meeting materials, including, as applicable, agendas,
discussion papers, analyses and reports;

   (c) prepare and provide such reports and accounting information so as to permit the Board of Directors to determine the amount of the
Company’s Cash Available for Distribution and Dividends to the Company’s stockholders, and to assist the Company in making arrangements
with the Company’s transfer agent for the payment of Dividends to the stockholders;

    (d) obtain, on behalf of the Company, general insurance, director and officer liability insurance and other insurance of the Company not
related to the Vessels that would normally be obtained for a company in a similar business to that of the Company;

   (e) administer payroll services, benefits and directors fees, as applicable, for the Crew, the President and the Chief Financial Officer and
any other employee, officer or director of the Company;

    (f) provide office space and office equipment for personnel of the Company at the location of the Manager or as otherwise reasonably
designated by the Company, and clerical, secretarial, accounting and administrative assistance as may be reasonably necessary;

   (g) provide all administrative services required in connection with any Credit Facility or Other Financing Agreement;

   (h) negotiate loan and credit terms with lenders in the ordinary course and monitor and maintain compliance therewith;

   (i) negotiate and arrange for interest rate swap agreements, foreign currency contracts and forward exchange contracts;

   (j) monitor the performance of investment managers;

    (k) at the request and under the direction of the Company, handle all administrative and clerical matters in respect of (i) the call and
arrangement of all annual and special meetings of stockholders, (ii) the preparation of all materials (including notices of meetings and proxy or
similar materials) in respect thereof and (iii) the submission of all such materials to the Company in sufficient time prior to the dates upon
which they must be mailed, filed or otherwise relied upon so that the Company has full opportunity to review, approve, execute and return them
to the Manager for filing or mailing or other disposition as the Company may require or direct;

   (l) provide, at the request and under the direction of the Company, such communications to the transfer agent for the Company as may be
necessary or desirable;

    (m) make recommendations to the Company for the appointment of auditors, accountants, legal counsel and other accounting, financial or
legal advisers, and technical, commercial, marketing or other

                                                                        16
independent experts; provided, however, that nothing herein shall permit the Manager to engage any such adviser or expert for the Company
without the Company’s specific approval;

   (n) attend to all matters necessary for any reorganization, bankruptcy or insolvency petitions or proceedings, liquidation, dissolution or
winding up of the Company;

   (o) attend to all other administrative matters necessary to ensure the professional management of the Company’s business or as reasonably
requested by the Company from time to time.

5. STRATEGIC SERVICES

   The Manager shall, at its own expense and upon the Company’s reasonable request, provide to the Company the services described in this
Section 5 (collectively, the “ Strategic Services ”).

   5.1 Acquisitions, Charter Parties and Finance. The Manager shall provide strategic, corporate planning, business development and
advisory services to the Company, including the following:

    (a) providing general strategic planning services and implementing corporate strategy, including developing acquisition and divestiture
strategies;

    (b) identifying, negotiating and securing opportunities for the Company to acquire or to construct Drybulk Carriers, and negotiating and
carrying out the purchase of existing and any newbuilding Drybulk Carriers;

   (c) (i) identifying, negotiating and securing opportunities for the Company to acquire or merge with companies or other Persons that own or
operate Drybulk Carriers or are otherwise involved in the drybulk shipping industry, (ii) negotiating and carrying out the purchase of such
companies or other Persons, and (iii) working to integrate any such acquired businesses;

   (d) maintaining and managing relationships between the Company and the Charterers and potential charterers, shipbuilders, insurers,
Lenders and potential financiers of the Company and other shipping industry participants;

   (e) arranging, negotiating and procuring pre-delivery and post-delivery financing or refinancing for the construction of any Drybulk
Carriers and financing or refinancing for the acquisition of existing Drybulk Carriers;

   (f) identifying, negotiating and implementing potential divestitures or dispositions of any of the Vessels and any other of the Company’s
Drybulk Carrier Assets, and evaluating and recommending the sale of all or any part of the Business;

   (g) identifying, investigating and implementing tax planning, leasing or other tax savings initiatives;

    (h) assisting the Company in connection with any future offerings of Common Shares or other securities the Company may determine is
desirable, all under the direction and supervision of the Board of Directors, the President, and the Chief Financial Officer;

    (i) subject to the oversight of the Board of Directors and supervision of the President and the Chief Financial Officer, generally undertaking
the day-to-day management of the Business; and

   (j) providing such other strategic, corporate planning, business development and advisory services as the Company may reasonably request
from time to time.

                                                                        17
    If, pursuant to the provision of Strategic Services, the Manager identifies a potential opportunity for the Company (“ Strategic
Opportunity ”) and subject to allocations of corporate opportunities to Genco pursuant to the Company’s Articles of Incorporation and the
Omnibus Agreement, (i) the Manager shall present the Strategic Opportunity to the President and the Chief Financial Officer for further
consideration and presentation to the Board of Directors, and (ii) the Board of Directors or an appropriate committee thereof shall approve or
reject the Strategic Opportunity.

    5.2 Pre-delivery Services. For the acquisition of any Vessel, the Manager shall oversee and supervise, in all material respects, the
construction of any newbuilding Vessel or the acquisition of any existing Vessel to be purchased and made subject to this Agreement, as the
case may be, prior to its delivery, including the following (collectively, the “ Pre-delivery Services ”), as applicable:

   (a) negotiating the shipbuilding contract and specifications and related documentation;

   (b) attending to plan approval for the design of the newbuilding Drybulk Carrier;

   (c) arranging for and supervising alterations and changes to the newbuilding Drybulk Carrier;

   (d) liaising with the ship builder, supervising the ship builder’s progress and overseeing construction to ensure the ship builder is
constructing the newbuilding Drybulk Carrier in accordance with the relevant shipbuilding contract, design and specifications;

   (e) negotiating the purchase and sale agreement and related documentation;

   (f) liaising with classification societies, suppliers and other service providers;

   (g) procuring, supervising and managing suitably qualified Crew to test the Vessel in the water prior to delivery;

   (h) attending to the purchasing and other activities related to the Pre-delivery Purchases and Expenses; and

   (i) arranging for registration of the Vessel under the relevant flag and in accordance with Applicable Laws and registration of the Vessel
with the relevant classification society and other authorities as may be required for obtaining trading, canal and other marine certificates for the
Vessel.

     5.3 Pre-delivery Purchases and Expenses. Prior to the delivery to the relevant Company Group Member of any Vessel, the Manager
shall arrange for provision of the necessary stores, spares, lubricating oil, supplies, equipment and services related to the delivery of the Vessel
(all of which will be set out by the Manager in a pre-delivery budget for each Vessel, which shall be subject to the acknowledgment and
consent of the Company) to ensure the seaworthiness and readiness for service of each such Vessel, and the Company shall pay for the fees
associated with the relevant classification society or the registration of the Vessel in the name of the relevant Company Group Member under
the relevant flag, whether a newbuilding or an existing Vessel

    5.4 Estimates and Consultation. For each newbuilding Drybulk Carrier, if any, the Manager shall consult with and obtain the approval
of the Company with respect to all material decisions to be made regarding the newbuilding. The Manager shall also consult with the Company
regarding, and provide to the Company an estimate of the cost of, the Pre-delivery Services and the various Pre-delivery Purchases and
Expenses for any Vessel provided other than by the Manager, for approval by the Company reasonably in advance of such services being
provided or such items being purchased.

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6. EMPLOYEES AND MANAGER’S PERSONNEL

    6.1 Manager’s Personnel . The Manager shall provide the Management Services hereunder through the Manager’s Personnel and the
Crew. The Manager shall be responsible for all aspects of the employment or other relationship of the Manager’s Personnel and Crew as
required in order for the Manager to perform its obligations hereunder, including recruitment, training, staffing levels, compensation and
benefits, supervision, discipline and discharge, and other terms and conditions of employment or contract. However, the Manager shall remain
directly responsible and liable to the Company to carry out all of its obligations under this Agreement, whether performed directly or
subcontracted to another Person, and the Manager (and not the Company) shall be responsible for the compensation and reimbursement of all
such other Persons.

   6.2 Officers

        (a) Executive Officers. The Manager shall regularly consult with the President and Chief Financial Officer as to the provision of
Management Services and the Company’s Business. The Manager shall make available to the Company such executive officers to which the
Company and the Manager or its Affiliates may agree, who shall assist in managing the day-to-day operations and affairs of the Company.
Notwithstanding the foregoing, the Company may employ directly any other officers or employees as it may deem necessary, and any such
officers and employees will not be subject to this Agreement.

        (b) Termination and Replacement of Executive Officers. The Board of Directors may require any officer that is provided by the
Manager of its Affiliates as an executive officer (or otherwise to perform the duties of an executive officer) of the Company to be relieved of
his or her duties with respect to, and no longer perform any of the Management Services for, the Company for any reason not prohibited by
Applicable Laws. Such officer may continue to be employed by the Manager but shall no longer provide any Management Services hereunder,
unless otherwise agreed by the Parties.

    If any officer who is made available to the Company by the Manager or any of its Affiliates, as the case may be, resigns, is terminated or
otherwise vacates his or her office, the Manager shall, as soon as practicable after acceptance of any resignation or after such termination and
upon the Company’s request, use commercially reasonable efforts to identify suitable candidates for replacement of such officer for the
approval by the Board of Directors.

        (c) Other Duties of the Manager’s Personnel. The Company acknowledges that any officers provided by the Manager and the other
Manager’s Personnel that provide Management Services may engage in business activities of the Manager and its Affiliates that are unrelated
to the Company and that conflicts of interest may exist.

       (d) Reporting Structure. The President and the Chief Financial Officer shall report to and be under the direction of the Board of
Directors. The Manager shall report to the Company and the Board of Directors through the President or the Chief Financial Officer.

7. COVENANTS OF THE MANAGER

   The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall:

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    (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and
extent of the Manager’s obligations under this Agreement;

   (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws;

  (c) provide the President, the Chief Financial Officer, and the Board of Directors with all information in relation to the performance of the
Manager’s obligations under this Agreement as the President, the Chief Financial Officer, or the Board of Directors may reasonably request;

    (d) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of
the Manager and, where applicable, in safe custody;

  (e) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the
Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company;

   (f) use its reasonable best efforts to cause (i) the Company to own or possess all Licenses that are necessary and used in the operation of its
business as of the date hereof, (ii) all such Licenses to be in full force and effect at all times, and (iii) all required filings with respect to such
Licenses to be timely made and all required applications for renewal thereof to be timely filed;

  (g) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the
Management Services; and

   (h) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its
provision of Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the
Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

8. MANAGER’S COMPENSATION AND REIMBURSEMENT

    8.1 Fees for Management Services; Reimbursement. In consideration for the provision of Management Services by the Manager to the
Company, the Company shall pay the Manager the amounts set forth on Schedule B hereto in accordance with Section 8.2 ( ―Management
Fees‖ ). In addition, the Company shall reimburse the Manager for (a) all of the reasonable direct and indirect costs and expenses incurred by
the Manager and its Affiliates in providing Management Services and (b) the pro rata portion of the salary and other costs incurred by the
Manager in employing and compensating an internal auditor who will be made available to the Company on a part time basis.

    8.2 Invoicing. The Manager shall, in good faith, determine the expenses related to the Management Services that are allocable to the
Company Group in any reasonable manner determined by the Manager and shall provide to the Company on a quarterly basis an invoice for the
Costs and Expenses to be paid under Section 8.1, which invoice shall contain a description in reasonable detail of the Costs and Expenses that
comprise the aggregate amount of the payment being invoiced. The Manager shall maintain the records of all Costs and Expenses incurred,
including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts between the Parties. The
Company shall pay such invoices within thirty (30) days of receipt, unless the invoice is being disputed in accordance with this Agreement.

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    8.3 Dispute of Invoice. If the Company, in good faith, disputes the amount of an invoice, the Company shall give written notice of such
dispute (including the particulars of such dispute) to the Manager on or before the due date with respect to all or any portion of such invoice.
Upon receipt of such notice, the Manager shall furnish the Company with additional supporting documentation to reasonably substantiate the
amount of the invoice or the Performance Fee calculation, as applicable. Upon delivery of such additional documentation, the Company and the
Manager shall cooperate in good faith and use commercially reasonable efforts to resolve such dispute. If they are unable to resolve the dispute
within (i) ten (10) Business Days of the delivery of such additional supporting information (in the case of an invoice) or (ii) five (5) days of
such delivery (in the case of the Performance Fee calculation), the dispute shall be referred for resolution to a firm of independent accountants
of nationally recognized standing in the United States reasonably satisfactory to each of the Manager and the Company (the “ Accounting
Referee ”), which shall determine the disputed amounts within thirty (30) days of the referral of such invoice dispute to such Accounting
Referee, or within ten (10) days of the referral of such Performance Fee calculation dispute. The determination of the Accounting Referee shall
not require the Company to pay more than the amount in dispute nor require the Manager to return any amount previously paid by the
Company. The fees and expenses of the Accounting Referee shall be borne equally by the Company and the Manager. If any invoice dispute is
resolved in favor of the Manager, the Company shall make payment to the Manager within ten (10) days of resolution of the dispute.
Notwithstanding the foregoing, in no event shall the Company be entitled to withhold any amounts other than those portions of the applicable
payment that are in dispute.
   8.4 Direction to Pay. By written notice to the Company, the Manager may direct the Company to pay any amounts owing under this
Agreement directly to an Affiliate of the Manager pursuant to a subcontracting arrangement relating to this Agreement.

9. LIABILITY OF THE MANAGER; INDEMNIFICATION

    9.1 Liability of the Manager. The Manager shall not be liable to the Company for any Loss (including but not limited to loss of profit
arising out of or in connection with arrest, detention of or delay to any Vessel) arising from the Management Services unless and to the extent
that such Loss resulted from:

    (a) the fraud, gross negligence, recklessness or willful misconduct of the Manager or any of its Affiliates (other than the Company Group)
or any of their respective employees, agents or subcontractors (“ Manager Misconduct ”); or

   (b) any breach of this Agreement by the Manager of any of its Affiliates (other than the Company Group).

     Notwithstanding anything that may appear to the contrary in this Agreement, the Manager shall not be responsible for any of the actions of
the crew of any Vessel even if such actions are negligent, grossly negligent or willful.

    9.2 Extraordinary Costs and Capital Expenditures. Notwithstanding anything to the contrary in this Agreement, the Manager shall not
be responsible for paying any costs, liabilities and expenses in respect of a Vessel to the extent that such costs, liabilities and expenses are
“extraordinary,” which consist of the following:

    (a) repairs, refurbishment or modifications resulting from maritime accidents, collisions, other accidental damage or unforeseen events
(except to the extent that such accidents, collisions, damage or events are due to Manager’s Misconduct, unless and to the extent otherwise
covered by insurance);

                                                                       21
   (b) drydocking of a Vessel;

    (c) any improvement, upgrade or modification to, structural changes with respect to or the installation of new equipment aboard any Vessel
that results from a change in, an introduction of new, or a change in the interpretation of, Applicable Laws at the recommendation of the
classification society for that Vessel or otherwise;

    (d) any increase in Crew Employment and Support Expenses resulting from a change in, an introduction of new, or a change in the
interpretation of, Applicable Laws; or

    (e) any other similar types of costs, liabilities and expenses that were not reasonably contemplated by the Company and the Manager as
being a component of the Approved Budget for the applicable Fiscal Year.

   9.3 Manager Indemnification. The Company shall indemnify and save harmless the Manager and its directors, officers, employees,
subcontractors and Affiliates (the “ Manager Indemnified Persons ”) from and against any and all Losses incurred or suffered by the Manager
Indemnified Persons by reason of or arising from or in connection with their performance of this Agreement or any third-party Legal Action
brought or threatened against such Manager Indemnified Persons in connection with their performance of this Agreement, other than for any
Losses to the extent related to or that resulted from:

   (a) any liabilities or obligations that the Manager has agreed to pay or for which the Manager is otherwise expressly responsible under this
Agreement;

   (b) Manager Misconduct; or

   (c) any breach of this Agreement by the Manager or any of its Affiliates (other than the Company Group).

   9.4 Company Indemnification . The Manager shall indemnify and save harmless each Company Group Member and such Company
Group Member’s directors, officers, employees, subcontractors and Affiliates (the “ Company Indemnified Persons ”) from and against any
and all Losses incurred or suffered by the Company Indemnified Persons, to the extent related to or that resulted from:

   (a) any liabilities or obligations that the Manager has agreed to pay or for which the Manager is otherwise expressly responsible under this
Agreement;

   (b) Manager Misconduct; or

   (c) any breach of this Agreement by the Manager or any of its Affiliates (other than the Company Group).

   9.5 Limitation Regarding Crew

    Notwithstanding anything to the contrary in this Agreement, the Manager shall not be liable for any of the actions of the Crew, even if such
actions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted from a breach by the Manager
of any of its obligations under Section 3.3, in which case the Manager’s liability shall be determined in accordance with the terms of this
Section 9.

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10. TERM AND TERMINATION

    10.1 Initial Term. The initial term of this Agreement shall commence on                    , 2010 and end on December 31, 2024, unless
terminated earlier pursuant to this Agreement (the “ Initial Term ”).

    10.2 Renewal Term. This Agreement will, without any further act or formality on the part of either Party, on the expiration of the Initial
Term or any Renewal Term, be automatically renewed for a further term of five (5) years (each a “ Renewal Term ”) unless notice of
termination is given by the Company to the Manager in accordance with Section 10.3(f), in the case of the Initial Term, or Section 10.3(g), in
the case of any Renewal Term.

   10.3 Termination by the Company. This Agreement may be terminated by the Company:

    (a) if, at any time, the Manager materially breaches this Agreement and the matter is unresolved after ninety (90) days pursuant to the
dispute resolution procedures set forth in Section 11 (“ Manager Breach ”);

   (b) if, at any time,

    (i) the Manager has been convicted of, has entered a plea of guilty or nolo contendere with respect to, or has entered into a plea bargain or
settlement admitting guilt for, a crime, which conviction, plea bargain or settlement is demonstrably and materially injurious to the Company;
and

   (ii) the holders of a majority of the outstanding Common Shares elect to terminate this Agreement;

    (c) if, at any time, the Manager becomes insolvent, admits in writing its inability to pay its debts as they become due, is adjudged bankrupt
or declares bankruptcy or makes an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy, insolvency or
other similar laws of any applicable jurisdiction, or commences or consents to proceedings relating to it under any reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction;

   (d) if any Person or group of Persons other than Peter C. Georgiopoulos acquires Control or economic control of the Manager in
contravention of Section 12.2;

    (e) if, in the fourth Fiscal Quarter of 2019, two-thirds of the Board of Directors elect to terminate the Agreement, which termination shall be
effective on December 31, 2020;

    (f) if, in the fourth Fiscal Quarter of 2023, the Company elects to terminate the Agreement by notice to the Manager, which termination
shall be effective on December 31, 2024; or

    (g) if, in the fourth Fiscal Quarter of any Fiscal Year immediately preceding the Fiscal Year that includes the end of any Renewal Term, the
Company elects to terminate the Agreement by notice to the Manager, which termination shall be effective at the end of the Fiscal Year for the
final year of such Renewal Term.

   10.4 Termination by the Manager.         This Agreement may be terminated by the Manager:

   (a) after the fifth anniversary of the Public Offering, with twelve (12) months’ prior notice by the Manager to the Company;

    (b) if, at any time, the Company materially breaches the Agreement and the matter is unresolved after ninety (90) days pursuant to the
dispute resolution procedures set forth in Section 11 (“ Company Breach ”); or

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   (c) at any time upon the earlier of (i) the occurrence of a Change of Control of the Company or (ii) the Manager’s receipt of written notice
from the Company that such a Change of Control will occur until sixty (60) days after the later of (x) the occurrence of such a Change of
Control or (y) the Manager’s receipt of the written notice in the preceding clause (ii). If the Company has knowledge that a Change of Control
of the Company will occur, the Company shall give prompt written notice thereof to the Manager. A “ Change of Control ” means the
occurrence of any of the following:

    (A) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the Company’s assets, except such a disposition to a member of the Existing Ownership Group;

   (B) an order made for, or the adoption by the Board of Directors of a plan of, liquidation or dissolution of the Company;

   (C) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as such term is
used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of a majority of the Company’s Voting
Securities (unless such “person” is a member of the Existing Ownership Group), measured by voting power rather than number of shares;

    (D) if, at any time, the Company becomes insolvent, admits in writing its inability to pay its debts as they become due, is adjudged
bankrupt or declares bankruptcy or makes an assignment for the benefit of creditors, or makes a proposal or similar action under the
bankruptcy, insolvency or other similar laws of any applicable jurisdiction or commences or consents to proceedings relating to it under any
reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction;

    (E) the consolidation of the Company with, or the merger of the Company with or into, any “person” (other than a member of the Existing
Ownership Group), or the consolidation of any “person” (other than a member of the Existing Ownership Group) with, or the merger of any
“person” (other than a member of the Existing Ownership Group) with or into, the Company, in any such event pursuant to a transaction in
which any of the Common Stock or Class B Stock outstanding immediately prior to such transaction are converted into or exchanged for cash,
securities or other property or receive a payment of cash, securities or other property, other than any such transaction where the Company’s
Voting Securities outstanding immediately prior to such transaction are converted into or exchanged for Voting Securities of the surviving or
transferee “person” constituting a majority (measured by voting power rather than number of shares) of the outstanding Voting Securities of
such surviving or transferee “person” immediately after giving effect to such issuance; or

   (F) a change in directors after which a majority of the members of the Board of Directors are not Continuing Directors.

   10.5 Effects of Termination or Expiry of this Agreement. (a) If the Manager terminates this Agreement pursuant to Section 10.4(a), the
Company shall have the option to require the Manager to continue to provide Technical Services to the Company, for the fee described in
Section 8.1, for up to an additional two-year period from the date of termination of this Agreement.

   (b) If the Company terminates this Agreement pursuant to any of Sections 10.3(e) through 10.3(g), or the Manager terminates this
Agreement pursuant to Section 10.4(b) or Section 10.4(c), the Company shall pay to the Manager the Termination Payment in a lump sum
amount, payable within 30 days following the date this Agreement terminates.

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   (d) Upon termination of this Agreement for any reason or expiry of this Agreement or upon the Manager otherwise ceasing to manage a
Vessel under this Agreement, with respect to the Stores and Equipment provided by the relevant Company Group Member or the Manager, as
applicable, the following shall occur:

        (i) in the case of any Vessel where the necessary Stores and Equipment were provided by the Manager, at the time of delivery of such
Vessel to the relevant Company Group Member, the Company or such Company Group Member shall reimburse the Manager for the fair
market value (as of the time of such termination, expiry or cessation) of the Stores and Equipment that had been placed on board the Vessel by
the Manager, taking into account reasonable wear and tear (such value to be proposed by the Manager and subject to approval by the
Company), except that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall use
commercially reasonable efforts to sell, re-use or recycle the Stores and Equipment and any compensation received by the Manager in doing so
shall be deducted from the amounts to be reimbursed by the Company or such Company Group Member to the Manager; and

       (ii) in the case of any Vessel where the necessary Stores and Equipment were provided by the relevant Company Group Member, at the
time of delivery of such Vessel to such Company Group Member, the Manager shall either, at the Company’s option, (A) return the Vessel
with materially the same level and complement of Stores and Equipment as required to continue operating the Vessel in accordance with
customary ship operation and practice that a prudent owner of a Vessel such as the Vessel would deem reasonably necessary, taking into
account reasonable wear and tear, or (B) pay to the Company or such Company Group Member an amount representing the amount of Stores
and Equipment needed to be added to existing levels to satisfy the levels described in subclause (A) above (such amount to be proposed by the
Manager and subject to approval by the Company); provided, however, that if such Vessel is to be scrapped immediately following such
termination, expiry or cessation, the Manager shall be required to make the payment contemplated in subclause (B) above.

Until any of the foregoing events arise, neither any Company Group Member nor the Manager shall have any obligation to each other to
account for any diminution in value of the Stores and Equipment.

     (e) Upon termination or expiry of this Agreement, this Agreement will be void and there shall be no liability on the part of any Party (or
their respective officers, directors, employees or Affiliates) except that the obligation of the Company to pay to the Manager or its Affiliates the
amounts accrued but outstanding under Section 8 and the terms and conditions set forth in Sections 9, 10.6 and 12.4 shall survive such
termination. After a written notice of termination has been given under this Section 10 or upon expiry, the Company may direct the Manager to,
at the cost of the Company (subject to Section 10.5(d)), undertake any actions reasonably necessary to transfer any aspect of the ownership or
control of the assets of the Company to the Company or to any nominee of the Company and to do all other things reasonably necessary to
bring the appointment of the Manager to an end at the appropriate time, and the Manager shall promptly comply with all such reasonable
directions. Upon termination or expiry of this Agreement, the Manager shall promptly deliver to any new manager or the Company any Books
and Records held by the Manager under this Agreement and shall execute and deliver such instruments and do such things as may reasonably
be required to permit the new manager of the Company to assume its responsibilities.

11. DISPUTE RESOLUTION

    11.1 Notice of Dispute. If (a) a dispute or disagreement arises between the Parties with respect to any provision of this Agreement (other
than Section 8.3), including its interpretation or the performance of a Party under this Agreement or (b) (i) the Company in good faith believes
that a Manager Breach has occurred or is reasonably likely to occur or (ii) the Manager in good faith believes that a Company Breach

                                                                        25
has occurred or is reasonably likely to occur (each of the foregoing, as well as any inability of the Parties to agree, pursuant to Section 8.1,
upon the adjusted Commercial Management Services Fee by the date sixty (60) days prior to January 1 of the year in which such adjusted fee is
scheduled to take effect, being a “ Dispute ”), either Party may, or the Party alleging such breach or potential breach shall, deliver written
notice to the other Party. Such notice shall contain in detail the specific facts and circumstances relating to the Dispute. With respect to any
Dispute described in clause (a) or (b) above, each Party shall designate an individual to negotiate and resolve the Dispute (each a “ Designated
Representative ” and, together, the “ Designated Representatives ”). The Designated Representatives shall in good faith attempt to resolve
the matter within a thirty (30) day period from the date of delivery of the notice referred to above. If either Designated Representative intends
to be accompanied by counsel at any meeting, such Designated Representative shall give the other Designated Representative at least three
(3) Business Days’ notice. All discussions and negotiations pursuant to this Section 11 shall be confidential and without prejudice to settlement
negotiations.

    11.2 Mediation. If a Dispute described in clause (a) or (b) of Section 11.1 is not resolved by the Designated Representatives during after
the thirty (30) days provided in Section 11.1, either of the Parties may refer the matter to mediation. Any Dispute relating to the determination
of an adjusted Commercial Management Services Fee (a “ Commercial Management Services Fee Dispute ”) shall be referred to mediation.
With respect to the mediation of any Dispute, the mediator shall be mutually agreed upon by the Parties, and such mediator will be instructed
to:

   (a) review the terms of the Dispute and the position of the Parties;

   (b) consider the terms of and context of this Agreement; and

   (c) render a non-binding report within sixty (60) days (20 days in the case of a Commercial Management Services Fee Dispute) of the
appointment of the mediator (the “ Mediator’s Report ”) or such later date as to which the Parties may agree.

    The Parties shall consider the Mediator’s Report and may mutually decide to make it a binding report. If the mediator is not able to
facilitate a binding agreement between the Parties, the Dispute is not resolved to the satisfaction of the Parties as a result of the Mediator’s
Report or a mediator cannot be chosen mutually by the Parties, the Dispute shall be submitted to binding arbitration pursuant to Section 11.3.

    11.3 Arbitration. Any Dispute not resolved by the Parties pursuant to Section 11.1 or 11.2 shall be fully and finally resolved by binding
arbitration pursuant to this Section 11.3. Either Party may refer the Dispute to arbitration, which shall take place in New York, New York in
accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. The prevailing Party in
any such arbitration shall be entitled to costs, expenses and reasonable attorneys’ fees, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof.

12. GENERAL

    12.1 Assignment; Binding Effect. The Parties may not assign any of their respective rights under this Agreement in whole or in part
without the prior written consent of the other Party, which consent may be withheld in the sole discretion of such other Party. This Agreement
is binding upon and inures to the benefit of the Parties and their successors and permitted assigns.

   12.2 Change of Control of the Manager. If any Person or group of Persons acting in concert (other than Affiliates of Genco) proposes to
acquire Control of the Manager, directly or indirectly, the Manager shall provide at least thirty (30) days’ written notice of the change of
Control to the Company, which

                                                                          26
notice shall identify the Person that will acquire, directly or indirectly, Control of the Manager. A change of Control of the Manager may occur
only with the consent of the Company, which consent shall not be unreasonably withheld or delayed.

    12.3 Force Majeure. Neither of the Parties shall be under any liability for any failure to perform any of their obligations hereunder if any
of the following occurs (each a “ Force Majeure Event ”):

    (a) any event, cause or condition which is beyond the reasonable control of either or both of the Parties and which prevents either or both of
the Parties from performing any of their respective obligations under this Agreement;

   (b) acts of God, including fire, explosions, unusually or unforeseeably bad weather conditions, epidemic, lightening, earthquake or tsunami;

   (c) acts of public enemies, including war or civil disturbance, vandalism, sabotage, terrorism, blockade or insurrection;

    (d) acts of a Governmental Authority, including injunction or restraining orders issued by any judicial, administrative or regulatory
authority, expropriation or requisition;

   (e) government rule, regulation or legislation, embargo or national defense requirement; or

   (f) labor troubles or disputes, strikes or lockouts, including any failure to settle or prevent such event which is in the control of any Party.

   A Party shall give written notice to the other Party promptly upon the occurrence of a Force Majeure Event.

   12.4 Confidentiality.    (a) Each Receiving Party agrees:

       (i)        to use any Confidential Information solely to carry out its obligations or exercise its rights under this Agreement (the “
Purpose ”) and for no other purpose;

         (ii)      to copy and make other works based on Confidential Information only as strictly necessary for the Purpose;

         (iii)      to maintain the confidentiality of the Confidential Information using at least the same degree of care that the Receiving
Party uses for its own confidential or proprietary information of a similar nature, but no less than reasonable care;

           (iv)     to reveal any Confidential Information to any third party without the prior written consent of the Disclosing Party, except
that if the Receiving Party is required by law, court or administrative order or regulation to reveal any Confidential Information, the Receiving
Party is permitted to do so provided that the Receiving Party gives the Disclosing Party reasonable prior written notice (if permitted) of the
required disclosure and cooperate with the Disclosing Party at its expense in seeking a protective order or other relief;

         (v)       to limit disclosure of the Confidential Information to such of your officers and employees as is necessary for the Purpose;

         (vi)      to inform each officer and employee who receives any Confidential Information of the restrictions as to use and disclosure
of Confidential Information contained herein and to be responsible for any breach of such restrictions by any such persons;

                                                                         27
         (vii)       Forthwith upon the Disclosing Party’s request, to procure the return of all Confidential Information together with any
copies, abstracts, or other works which contain or are based on any of the Confidential Information; provided that, notwithstanding the
foregoing, the Receiving Party shall be permitted to retain Confidential Information to the extent it is required to retain such Confidential
Information pursuant to law, court or administrative order or regulation;

   (b) Each Receiving Party further acknowledges that any breach of the provisions of this Agreement would result in serious damage being
sustained by the Disclosing Party, and as a result hereby unconditionally agrees:

         (i)      To be responsible for losses, damages or expenses (including without limitation attorneys’ fees and expenses) that have
been determined to have been caused by any such breach; and

         (ii)       That the Disclosing Party shall be entitled to equitable relief (including without limitation injunctive relief) in relation to any
threatened or actual breach of the provisions of this Agreement without any requirement of posting a bond and without limiting any other
remedy that may be available to the Disclosing Party.

    12.5 Notices. Each notice, consent or request required to be given to a Party pursuant to this Agreement must be given in writing. A
notice may be given by delivery to an individual or by fax, and shall be validly given if delivered on a Business Day to an individual at the
following address, or, if transmitted on a Business Day, by fax or email addressed to the following Party:


(a)      if to the Company:                                               (b)     if to the Manager:

         Address: 299 Park Avenue, 20 th Floor                                    Address: 299 Park Avenue, 20 th Floor
                  New York, NY 10171                                                       New York, NY 10171

         Attention:                                                               Attention:

         Fax No.:                                                                 Fax No.:

or to any other address or fax number that the Party so designates by notice given in accordance with this Section. Any notice

      (a) if validly delivered on a Business Day, shall be deemed to have been given when delivered; and

      (b) if validly transmitted by fax on a Business Day, shall be deemed to have been given on that Business Day.

   12.6 Third Party Rights. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no shareholder,
employee, agent of any Party or any other Person shall have the right to enforce any provision of this Agreement or to compel any Party to this
Agreement to comply with the terms of this Agreement.

   12.7 No Partnership. Nothing in this Agreement is intended to create or shall be construed as creating a partnership or joint venture
between the Parties, and this Agreement shall not be deemed for any purpose to constitute any Party a partner of any other Party to this
Agreement in the conduct of any business or otherwise or as a member of a joint venture or joint enterprise with any other Party to this
Agreement.

                                                                          28
   12.8 Severability. Each provision of this Agreement is several. If any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

    (a) the legality, validity or enforceability of the remaining provisions of this Agreement; or

    (b) the legality, validity or enforceability of that provision in any other jurisdiction;

except that if:

       (x) on the reasonable construction of this Agreement as a whole, the applicability of the other provision presumes the validity and
enforceability of the particular provision, the other provision will be deemed also to be invalid or unenforceable; and

        (y) as a result of the determination by a court of competent jurisdiction that any part of this Agreement is unenforceable or invalid and,
as a result of this Section 12.8, the basic intentions of the Parties in this Agreement are entirely frustrated, the Parties shall use commercially
reasonable efforts to amend, supplement or otherwise vary this Agreement to confirm their mutual intention in entering into this Agreement.

    12.9 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York applicable to contracts executed in and to be performed in that state, and each party hereto agrees to submit to the non-exclusive
jurisdiction of the federal or state courts located in the City, County and State of New York as regards any claim or matter arising under or in
connection with this Agreement. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby, in the federal or state courts located in the
City, County and State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such
court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or seek to change the venue
from any such court.

     12.10 Amendments. No amendment, supplement, modification or restatement of any provision of this Agreement shall be binding unless
it is in writing and signed by each Person that is a Party to this Agreement at the time of the amendment, supplement, modification or
restatement.

   12.11 Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.

   12.12 Waiver. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other
covenant, duty, agreement or condition. Any waiver must be specifically stated as such in writing.

    12.13 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one
agreement binding on the Parties.

                                                  [Remainder of This Page Intentionally Left Blank]

                                                                           29
IN WITNESS WHEREOF, this Management Agreement has been duly executed by the Parties as of the date first written above.

BALTIC TRADING LIMITED                                             GENCO SHIPPING & TRADING LIMITED

By:                                                                By:
Name:                                                              Name:
Title:                                                             Title:

                                                                 30
                                                                                                                                       Exhibit 10.3

                                                        BALTIC TRADING LIMITED
                                                      2010 EQUITY INCENTIVE PLAN

                                                     (as adopted effective             , 2010)

                                                                   ARTICLE I
                                                                    General

         1.1        Purpose

         The Baltic Trading Limited 2010 Equity Incentive Plan (the “Plan”) is designed to provide certain key persons, on whose initiative
and efforts the successful conduct of the business of Baltic Trading Limited (the “Company”) depends, with incentives to: (a) enter into and
remain in the service of the Company (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and
(d) enhance the long-term performance of the Company.

         1.2        Administration

          (a)       Administration by Board of Directors . The Plan shall be administered by the Company’s Board of Directors (the
“Administrator”). The Administrator shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe,
interpret and implement the Plan and any Award Agreements executed pursuant to Section 2.1 in its sole discretion with all such determination
being final, binding and conclusive, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its
own operations, (iv) to make all determinations necessary or advisable in administering the Plan, and (v) to correct any defect, supply any
omission and reconcile any inconsistency in the Plan.

        (b)        Administrator Action . Actions of the Administrator shall be taken by the vote of a majority of its members. Any action
may be taken by a written instrument signed by a majority of the Administrator members, and action so taken shall be fully as effective as if it
had been taken by a vote at a meeting.

          (c)       Delegation . Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the
Administrator may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any
part of its responsibilities to any person or persons selected by it, and may revoke any such allocation or delegation at any time. Specifically,
the Board of Directors may delegate to one or more officers of the Company the authority to designate the individuals (other than such
officer(s)), who will receive awards under the Plan and the size of each such grant, to the fullest extent permitted by applicable law, provided
that the Committee shall itself grant awards to those individuals who could reasonably be considered to be subject to the insider trading
provisions of Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”).

          (d)        Deemed Delegation to Committee . To the extent permitted by law, the Board of Directors shall be deemed to have
delegated its all of its responsibilities and powers under the Plan, other than the authority to amend or terminate the Plan, to the Compensation
Committee of the Board of Directors or such other committee or subcommittee as the Board of Directors may designate or as shall be formed
by the abstention or recusal of a non-Qualified Member (as defined below) of such committee (the “Committee”). The members of the
Committee shall be appointed by, and serve at the pleasure of, the Board of Directors. While it is intended that at all times that the Committee
acts in connection with the Plan, the Committee shall consist solely of Qualified Members, the number of whom shall not be less than two, the
fact that the Committee is not so comprised will not invalidate any grant hereunder that otherwise satisfies the terms of the Plan. For purposes
of the foregoing, a “Qualified Member” is a “non-employee director” within the meaning of Rule 16b-3 (“Rule 16b-3”) promulgated under the
1934 Act. In any circumstance that the Board of Directors elects to act as the Administrator or to delegate its responsibilities and powers to
another person or persons other than the Committee, the deemed delegation shall not apply.
         1.3       Persons Eligible for Awards

          The persons eligible to receive awards under the Plan are those officers, directors, and executive, managerial, administrative and
professional employees of and consultants to (i) the Company, its subsidiaries and joint ventures or (ii) Genco Shipping & Trading Limited
(“Genco”), its subsidiaries and joint ventures, (collectively, “key persons”) as the Administrator in its sole discretion shall select, taking into
account the duties of the respective employees, their present and potential contributions to the success of the Company, and such other factors
as the Administrator shall deem relevant in connection with accomplishing the purpose of the Plan. The Administrator may from time to time,
in its sole discretion, determine that any key person shall be ineligible to receive awards under the Plan. Key persons of Genco only are
eligible to be granted awards as such at such time as Genco continues to own at least 10% of the aggregate number of outstanding shares of
Common Stock and Class B Stock of the Company.

         1.4       Types of Awards Under Plan

          Awards may be made under the Plan in the form of (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation
rights, (d) dividend equivalent rights, (e) restricted stock, (f) unrestricted stock, (g) restricted stock units, and (h) performance shares, all as
more fully set forth in Article II. The term “award” means any of the foregoing. No incentive stock option may be granted to a person who is
not an employee of the Company or a parent or subsidiary (within the meaning of section 424 of the Code) of the Company on the date of
grant. Notwithstanding any provision of the Plan, to the extent any Award would be subject to Section 409A of the Internal Revenue Code of
1986 (the “Code”), no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code.

         1.5       Shares Available for Awards

        (a)        Subject to adjustment as provided in Section 3.7(a), awards may at any time be granted under the Plan with respect to an
aggregate of 2,000,000 shares of common stock of the Company (“Common Stock”).

         (b)         Shares issued pursuant to the Plan shall be authorized but unissued Common Stock. The Administrator may direct that any
stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply
to such shares.

         (c)        Certain Shares to Become Available Again. The following shares of Common Stock shall again become available for
awards under the Plan: any shares that are subject to an award under the Plan and that remain unissued upon the cancellation or termination of
such award for any reason whatsoever; any shares of restricted stock forfeited pursuant to Section 2.7(e), provided that any dividends paid on
such shares are also forfeited pursuant to such Section 2.7(e); and any shares in respect of which a stock appreciation right or performance
share award is settled for cash.

          (d)      Individual Limit . Except for the limits set forth in this Section 1.5(d) and 2.2(i), no provision of this Plan shall be deemed
to limit the number or value of shares with respect to which the Administrator may make awards to any eligible person. Subject to adjustment
as provided in Section 3.7(a), awards may not be granted to any one employee of the Company during any one calendar year with respect to
more than 800,000 shares of Common Stock. Stock options and stock appreciation rights granted and subsequently canceled or deemed to be
canceled in a calendar year count against this limit even after their cancellation. The provisions of this Section 1.5(d) shall not apply in any
circumstance with respect to which the Administrator in its sole discretion determines that compliance with Section 162(m) of the Code is not
necessary.

         1.6       Definitions of Certain Terms

         (a)       The term “applicable company” shall mean any of the Company, Genco, their subsidiaries or joint ventures, as indicated by
the context.

         (b)       The term “cause” in connection with a termination of employment for cause shall mean:

                                                                         2
                  (i)       to the extent that there is an employment, severance or other agreement governing the relationship between the
                  grantee and the applicable company, which agreement contains a definition of “cause,” cause shall consist of those acts or
                  omissions that would constitute “cause” under such agreement; and otherwise,

                  (ii)       the grantee’s termination of employment by the applicable company or an affiliate on account of any one or more
                  of the following:

                           (A)       any failure by the grantee substantially to perform the grantee’s duties;

                           (B)        any excessive unauthorized absenteeism by the grantee;

                           (C)      any refusal by the grantee to obey the lawful orders of the Board or any other person or Administrator to
                           whom the grantee reports;

                           (D)       any act or omission by the grantee that is or may be injurious to the applicable company, monetarily or
                           otherwise;

                           (E)       any act by the grantee that is inconsistent with the best interests of the applicable company;

                           (F)        the grantee’s material violation of any of the applicable company’s policies, including, without limitation,
                           those policies relating to discrimination or sexual harassment;

                           (G)          the grantee’s unauthorized (a) removal from the premises of the applicable company or an affiliate of any
                           document (in any medium or form) relating to the applicable company or an affiliate or the customers or clients of
                           the applicable company or an affiliate or (b) disclosure to any person or entity of any of the applicable company’s,
                           or its affiliates’ confidential or proprietary information;

                           (H)       the grantee’s commission of any felony, or any other crime involving moral turpitude; and

                           (I)       the grantee’s commission of any act involving dishonesty or fraud.

         Any rights the Company may have hereunder in respect of the events giving rise to cause shall be in addition to the rights an
applicable company may have under any other agreement with a grantee or at law or in equity. Any determination of whether a grantee’s
employment or board membership is (or is deemed to have been) terminated for cause shall be made by the Administrator in its sole discretion,
which determination shall be final, binding and conclusive on all parties. If, subsequent to a grantee’s voluntary termination of employment or
involuntary termination of employment without cause, it is discovered that the grantee’s employment could have been terminated for cause, the
Administrator may deem such grantee’s employment or Board membership to have been terminated for cause. A grantee’s termination of
employment or board membership for cause shall be effective as of the date of the occurrence of the event giving rise to cause, regardless of
when the determination of cause is made.

         (c)       The term “Code” means the Internal Revenue Code of 1986, as amended.

         (d)        The term “employment” shall be deemed to mean an employee’s employment with, or a consultant’s or advisor’s provision
of services to, any applicable company and each board member’s service as a board member of any applicable company.

         (e)      The “Fair Market Value” of a share of Common Stock on any day shall be the closing price on the New York Stock
Exchange as reported for such day in The Wall Street Journal or, if no such price is reported for such day, the average of the high bid and low
asked price of Common Stock as reported for such day. If no

                                                                        3
quotation is made for the applicable day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set
forth in the preceding sentence using quotations for the next preceding day for which there were quotations, provided that such quotations shall
have been made within the ten (10) business days preceding the applicable day. Notwithstanding the foregoing, if deemed necessary or
appropriate by the Administrator in its sole discretion, the Fair Market Value of a share of Common Stock on any day shall be determined by
the Administrator. In no event shall the Fair Market Value of any share of Common Stock be less than its par value.

         (f)        The term “incentive stock option” means an option that is intended to qualify for special federal income tax treatment
pursuant to sections 421 and 422 of the Code as now constituted or subsequently amended, or pursuant to a successor provision of the Code,
and which is so designated in the applicable Award Agreement. Any option that is not an incentive stock option is referred to herein as a
“non-qualified stock option.” Any option that is not specifically designated as an incentive stock option shall be a non-qualified stock option.

          (g)        A grantee shall be deemed to have terminated employment upon (i) the date the grantee ceases to be employed by, or to
provide consulting or advisory services for, an applicable company or any entity that assumes the grantee’s option; or (ii) the date the grantee
ceases to be a member of the Board of Directors of an applicable company; provided, however, that in the case of a grantee (x) who is, at the
time of reference, both an employee or consultant or advisor and a board member, or (y) who ceases to be engaged as an employee, consultant,
advisor or board member and immediately is engaged in another of such relationships with an applicable company, the grantee shall be deemed
to have terminated employment upon the later of the dates determined pursuant to clauses (i) and (ii) of this Section 1.6(g). For purposes of
clause (i) of this Section 1.6(g), a grantee who continues his or her employment, consulting or advisory relationship with: (A) an applicable
company that is a direct or indirect subsidiary of the Company or Genco subsequent to its sale by the Company or Genco, (B) an applicable
company that is a joint venture of the Company or Genco or any of their respective subsidiaries subsequent to the sale by the Company or
Genco or any of their respective subsidiaries of its interests in such joint venture or (C) Genco or its subsidiaries or joint ventures other than the
Company or subsidiaries or joint ventures of the Company after Genco ceases to own at least 10% of the outstanding shares of Common Stock
and Class B Stock of the Company, shall have a termination of employment upon the date of such sale or the date Genco ceases to own such
percentage of shares unless such grantee has some other employment with an applicable company that is not terminated as described in this
paragraph. The Administrator may in its sole discretion determine whether any leave of absence constitutes a termination of employment for
purposes of the Plan and the impact, if any, of any such leave of absence on options theretofore made under the Plan.

                                                                 ARTICLE II
                                                             Awards Under The Plan

         2.1       Agreements Evidencing Awards

         Each award granted under the Plan (except an award of unrestricted stock) shall be evidenced by a written agreement (“Award
Agreement”) which shall contain such provisions as the Administrator may, in its sole discretion, deem necessary or desirable. By executing
an Award Agreement pursuant to the Plan, a grantee thereby agrees that the award shall be subject to all of the terms and provisions of the Plan
and the applicable Award Agreement.

         2.2       Grant of Stock Options, Stock Appreciation Rights, Restricted Stock Units and Dividend Equivalent Rights

         (a)       Stock Option Grants. The Administrator may grant incentive stock options and non-qualified stock options (“options”) to
purchase shares of Common Stock from the Company, to such key persons, and in such amounts and subject to such vesting and forfeiture
provisions and other terms and conditions, as the Administrator shall determine, in its sole discretion, subject to the provisions of the Plan.

          (b)       Stock Appreciation Right Grants; Types of Stock Appreciation Rights. The Administrator may grant stock appreciation
rights to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the
Administrator shall determine, in its sole discretion, subject to the provisions of the Plan. Stock appreciation rights may be granted in
connection with all or any part of, or

                                                                          4
independently of, any option granted under the Plan. A stock appreciation right granted in connection with an option may be granted at or after
the time of grant of such option.

          (c)       Nature of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of
the Plan and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a
share of Common Stock on the date of exercise of the stock appreciation right over the Fair Market Value of a share of Common Stock on the
date of grant (or over the option exercise price if the stock appreciation right is granted in connection with an option), multiplied by (ii) the
number of shares with respect to which the stock appreciation right is exercised. Payment upon exercise of a stock appreciation right shall be
in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or both, all as
the Administrator shall determine in its sole discretion. Upon the exercise of a stock appreciation right granted in connection with an option,
the number of shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is
exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject
to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.

         (d)        Option Exercise Price. Each Award Agreement with respect to an option shall set forth the amount (the “option exercise
price”) payable by the grantee to the Company upon exercise of the option evidenced thereby. The option exercise price per share shall be
determined by the Administrator in its sole discretion; provided, however, that the option exercise price of an incentive stock option shall be at
least 100% of the Fair Market Value of a share of Common Stock on the date the option is granted, and provided further that in no event shall
the option exercise price be less than the par value of a share of Common Stock.

         (e)        Exercise Period. Each Award Agreement with respect to an option or stock appreciation right shall set forth the periods
during which the award evidenced thereby shall be exercisable, whether in whole or in part. Such periods shall be determined by the
Administrator in its sole discretion; provided, however, that no option or a stock appreciation right shall be exercisable more than 10 years after
the date of grant. (See Section 2.3 for additional provisions relating to the exercise of options and stock appreciation rights.) The terms of a
stock appreciation right may provide that it shall be automatically exercised for a cash payment upon the happening of a specified event that is
outside the control of the grantee, and that it shall not be otherwise exercisable.

          (f)        Reload Options. The Administrator may, in its sole discretion, include in any Award Agreement with respect to an option
(the “original option”) a provision that an additional option (the “reload option”) shall be granted to any grantee who, pursuant to
Section 2.3(e)(ii), delivers shares of Common Stock in partial or full payment of the exercise price of the original option. The reload option
shall be for a number of shares of Common Stock equal to the number thus delivered, shall have an exercise price equal to the Fair Market
Value of a share of Common Stock on the date of exercise of the original option, and shall have an expiration date no later than the expiration
date of the original option. In the event that a Award Agreement provides for the grant of a reload option, such Agreement shall also provide
that the exercise price of the original option be no less than the Fair Market Value of a share of Common Stock on its date of grant, and that any
shares that are delivered pursuant to Section 2.3 (e) (ii) in payment of such exercise price shall have been held for at least six months.

         (g)        Dividend Equivalent Rights. The Administrator may, in its sole discretion, include in any Award Agreement with respect
to an option, stock appreciation right or performance shares, a dividend equivalent right entitling the grantee to receive amounts equal to the
ordinary dividends that would be paid, during the time such award is outstanding and unexercised, on the shares of Common Stock covered by
such award if such shares were then outstanding. In the event such a provision is included in a Award Agreement, the Administrator shall
determine in its sole discretion whether such payments shall be made in cash or in shares of Common Stock, whether they shall be conditioned
upon the exercise of the award to which they relate, the time or times at which they shall be made, and such other vesting and forfeiture
provisions and other terms and conditions as the Administrator shall deem appropriate.

         (h)        Incentive Stock Option Limitation: Exercisability. To the extent that the aggregate Fair Market Value (determined as of
the time the option is granted) of the stock with respect to which incentive stock options are first exercisable by any employee during any
calendar year shall exceed $100,000, or such higher amount as may be

                                                                         5
permitted from time to time under section 422 of the Code, such options shall be treated as non-qualified stock options.

          (i)       Incentive Stock Option Limitation: 10% Owners. Notwithstanding the provisions of paragraphs (d) and (e) of this
Section 2.2, an incentive stock option may not be granted under the Plan to an individual who, at the time the option is granted, owns stock
possessing more than 10% of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary
corporations (as such ownership may be determined for purposes of section 422(b) (6) of the Code) unless (i) at the time such incentive stock
option is granted the option exercise price is at least 110% of the Fair Market Value of the shares subject thereto and (ii) the incentive stock
option by its terms is not exercisable after the expiration of 5 years from the date it is granted.

           2.3       Exercise of Options and Stock Appreciation Rights

           Subject to the other provisions of this Article II, each option and stock appreciation right granted under the Plan shall be exercisable as
follows:

         (a)        Timing and Extent of Exercise. Options and stock appreciation rights shall be exercisable at such times and under such
conditions as set forth in the corresponding Award Agreement, but in no event shall any such award be exercisable subsequent to the tenth
anniversary of the date on which such award was granted. Unless the applicable Award Agreement otherwise provides, an option or stock
appreciation right may be exercised from time to time as to all or part of the shares or units as to which such award is then exercisable. A stock
appreciation right granted in connection with an option may be exercised at any time when, and to the same extent that, the related option may
be exercised.

          (b)        Notice of Exercise. An option or stock appreciation right shall be exercised by the filing of a written notice with the
Company or the Company’s designated exchange agent (the “exchange agent”), on such form and in such manner as the Administrator shall in
its sole discretion prescribe.

           (c)        Payment of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares
being purchased. Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or
its exchange agent) for the full option exercise price; or (ii) with the consent of the Administrator, by delivery of shares of Common Stock
having a Fair Market Value (determined as of the exercise date) equal to all or part of the option exercise price and a certified or official bank
check (or the equivalent thereof acceptable to the Company or its exchange agent) for any remaining portion of the full option exercise price; or
(iii) at the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms of the Plan,
as the Administrator may from time to time prescribe (whether directly or indirectly through the exchange agent).

          (d)        Delivery of Certificates Upon Exercise. Subject to the provision of sections 2.3(e) and 3.2, promptly after receiving
payment of the full option exercise price, or after receiving notice of the exercise of a stock appreciation right for which payment will be made
partly or entirely in shares, the Company or its exchange agent shall deliver to the grantee or to such other person as may then have the right to
exercise the award, a certificate or certificates for the shares of Common Stock for which the award has been exercised. If the method of
payment employed upon option exercise so requires, and if applicable law permits, an optionee may direct the Company, or its exchange agent
as the case may be, to deliver the stock certificate(s) to the optionee’s stockbroker.

          (e)       Investment Purpose and Legal Requirements. Notwithstanding the foregoing, at the time of the exercise of any option, the
Company may, if it shall deem it necessary or advisable for any reason, require the optionee (i) to represent in writing to the Company that it is
the optionee’s then intention to acquire the Shares with respect to which the option is to be exercised for investment and not with a view to the
distribution thereof, or (ii) to postpone the date of exercise until such time as the Company has available for delivery to the optionee a
prospectus meeting the requirements of all applicable securities laws; and no shares shall be issued or transferred upon the exercise of any
option unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction
of the Company. The Company shall have the right to condition any issuance of shares to any optionee hereunder on such optionee’s
undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as the Company shall deem necessary or
advisable as a result

                                                                           6
of any applicable law, regulation or official interpretation thereof, and certificates representing such shares may contain a legend to reflect any
such restrictions.

          (f)        No Stockholder Rights. No grantee of an option or stock appreciation right (or other person having the right to exercise
such award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such award until the issuance of a
stock certificate to such person for such shares. Except as otherwise provided in Section 1.5(c), no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is
prior to the date such stock certificate is issued.

         2.4       Compensation in Lieu of Exercise of an Option

         Upon written application of the grantee of an option, the Administrator may in its sole discretion determine to substitute, for the
exercise of such option, compensation to the grantee not in excess of the difference between the option exercise price and the Fair Market
Value of the shares covered by such written application on the date of such application. Such compensation may be in cash, in shares of
Common Stock, or both, and the payment thereof may be subject to conditions, all as the Administrator shall determine in its sole
discretion. In the event compensation is substituted pursuant to this Section 2.4 for the exercise, in whole or in part, of an option, the number
of shares subject to the option shall be reduced by the number of shares for which such compensation is substituted.

         2.5       Termination of Employment; Death Subsequent to a Termination of Employment

          (a)       General Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d) or (e) of this Section 2.5 or in
Section 3.8(b)(iii) or by the Administrator in the Award Agreement or otherwise, a grantee who incurs a termination of employment may
exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent
that the grantee was entitled to exercise the award on the termination of employment date; and (ii) exercise must occur within three months
after termination of employment but in no event after the original expiration date of the award.

         (b)      Dismissal for Cause; Resignation. If a grantee’s employment is terminated for cause or a grantee resigns without the
Company’s prior consent, as applicable, all options and stock appreciation rights not theretofore exercised shall terminate upon the grantee’s
termination of employment.

         (c)        Retirement. If a grantee terminates employment as the result of his retirement, then any outstanding option or stock
appreciation right shall be exercisable pursuant to its terms. For this purpose “retirement” shall mean a grantee’s termination of employment,
under circumstances other than for cause, on or after: (x) his 65th birthday, (y) the date on which he has attained age 60 and completed at least
five years of service with the Company, as applicable, (using any method of calculation the Administrator deems appropriate) or (z) if
approved by the Administrator, on or after he has completed at least 20 years of service.

          (d)        Disability. If a grantee’s employment terminates by reason of a disability (as defined below), then any outstanding option
or stock appreciation right shall be exercisable pursuant to its terms. For this purpose “disability” shall mean any physical or mental condition
that would qualify a grantee for a disability benefit under the long-term disability plan maintained by the Company, and if there is no such plan,
a physical or mental condition that prevents the grantee from performing the essential functions of the grantee’s position (with or without
reasonable accommodation) for a period of six consecutive months. The existence of a disability shall be determined by the Administrator in
its sole discretion.

         (e)       Death.

                  (i)       Termination of Employment as a Result of Grantee’s Death. If a grantee’s employment terminates due to his
                  death, then any outstanding option or stock appreciation right shall be exercisable pursuant to its terms.

                                                                         7
                  (ii)       Restrictions on Exercise Following Death. Any such exercise of an award following a grantee’s death shall be
                  made only by the grantee’s executor or administrator or other duly appointed representative reasonably acceptable to the
                  Administrator, unless the grantee’s will specifically disposes of such award, in which case such exercise shall be made only
                  by the recipient of such specific disposition. If a grantee’s personal representative or the recipient of a specific disposition
                  under the grantee’s will shall be entitled to exercise any award pursuant to the preceding sentence, such representative or
                  recipient shall be bound by all the terms and conditions of the Plan and the applicable Award Agreement which would have
                  applied to the grantee including, without limitation, the provisions of Sections 3.2 and 3.5 hereof.

         (f)       Special Rules for Incentive Stock Options. An option may not be treated as an incentive stock option to the extent that it
remains exercisable for more than three months following a grantee’s termination of employment for any reason other than death or disability,
or for more than one year following a grantee’s termination of employment as the result of his becoming disabled.

         2.6       Transferability of Options and Stock Appreciation Rights

           Except as otherwise provided in an applicable Award Agreement evidencing an option or stock appreciation right, during the lifetime
of a grantee, each option or stock appreciation right granted to a grantee shall be exercisable only by the grantee and no option or stock
appreciation right shall be assignable or transferable otherwise than by will or by the laws of descent and distribution. The Administrator may,
in any applicable Award Agreement evidencing an option (other than an incentive stock option to the extent inconsistent with the requirements
of section 422 of the Code applicable to incentive stock options) or a stock appreciation right, permit a grantee to transfer all or some of the
options or stock appreciation rights, as applicable, to (A) the grantee’s spouse, children or grandchildren (“Immediate Family Members”), (B) a
trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Administrator in its sole
discretion. Following any such transfer, any transferred options and stock appreciation rights shall continue to be subject to the same terms
and conditions as were applicable immediately prior to the transfer.

         2.7       Grant of Restricted Stock

         (a)        Restricted Stock Grants. The Administrator may grant restricted shares of Common Stock to such key persons, in such
amounts, and subject to such vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine in its sole
discretion, subject to the provisions of the Plan. Restricted stock awards may be made independently of or in connection with any other award
under the Plan. A grantee of a restricted stock award shall have no rights with respect to such award unless such grantee accepts the award
within such period as the Administrator shall specify by accepting delivery of an Award Agreement in such form as the Administrator shall
determine and, in the event the restricted shares are newly issued by the Company, makes payment to the Company or its exchange agent as
required by the Administrator and in accordance with the Marshall Islands Business Corporations Act.

         (b)         Issuance of Stock Certificate(s). Promptly after a grantee accepts a restricted stock award, the Company or its exchange
agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stock covered by the award or shall establish
an account evidencing ownership of the stock in uncertificated form. Upon the issuance of such stock certificate(s), or establishment of such
account, the grantee shall have the rights of a stockholder with respect to the restricted stock, subject to: (i) the nontransferability restrictions
and forfeiture provision described in paragraphs (d) and (e) of this Section 2.7; (ii) in the Administrator’s sole discretion, a requirement that any
dividends paid on such shares shall be held in escrow until all such shares have vested; and (iii) any other restrictions and conditions contained
in the applicable Award Agreement.

          (c)        Custody of Stock Certificate(s). Unless the Administrator shall otherwise determine in its sole discretion, any stock
certificates issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any
restrictions specified in the applicable Award Agreement. The Administrator may direct that such stock certificate(s) bear a legend setting
forth the applicable restrictions on transferability.

                                                                         8



         (d)       Vesting/Nontransferability. Until they vest, shares of restricted stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable Award Agreement. The
Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals
and other conditions) on which the restricted shares shall vest.

         (e)       Consequence of Termination of Employment. Unless the Administrator, in its sole discretion, determines otherwise, a
grantee’s termination of employment for any reason (including death) shall cause the immediate forfeiture of all shares of restricted stock that
have not yet vested as of the date of such termination of employment. All dividends paid on such shares also shall be forfeited, whether by
termination of any escrow arrangement under which such dividends are held, by the grantee’s repayment of dividends he received directly, or
otherwise, unless the Administrator determines otherwise in its sole discretion.
         2.8       Grant of Restricted Stock Units

          (a)       Restricted Stock Unit Grants . The Administrator may grant restricted stock units to such key persons, in such amounts, and
subject to such terms and conditions as the Administrator shall determine in its sole discretion, subject to the provisions of the Plan. Restricted
stock units may be awarded independently of or in connection with any other award under the Plan. A grantee of a restricted stock unit award
shall have no rights with respect to such award unless such grantee accepts the award within such period as the Committee shall specify by
accepting delivery of an award agreement in such form as the Committee shall determine. A grant of a restricted stock unit entitles the grantee
to receive a share of Common Stock or, in the sole discretion of the Administrator, the value of a share, on the date that such restricted stock
unit vests.


          (b)        Vesting/Nontransferability. The Administrator shall specify at the time of grant the date or dates (which may depend upon
or be related to a period of continued employment with the Company, the attainment of performance goals or other conditions or a combination
of such conditions) on which the restricted stock units shall vest. Prior to vesting, restricted stock units may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable Award Agreement.

          (c)         Consequence of Termination of Employment . Except as may otherwise be provided by the Committee at any time prior to a
grantee’s termination of employment, a grantee’s termination of employment for any reason (including death) shall cause the immediate
forfeiture of all restricted stock units that have not yet vested as of the date of such termination of employment.

         (d)         Stockholder Rights. The grantee of a restricted stock unit will have the rights of a stockholder only as to shares for which
a stock certificate has been issued pursuant to the award and not with respect to any other shares subject to the award.

         2.9       Grant of Unrestricted Stock

         The Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under
the Plan, to such key persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine in its sole
discretion. Shares may be thus granted or sold in respect of past services or other valid consideration.

         2.10      Grant of Performance Shares

         (a)        Performance Share Grants. The Administrator may grant performance share awards to such key persons, and in such
amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall in its sole discretion
determine, subject to the provisions of the Plan. Such an award shall entitle the grantee to acquire shares of Common Stock, or to be paid the
value thereof in cash, as the Administrator shall determine in its sole discretion, if specified performance goals are met. Performance shares
may be awarded independently of, or in connection with, any other award under the Plan. A grantee shall have no rights with respect

                                                                         9
to a performance share award unless such grantee accepts the award by accepting delivery of an Award Agreement at such time and in such
form as the Administrator shall determine in its sole discretion.

         (b)        Stockholder Rights. The grantee of a performance share award will have the rights of a stockholder only as to shares for
which a stock certificate has been issued pursuant to the award and not with respect to any other shares subject to the award.

         (c)        Consequence of Termination of Employment. Except as may otherwise be provided by the Administrator, the rights of a
grantee of a performance share award shall automatically terminate upon the grantee’s termination of employment by the Company or its
subsidiaries for any reason (including death).

         (d)        Exercise Procedures; Automatic Exercise. At the sole discretion of the Administrator, the applicable Award Agreement
may set out the procedures to be followed in exercising a performance share award or it may provide that such exercise shall be made
automatically after satisfaction of the applicable performance goals.

          (e)       Tandem Grants; Effect on Exercise. Except as otherwise specified by the Administrator, (i) a performance share award
granted in tandem with an option may be exercised only while the option is exercisable, (ii) the exercise of a performance share award granted
in tandem with any other award shall reduce the number of shares subject to such other award in the manner specified in the applicable Award
Agreement, and (iii) the exercise of any award granted in tandem with a performance share award shall reduce the number of shares subject to
the latter in the manner specified in the applicable Award Agreement.

         (f)        Nontransferability. Performance shares may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as otherwise specifically provided in this Plan or the applicable Award Agreement. The Administrator at the time of grant
shall specify the date or dates (which may depend upon or be related to the attainment of performance goals and other conditions) on which the
nontransferability of the performance shares shall lapse.

                                                                 ARTICLE III
                                                                 Miscellaneous

         3.1       Amendment of the Plan; Modification of Awards

         (a)       Amendment of the Plan . The Board of Directors may from time to time suspend, discontinue, revise or amend the Plan in
any respect whatsoever, except that no such amendment shall materially impair any rights or materially increase any obligations under any
award theretofore made under the Plan without the consent of the grantee (or, upon the grantee’s death, the person having the right to exercise
the award). For purposes of this Section 3.1, any action of the Board of Directors or the Administrator that in any way alters or affects the tax
treatment of any award shall not be considered to materially impair any rights of any grantee.

           (b)       Stockholder Approval Requirement . Stockholder approval shall be required with respect to any amendment to the Plan
that (i) increases the aggregate number of shares that may be issued pursuant to incentive stock options or changes the class of employees
eligible to receive such options; or (ii) materially increases the benefits under the Plan to persons whose transactions in Common Stock are
subject to Section 16(b) of the 1934 Act or increases the benefits under the Plan or materially increases the number of shares which may be
issued to such persons, or materially modifies the eligibility requirements affecting such persons.

          (c)      Modification of Awards . The Administrator may cancel any award under the Plan. The Administrator also may amend
any outstanding Award Agreement, including, without limitation, by amendment which would: (i) accelerate the time or times at which the
award becomes unrestricted or may be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Agreement; or
(iii) waive or amend the operation of Section 2.5 with respect to the termination of the award upon termination of employment. However, any
such cancellation or amendment (other than an amendment pursuant to Sections 3.7 or 3.8(b)) that materially

                                                                        10
impairs the rights or materially increases the obligations of a grantee under an outstanding award shall be made only with the consent of the
grantee (or, upon the grantee’s death, the person having the right to exercise the award).

         3.2       Consent Requirement

          (a)       No Plan Action Without Required Consent. If the Administrator shall at any time determine in its sole discretion that any
Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any award under the Plan, the
issuance or purchase of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter
referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Administrator.

          (b)       Consent Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings,
registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any
and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect to any other matter,
which the Administrator shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain
an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents, clearances and
approvals in respect of a Plan Action by any governmental or other regulatory bodies.

         3.3       Nonassignability

         Except as provided in Sections 2.5(e), 2.6, 2.7(d) and 2.9(f): (a) no award or right granted to any person under the Plan or under any
Award Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution; and (b) all rights granted
under the Plan or any Award Agreement shall be exercisable during the life of the grantee only by the grantee or the grantee’s legal
representative.

         3.4       Requirement of Notification of Election Under Section 83(b) of the Code

          If any grantee shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under
section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the value of unvested restricted stock), such grantee
shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service, in addition to any
filing and notification required pursuant to regulations issued under the authority of Code section 83(b).

         3.5       Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code

         Each grantee of an incentive stock option shall notify the Company of any disposition of shares of Common Stock issued pursuant to
the exercise of such option under the circumstances described in section 421(b) of the Code (relating to certain disqualifying dispositions),
within 10 days of such disposition.

         3.6       Withholding Taxes

          (a)       With Respect to Cash Payments. Whenever cash is to be paid pursuant to an award under the Plan, the Company shall be
entitled to deduct therefrom an amount sufficient in its opinion to satisfy all federal, state and other governmental tax withholding requirements
related to such payment.

          (b)       With Respect to Delivery of Common Stock. Whenever shares of Common Stock are to be delivered pursuant to an award
under the Plan, the Company shall be entitled to require as a condition of delivery that the grantee remit to the Company an amount sufficient
in the opinion of the Company to satisfy all federal, state and other governmental tax withholding requirements related thereto. With the
approval of the Administrator, which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing
condition by electing to have the Company withhold from delivery shares having a value equal to the amount of tax to be withheld. Such shares
shall be valued at their Fair Market Value as of the date on which the amount of tax to

                                                                         11
be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or
any portion of the shares to be delivered pursuant to an award.

         3.7       Adjustment Upon Changes in Common Stock

         (a)       Corporate Events . In the event of any change in the number of shares of Common Stock outstanding by reason of any
stock dividend or split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate
change (collectively referred to as “corporate events”), the Administrator shall make the following adjustments:

                  (i)        Shares Available for Grants. The maximum number of shares of Common Stock with respect to which the
                  Administrator may grant awards under Article II hereof, as described in Section 1.5(a), and the individual annual limit
                  described in Section 1.5(e), shall be appropriately adjusted by the Administrator. In the event of any change in the number
                  of shares of Common Stock outstanding by reason of any event or transaction other than a corporate event, the Administrator
                  may, but need not, adjust the maximum number of shares of Common Stock with respect to which the Administrator may
                  grant awards under Article II hereof, as described in Section 1.5(a), and the individual annual limit described in
                  Section 1.5(e), with respect to the number and class of shares of Common Stock, in each case as the Administrator may deem
                  appropriate.

                  (ii)       Restricted Stock. Unless the Administrator in its sole discretion otherwise determines, any securities or other
                  property (including dividends paid in cash) received by a grantee with respect to a share of restricted stock as a result of a
                  corporate event, the issue date with respect to which occurs prior to such event, but which has not vested as of the date of
                  such event, will not vest until such share of restricted stock vests, and shall be promptly deposited with the Company or other
                  custodian designated pursuant to Section 2.7(c) hereof.

                  (iii)       Restricted Stock Units and Performance Shares The Administrator shall adjust outstanding grants of shares of
                  restricted stock units or performance shares to reflect any corporate event as the Administrator may deem appropriate to
                  prevent the enlargement or dilution of rights of grantees.

                  (iv)       Options, Stock Appreciation Rights and Dividend Equivalent Rights . Subject to any required action by the
                  stockholders of the Company, in the event of any increase or decrease in the number of issued shares of Common Stock
                  resulting from a corporate event or any other increase or decrease in the number of such shares effected without receipt of
                  consideration by the Company, the Administrator shall proportionally adjust the number of shares of Common Stock subject
                  to each outstanding option and stock appreciation right, the exercise price-per-share of Common Stock of each such option
                  and stock appreciation right and the number of any related dividend equivalent rights.

         (b)        Outstanding Options, Stock Appreciation Rights, Restricted Stock Units, Performance Shares and Dividend Equivalent
Rights — Certain Mergers. Subject to any required action by the stockholders of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of shares of Common
Stock receive securities of another corporation), each option, stock appreciation right, restricted stock unit, performance share and dividend
equivalent right outstanding on the date of such merger or consolidation shall pertain to and apply to the securities which a holder of the
number of shares of Common Stock subject to such option, stock appreciation right, restricted stock unit, performance share or dividend
equivalent right would have received in such merger or consolidation.

        (c)       Outstanding Options, Stock Appreciation Rights, Restricted Stock Units, Performance Shares and Dividend Equivalent
Rights — Certain Other Transactions. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the
Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a
merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock
receive

                                                                        12
securities of another corporation and/or other property, including cash, the Administrator shall, in its sole discretion, have the power to:

                  (i)        cancel, effective immediately prior to the occurrence of such event, each option, stock appreciation right, restricted
                  stock unit and performance share (including each dividend equivalent right related thereto) outstanding immediately prior to
                  such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee (A) to whom
                  such option or stock appreciation right was granted an amount in cash, for each share of Common Stock subject to such
                  option or stock appreciation right, respectively, equal to the excess of (x) the value, as determined by the Administrator in its
                  sole discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event
                  over (y) the exercise price of such option or stock appreciation right and (B) to whom such restricted stock unit and
                  performance share was granted, for each share of Common Stock subject to such award, the value, as determined by the
                  Administrator in its sole discretion, of the property (including cash) received by the holder of a share of Common Stock as a
                  result of such event; or

                  (ii)        provide for the exchange of each option, stock appreciation right, restricted stock unit and performance share
                  (including any related dividend equivalent right) outstanding immediately prior to such event (whether or not then
                  exercisable) for an option on, stock appreciation right, restricted stock unit, performance share and dividend equivalent right
                  with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject
                  to such option, stock appreciation right or restricted stock unit would have received and, incident thereto, make an equitable
                  adjustment as determined by the Administrator in its sole discretion in the exercise price of the option or stock appreciation
                  right, or the number of shares or amount of property subject to the option, stock appreciation right, restricted stock unit,
                  performance share or dividend equivalent right or, if the Administrator so determines in its sole discretion, provide for a cash
                  payment to the grantee to whom such option, stock appreciation right, restricted stock unit or performance share was granted
                  in partial consideration for the exchange of the option, stock appreciation right, restricted stock unit or performance share.

          (d)       Outstanding Options, Stock Appreciation Rights, Restricted Stock Units, Performance Shares and Dividend Equivalent
Rights — Other Changes . In the event of any change in the capitalization of the Company or a corporate change other than those specifically
referred to in Sections 3.7(a), (b) or (c) hereof, the Administrator may, in its sole discretion, make such adjustments in the number and class of
shares subject to options, stock appreciation rights, restricted stock units, performance shares and dividend equivalent rights outstanding on the
date on which such change occurs and in the per-share exercise price of each such option and stock appreciation right as the Administrator may
consider appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent the Administrator, in its sole discretion,
determines it is appropriate, the Administrator may elect to cancel each option, stock appreciation right, restricted stock unit and performance
share (including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable),
and, in full consideration of such cancellation, pay to the grantee to whom such award was granted an amount in cash, (A) for each share of
Common Stock subject to such option or stock appreciation right, respectively, equal to the excess of (i) the Fair Market Value of Common
Stock on the date of such cancellation over (ii) the exercise price of such option or stock appreciation right (B) for each share of Common
Stock subject to such restricted stock unit or performance share equal to the Fair Market Value of Common Stock on the date of such
cancellation.

          (e)       No Other Rights. Except as expressly provided in the Plan, no grantee shall have any rights by reason of any subdivision
or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any
class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the
Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an award or the exercise price of
any option or stock appreciation right.

                                                                         13
        3.8       Change in Control

        (a)       Change in Control Defined.     For purposes of this Section 3.8, “Change in Control” shall mean the occurrence of any of the
following:

                 (i)       any person or “group” (within the meaning of Section 13(d)(3) of the 1934 Act), other than Genco or Peter C.
                 Georgiopoulos acquiring “beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of fifty
                 percent (50%) or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the
                 Company;

                 (ii)       the sale of all or substantially all of the Company’s assets in one or more related transactions to a person other than
                 such a sale to a subsidiary of the Company which does not involve a change in the equity holdings of the Company or to an
                 entity which Genco or Peter C. Georgiopoulos directly or indirectly controls; or

                 (iii)      any merger, consolidation, reorganization or similar event of the Company or any of its subsidiaries, as a result of
                 which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or
                 similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital
                 stock of the surviving entity.

         Notwithstanding the foregoing, for each award subject to Section 409A of the Code, a Change in Control shall be deemed to occur
under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership
of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

        (b)       Effect of a Change in Control. Unless the Administrator provides otherwise in an Award Agreement, upon the occurrence
of a Change in Control:

                 (i)       notwithstanding any other provision of this Plan, any award then outstanding shall become fully vested and any
                 award in the form of an option or stock appreciation right shall be immediately exercisable;

                 (ii)     to the extent permitted by law, the Administrator may, in its sole discretion, amend any Award Agreement in such
                 manner as it deems appropriate;

                 (iii)      a grantee whose employment terminates for any reason, other than for cause, concurrent with or within one year
                 following the Change in Control, may exercise any outstanding option or stock appreciation right, but only to the extent that
                 the grantee was entitled to exercise the award on his termination of employment date, until the earlier of (A) the original
                 expiration date of the award and (B) the later of (x) the date provided for under the terms of Section 2.5 without reference to
                 this Section 3.8(b)(iii) and (y) the first anniversary of the grantee’s termination of employment.

         (c)      Miscellaneous. Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this
Section 3.8 may be made conditional upon the consummation of the applicable Change in Control transaction.

        3.9       Right of Discharge Reserved

          Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his employment with the Company
or affect any right that the Company may have to terminate such employment.

                                                                       14
         3.10      Non-Uniform Determinations

          The Administrator’s determinations under the Plan need not be uniform and may be made by it selectively among persons who
receive, or who are eligible to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the
generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to
enter into non-uniform and selective Award Agreements, as to (a) the persons to receive awards under the Plan, and (b) the terms and
provisions of awards under the Plan.

         3.11      Other Payments or Awards

        Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

         3.12      Headings

         Any section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not
intended to expand, limit or otherwise define the contents of such subdivisions.

         3.13      Effective Date and Term of Plan

         (a)       Adoption; Stockholder Approval. The Plan was adopted by the Board of Directors and although the Company intends to
obtain approval of the Plan by the Company’s stockholders within the time period required to allow grants of options hereunder to qualify as
incentive stock options, awards under the Plan prior to such stockholder approval may, but need not, be made subject to such approval.

          (b)       Termination of Plan. Unless sooner terminated by the Board of Directors or pursuant to Paragraph (a) above, the
provisions of the Plan respecting the grant of incentive stock options shall terminate on the tenth anniversary of the adoption of the Plan by the
Board of Directors, and no incentive stock option awards shall thereafter be made under the Plan. All such awards made under the Plan prior
to its termination shall remain in effect until such awards have been satisfied or terminated in accordance with the terms and provisions of the
Plan and the applicable Award Agreements.

         3.14      Restriction on Issuance of Stock Pursuant to Awards

         The Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such
shares of Common Stock are fully paid and non-assessable under applicable law.

         3.15      Governing Law

          Except to the extent preempted by any applicable federal law, the Plan will be construed and administered in accordance with the laws
of the State of New York, without giving effect to principles of conflict of laws.

         3.16      Compliance with Section 409A of the Code

          Notwithstanding anything to the contrary contained in the Plan or in any Agreement, to the extent that the Administrator determines
that the Plan or any Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the
Administrator reserves the right to amend or terminate the Plan and/or amend, restructure, terminate or replace the Award in order to cause the
Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

                                                                        15
                                                                                                                                        Exhibit 10.4

                                                                                    Norwegian Shipbrokers’ Association’s Memorandum




                                                                                    of Agreement for sale and purchase of
                                                                                    ships. Adopted by The Baltic and International
                                                                                    Maritime Council (BIMCO) in 1956.
                                                                                    Code-name
                                                                                    SALEFORM 1993
Dated: 19 th of February 2010                                                       Revised 1966, 1983 and 1986/87.

Inta Navigation Ltd., Malta hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited or nominee, who’s
performance always to be guaranteed by Baltic Trading Limited hereinafter called the Buyers, have agreed to buy

Name: M/V Inta

Classification Society/Class: BV

Built:   2009                                     By: Dayang Shipbuilding

Flag: Malta                                       Place of Registration: Valletta, Malta

Call Sign:                                        Grt/Nrt:

Register Number: IMO 9387360

hereinafter called the Vessel, on the following terms and conditions:

Definitions

“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the
place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line 4.

1.              Purchase Price US $35,000,000 (United States Dollars Thirty Five million only)

2.              Deposit

As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10 % (ten per cent) of the Purchase Price within 3
banking days from the date of this Agreement being signed/exchanged by both parties by fax or e-mail and/or joint account established
whichever the later. This deposit shall be placed with and held by them in a joint interest bearing account for the Sellers and the Buyers, to be
released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee
charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. If the Buyers subjects are not lifted, Buyers deposit to
be returned with interest, if any.

3.             Payment

The said Purchase Price shall be paid in full free of bank charges to Sellers nominated bank on delivery of the Vessel, but not later than 3
banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement
and Notice of Readiness has been given in accordance with Clause 5.

4.             Inspections

a)*           The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have waived their right to physically
         inspect the Vessel. The sale is outright and definite, subject only to the terms and conditions of this Agreement.
5.         Notices, time and place of delivery

a)         The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with 30 , 21 and 14 days
     approximate notice of the intended port and delivery date of and 7 and 3 days definite notice of the delivery of the Vessel and her
     delivery port. When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this
     Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)          The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage in the range of
     Singapore-Japan, UK-Cont, Med not east of Greece, USEC, USG in the Sellers’ option. The vessel is not to be delivered at any
     port in which an entity subject to U.S. laws is not permitted to accept delivery including Cuba, Iran, North Korea, Sudan, Syria and
     Burma/Myanmar.

     Expected time of delivery: 15 th of March 2010 — 31 st of April 2010, exact date in sellers option.

     Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st of April, 2010 in Buyer’s option.

c)          If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by
     the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for
     delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this
     Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new
     cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the
     Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be
     substituted for the cancelling date stipulated in line 61 .

     If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in
     Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without
     prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling
     date.

d)         Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest
     earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.

6.         Drydocking/Divers Inspection
b)**        (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an
       underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their
       cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall
       be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the
       Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

       (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as
       to affect the Vessel’s class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
       shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater
       parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder,
       propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the
       Vessel’s class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without
       condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification
       Society’s attendance.

       (iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-docking facilities are available at the port of
       delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the
       delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery
       range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date
       provided for in Clause 5 b) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a
       maximum of 14 running days.

c)           If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

       (i) the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the
       Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the
       tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification
       Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether
       they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The
       drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found
       defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ expense to the satisfaction of the
       Classification Society without condition/recommendation*.

       (ii) the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires
       such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers
       require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel’s class*.

       (iii) the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the
       Classification Society’s fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result
       of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid expenses, dues and
       fees.

       (iv) the Buyers’ representative shall have the right to be present in the drydock, but without interfering with the work or decisions of
       the Classification surveyor.

       (v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without
       interfering with the Sellers’ or the Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,
       however, the Buyers’ work in drydock is still in progress when the Sellers have
          completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for
          the Buyers’ risk and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the
          Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take
          delivery in accordance with Clause 3 , whether the Vessel is in drydock or not and irrespective of Clause 5 b).

*                Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are
          not to be taken into account.
**              6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.              Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment
including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of signing this
Agreement used or unused, whether on board or not shall become the Buyers’ property. The Sellers are not required to replace spare parts
including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery,
but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale
without extra payment if they are the property of the Sellers. All stores, manuals, instruction books, charts, plans likewise and provisions shall
be included in the sale and be taken over by the Buyers without extra payment. The Sellers also to leave onboard:

     1)      SOPEP
     2)      Ballast Management Plan
     3)      Compulsory ISM Library
     4)      Continuous Synopls Record

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation. Victualling which are property of the catering company, Captain’s, Officers’ and Crew’s personal belongings including the slop
chest are to be excluded from the sale, as well. However, sellers shall provide inventory list of spare parts on board to Buyers soon after
this Agreement has been signed and 10 percent deposit lodged. There are no hired items at the time of inspection except UNITOR gas
bottles.

The Buyers shall take over the remaining bunkers, which to be sufficient to reach nearest main bunkering port with the usual safety margin, and
unused lubricating oils in designated storage tanks and sealed drums and pay Sellers net invoiced prices (excluding barging expenses) and for
luboils in tanks and unbroached drums as evidenced by invoices and supporting vouchers. Payment under this Clause shall be made at the
same time and place and in the same currency as the Purchase Price.

8.              Documentation

The place of closing: to be mutually agreed

Delivery procedure to be mutually agreed between the Sellers and Buyers. The delivery of the Vessel and closing may be at different venues,
but at the same date and time.

In order to enable the Buyers to obtain clear title on delivery and to register the Vessel Buyers and Sellers shall provide a list of delivery
documents which are to be mutually agreed and attached to this Agreement in the form of an Addendum. Any such documents for purpose of
registering the Vessel should be the documents which can reasonably be obtained by the Sellers.
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same,
in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers’ possession shall be
promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers to have the
right to take copies of same.

9.              Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other
debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been incurred prior to the time of delivery.

10.            Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11.            Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the
terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the
Vessel’s class, and with her classification certificates and national and international certificates, as well as all other certificates the Vessel had
at the time of signing this Agreement, valid and unextended for at least 4 months from the date of delivery without condition/recommendation*
by Class or the relevant authorities at the time of delivery.

“Inspection” in this Clause 11, shall mean the Buyers’ inspections according to Clause 4 a) or 4 b) , if applicable, or the Buyers’ inspection
prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*               Notes, if any, in the surveyor’s report which is accepted by the Classification Society without condition/recommendation are
         not to be taken into account.
12.            Name/markings

         Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.            Buyers’ default

Should the deposit not be paid in accordance with Clause 2 , the Sellers have the right to cancel this Agreement, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 , the Sellers have the right to cancel the Agreement, in which case the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together with interest.

14.            Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8 . If after
Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their
option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as
aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and whether or not the Buyers cancel this Agreement.

15.            Buyers’ representatives

After the lodge of deposit amount in the joint account the Buyers have the right to place two representatives on board the Vessel at their sole
risk and expense for the purpose of familiarization only, and they shall not interfere in any respect with the operation of the crew and/or Vessel
until time of the delivery of the Vessel to the Buyers. Buyers have the right to change their actual representatives from time to time but always
to be in keeping with the above. The Buyers’ representatives shall sign the Sellers’ letter of indemnity in the form of the Sellers P + I club
wording prior to their embarkation.

16.            Arbitration

a)*            This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this
         Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory
         modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one
         party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing
         which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall
         appoint an umpire whose decision shall be final.
*             16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to
     apply.

17        Subjects

     Buyer’s obligations hereunder are subject to an initial public offering being completed by Baltic Trading Limited on or prior
     to March 16, 2010. In the event such an offering is not completed on or prior to such date, either Buyers or Sellers may
     terminate this agreement by written notice to the other without any liability or payment (other than the return of Buyer’s
     deposit, with interest, if any, as provided in Clause 2)


     SIGNATURES

     /s/ Robert Gerald Buchanan                                             /s/ Tugrul Tokgoz

     ON BEHALF OF BUYERS                                                    ON BEHALF OF SELLERS
     NAME: /S/ ROBERT GERALD BUCHANAN                                       NAME: TUGRUL TOKGOZ
     TITLE: ATTORNEY IN FACT                                                TITLE: DIRECTOR
                                                                                                                                        Exhibit 10.5

                                                                                   Norwegian Shipbrokers’ Association’s Memorandum




                                                                                   of Agreement for sale and purchase of ships.
                                                                                   Adopted by The Baltic and International
                                                                                   Maritime Council (BIMCO) in 1956.
                                                                                   Code-name
                                                                                   SALEFORM 1993
Dated: 19 th of February 2010                                                      Revised 1966, 1983 and 1986/87

Borak Shipping Ltd., Malta hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited or nominee, who’s
performance always to be guaranteed by Baltic Trading Limited hereinafter called the Buyers, have agreed to buy

Name: M/V Borak

Classification Society/Class: BV

Built: 2009                                       By: Dayang Shipbuilding

Flag: Malta                                       Place of Registration: Valletta, Malta

Call Sign:                                        Grt/Nrt:

Register Number: IMO 9387334

hereinafter called the Vessel, on the following terms and conditions:

Definitions

“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the
place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line 4.

1.              Purchase Price US$ 35,000,000 (United States Dollars Thirty Five million only)

2.              Deposit

As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10 % (ten per cent) of the Purchase Price within 3
banking days from the date of this Agreement being signed/exchanged by both parties by fax or e-mail and/or joint account established
whichever the later. This deposit shall be placed with and held by them in this joint interest bearing account for the Sellers and the Buyers, to
be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee
charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. If the Buyers subjects are not lifted, Buyers deposit to
be returned with interest, if any.

3.             Payment

The said Purchase Price shall be paid in full free of bank charges to Sellers nominated bank on delivery of the Vessel, but not later than 3
banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement
and Notice of Readiness has been given in accordance with Clause 5.

4.             Inspections

a)*            The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have also inspected the Vessel at/in
         Singapore on about 5 th of January 2010 and have accepted the Vessel in all aspects. The sale is outright and definite, subject only
         to the terms and conditions of this Agreement.
5.         Notices, time and place of delivery

a)         The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with 30 , 21 and 14 days
     approximate notice of the intended port and delivery date of and 7 and 3 days definite notice of the delivery of the Vessel and her
     delivery port. When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this
     Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)     The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage in the range of
     Singapore-Japan, UK-Cont, Med not east of Greece, USEC, USG in the Sellers’ option. The vessel is not to be delivered at any
     port in which an entity subject to U.S. laws is not permitted to accept delivery including Cuba, Iran, North Korea, Sudan, Syria and
     Burma/Myanmar.

     Expected time of delivery: 15 th of March 2010 — 31 st of April 2010, exact time in sellers option.

     Date of cancelling (see Clauses 5 c ), 6 b) (iii) and 14 ): 31 st of April, 2010 in Buyer’s option.

c)          If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by
     the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for
     delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this
     Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new
     cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the
     Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be
     substituted for the cancelling date stipulated in line 61 .

     If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in
     Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without
     prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling
     date.

d)         Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest
     earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.

6.         Drydocking/Divers Inspection
b)**        (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an
       underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their
       cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall
       be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the
       Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

       (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as
       to affect the Vessel’s class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
       shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater
       parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder,
       propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the
       Vessel’s class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without
       condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification
       Society’s attendance.

       (iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- docking facilities are available at the port of
       delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the
       delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery
       range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date
       provided for in Clause 5 b) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a
       maximum of 14 running days.

c)           If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

       (i) the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the
       Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the
       tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification
       Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether
       they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The
       drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found
       defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ expense to the satisfaction of the
       Classification Society without condition/recommendation*.

       (ii) the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires
       such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers
       require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel’s class*.

       (iii) the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the
       Classification Society’s fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result
       of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid expenses, dues and
       fees.

       (iv) the Buyers’ representative shall have the right to be present in the drydock, but without interfering with the work or decisions of
       the Classification surveyor.

       (v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without
       interfering with the Sellers’ or the Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,
       however, the Buyers’ work in drydock is still in progress when the Sellers have
          completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for
          the Buyers’ risk and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the
          Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take
          delivery in accordance with Clause 3 , whether the Vessel is in drydock or not and irrespective of Clause 5 b) .

*                Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are
          not to be taken into account.
**              6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.              Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment
including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of signing this
Agreement used or unused, whether on board or not shall become the Buyers’ property. The Sellers are not required to replace spare parts
including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery,
but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale
without extra payment if they are the property of the Sellers. All stores, manuals, instruction books, charts, plans likewise and provisions shall
be included in the sale and be taken over by the Buyers without extra payment. The Sellers also to leave onboard:

     1)      SOPEP
     2)      Ballast Management Plan
     3)      Compulsory ISM Library
     4)      Continuous Synopls Record

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation. Victualling which are property of the catering company, Captain’s, Officers’ and Crew’s personal belongings including the slop
chest are to be excluded from the sale, as well. However, sellers shall provide inventory list of spare parts on board to Buyers soon after
this Agreement has been signed and the 10 percent deposit lodged. There are no hired items at the time of inspection except UNITOR
gas bottles.

The Buyers shall take over the remaining bunkers, which to be sufficient to reach nearest main bunkering port with the usual safety margin, and
unused lubricating oils in designated storage tanks and sealed drums and pay Sellers net invoiced prices (excluding barging expenses) and for
luboils in tanks and unbroached drums as evidenced by invoices and supporting vouchers. Payment under this Clause shall be made at the
same time and place and in the same currency as the Purchase Price.

8.              Documentation

The place of closing: to be mutually agreed

Delivery procedure to be mutually agreed between the Sellers and Buyers. The delivery of the Vessel and closing may be at different venues,
but at the same date and time.

In order to enable the Buyers to obtain clear title on delivery and to register the Vessel Buyers and Sellers shall provide a list of delivery
documents which are to be mutually agreed and attached to this Agreement in the form of an Addendum. Any such documents for purpose of
registering the Vessel should be the documents which can reasonably be obtained by the Sellers.
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same,
in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers’ possession shall be
promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers to have the
right to take copies of same.

9.              Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other
debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been incurred prior to the time of delivery.

10.            Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11.            Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the
terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the
Vessel’s class, and with her classification certificates and national and international certificates, as well as all other certificates the Vessel had
at the time of signing this Agreement, valid and unextended for at least 4 months from the date of delivery without condition/recommendation*
by Class or the relevant authorities at the time of delivery.

“Inspection” in this Clause 11 , shall mean the Buyers’ inspections according to Clause 4 a) or 4 b), if applicable, or the Buyers’ inspection
prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*               Notes, if any, in the surveyor’s report which is accepted by the Classification Society without condition/recommendation are
         not to be taken into account.
12.            Name/markings

         Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.            Buyers’ default

Should the deposit not be paid in accordance with Clause 2 , the Sellers have the right to cancel this Agreement, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 , the Sellers have the right to cancel the Agreement, in which case the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together with interest.

14.            Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8 . If after
Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice ofReadiness given, the Buyers shall retain their
option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as
aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and whether or not the Buyers cancel this Agreement.

15.            Buyers’ representatives

After the lodge of deposit amount in the joint account the Buyers have the right to place two representatives on board the Vessel at their sole
risk and expense for the purpose of familiarization only, and they shall not interfere in any respect with the operation of the crew and/or Vessel
until time of the delivery of the Vessel to the Buyers. Buyers have the right to change their actual representatives from time to time but always
to be in keeping with the above. The Buyers’ representatives shall sign the Sellers’ letter of indemnity in the form of the Sellers P + I club
wording prior to their embarkation.

16.            Arbitration

a)*            This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this
         Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory
         modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one
         party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing
         which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall
         appoint an umpire whose decision shall be final.
*             16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to
     apply.

17        Subjects

     Buyer’s obligations hereunder are subject to an initial public offering being completed by Baltic Trading Limited on or prior
     to March 16, 2010. In the event such an offering is not completed on or prior to such date, either Buyers or Sellers may
     terminate this agreement by written notice to the other without any liability or payment (other than the return of Buyer’s
     deposit, with interest, if any, as provided in Clause 2)


     SIGNATURES

     /s/ Robert Gerald Buchanan                                               /s/ Tugrul Tokgoz

     ON BEHALF OF BUYERS                                                      ON BEHALF OF SELLERS
     NAME: /S/ ROBERT GERALD BUCHANAN                                         NAME: TUGRUL TOKGOZ
     TITLE: ATTORNEY IN FACT                                                  TITLE: DIRECTOR
                                                                                                                                        Exhibit 10.6

                                                                                   Norwegian Shipbrokers’ Association’s Memorandum
                                                                                   of Agreement for sale and purchase of ships.
                                                                                    Adopted by The Baltic and International
                                                                                   Maritime Council (BIMCO) in 1956.
                                                                                   Code-name
                                                                                   SALEFORM 1993
                                                                                   Revised 1966, 1983 and 1986/87.




Dated: 19 th of February 2010

Sinova Shipping Ltd., Malta hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited or nominee, who’s
performance always to be guaranteed by Baltic Trading Limited hereinafter called the Buyers, have agreed to buy

Name: M/V Sinova

Classification Society/Class: BV

Built: 2009                                                                             By: Dayang Shipbuilding

Flag: Malta                                                                             Place of Registration: Valletta, Malta

Call Sign:                                                                               Grt/Nrt:

Register Number: IMO 9347889

hereinafter called the Vessel, on the following terms and conditions:

Definitions

“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the
place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line 4.

1.             Purchase Price US$ 35,000,000 (United States Dollars Thirty Five million only)

2.             Deposit

As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10 % (ten per cent) of the Purchase Price within 3
banking days from the date of this Agreement being signed/exchanged by both parties by fax or e-mail and/or joint account established
whichever the later. This deposit shall be placed with and held by them in this joint interest bearing account for the Sellers and the Buyers, to
be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee
charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. If the Buyers subjects are not lifted, Buyers deposit to
be returned with interest, if any.
3.             Payment

The said Purchase Price shall be paid in full free of bank charges to Sellers nominated bank on delivery of the Vessel, but not later than 3
banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement
and Notice of Readiness has been given in accordance with Clause 5.

4.             Inspections

a)*           The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have waived their right to physically
         inspect the Vessel. The sale is outright and definite, subject only to the terms and conditions of this Agreement.
5.         Notices, time and place of delivery

a)         The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with 30, 21 and 14 days
     approximate notice of the intended port and delivery date of and 7 and 3 days definite notice of the delivery of the Vessel and her
     delivery port. When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this
     Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)          The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage in the range of
     Singapore-Japan, UK-Cont, Med not east of Greece, USEC, USG in the Sellers’ option. The vessel is not to be delivered at any
     port in which an entity subject to U.S. laws is not permitted to accept delivery including Cuba, Iran, North Korea, Sudan, Syria and
     Burma/Myanmar.

     Expected time of delivery: 15 th of March 2010 — 31 st of April 2010, exact time in sellers option

     Date of cancelling (see Clauses 5 c ), 6 b) (iii) and 14 ): 31 st of April, 2010 in Buyer’s option.

c)          If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by
     the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for
     delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this
     Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new
     cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the
     Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be
     substituted for the cancelling date stipulated in line 61 .

     If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in
     Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without
     prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling
     date.

d)         Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest
     earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
6.           Drydocking/Divers Inspection

b)**       (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an
       underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their
       cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall
       be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the
       Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

       (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as
       to affect the Vessel’s class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
       shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater
       parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder,
       propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the
       Vessel’s class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without
       condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification
       Society’s attendance.

       (iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-docking facilities are available at the port of
       delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the
       delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery
       range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date
       provided for in Clause 5 b) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a
       maximum of 14 running days.

c)           If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

       (i) the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the
       Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the
       tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification
       Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether
       they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The
       drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found
       defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ expense to the satisfaction of the
       Classification Society without condition/recommendation*.

       (ii) the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires
       such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers
       require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel’s class*.

       (iii) the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the
       Classification Society’s fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result
       of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid expenses, dues and
       fees.

       (iv) the Buyers’ representative shall have the right to be present in the drydock, but without interfering with the work or decisions of
       the Classification surveyor.

       (v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without
       interfering with the Sellers’ or the Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,
       however, the Buyers’ work in drydock is still in progress when the Sellers have
          completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for
          the Buyers’ risk and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the
          Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take
          delivery in accordance with Clause 3 , whether the Vessel is in drydock or not and irrespective of Clause 5 b).

*                Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are
          not to be taken into account.

**             6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.              Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment
including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of signing this
Agreement used or unused, whether on board or not shall become the Buyers’ property. The Sellers are not required to replace spare parts
including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery,
but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale
without extra payment if they are the property of the Sellers. All stores, manuals, instruction books, charts, plans likewise and provisions shall
be included in the sale and be taken over by the Buyers without extra payment. The Sellers also to leave onboard:

     1)      SOPEP
     2)      Ballast Management Plan
     3)      Compulsory ISM Library
     4)      Continuous Synopls Record

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation. Victualling which are property of the catering company, Captain’s, Officers’ and Crew’s personal belongings including the slop
chest are to be excluded from the sale, as well. However, sellers shall provide inventory list of spare parts on board to Buyers soon after
this Agreement has been signed and the 10 percent deposit lodged. There are no hired items at the time of inspection except UNITOR
gas bottles.

The Buyers shall take over the remaining bunkers, which to be sufficient to reach nearest main bunkering port with the usual safety margin, and
unused lubricating oils in designated storage tanks and sealed drums and pay Sellers net invoiced prices (excluding barging expenses) and for
luboils in tanks and unbroached drums as evidenced by invoices and supporting vouchers. Payment under this Clause shall be made at the
same time and place and in the same currency as the Purchase Price.

8.              Documentation

The place of closing: to be mutually agreed

Delivery procedure to be mutually agreed between the Sellers and Buyers. The delivery of the Vessel and closing may be at different venues,
but at the same date and time.

In order to enable the Buyers to obtain clear title on delivery and to register the Vessel Buyers and Sellers shall provide a list of delivery
documents which are to be mutually agreed and attached to this Agreement in the form of an Addendum. Any such documents for purpose of
registering the Vessel should be the documents which can reasonably be obtained by the Sellers.
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same,
in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers’ possession shall be
promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers to have the
right to take copies of same.

9.             Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other
debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been incurred prior to the time of delivery.

10.           Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11.           Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the
terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the
Vessel’s class, and with her classification certificates and national and international certificates, as well as all other certificates the Vessel had
at the time of signing this Agreement, valid and unextended for at least 4 months from the date of delivery without condition/recommendation*
by Class or the relevant authorities at the time of delivery.

“Inspection” in this Clause 11 , shall mean the Buyers’ inspections according to Clause 4 a) or 4 b), if applicable, or the Buyers’ inspection
prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*               Notes, if any, in the surveyor’s report which is accepted by the Classification Society without condition/recommendation are not
         to be taken into account.
12.            Name/markings

         Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.            Buyers’ default

Should the deposit not be paid in accordance with Clause 2 , the Sellers have the right to cancel this Agreement, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 , the Sellers have the right to cancel the Agreement, in which case the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together with interest.

14.            Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8 . If after
Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their
option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as
aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and whether or not the Buyers cancel this Agreement.

15.            Buyers’ representatives

After the lodge of deposit amount in the joint account the Buyers have the right to place two representatives on board the Vessel, at their sole
risk and expense for the purpose of familiarization only, and they shall not interfere in any respect with the operation of the crew and/or Vessel
until time of the delivery of the Vessel to the Buyers. Buyers have the right to change their actual representatives from time to time but always
to be in keeping with the above. The Buyers’ representatives shall sign the Sellers’ letter of indemnity in the form of the Sellers P + I club
wording prior to their embarkation.

16.            Arbitration

a)*           This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this
         Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory
         modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one
         party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing
         which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall
         appoint an umpire whose decision shall be final.
*             16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to
     apply.

17        Subjects

     Buyer’s obligations hereunder are subject to an initial public offering being completed by Baltic Trading Limited on or prior
     to March 16, 2010. In the event such an offering is not completed on or prior to such date, either Buyers or Sellers may
     terminate this agreement by written notice to the other without any liability or payment (other than the return of Buyer’s
     deposit, with interest, if any, as provided in Clause 2)


     SIGNATURES

     /s/ Robert Gerald Buchanan                                             /s/ Tugrul Tokgoz

     ON BEHALF OF BUYERS                                                    ON BEHALF OF SELLERS
     NAME: /S/ ROBERT GERALD BUCHANAN                                       NAME: TUGRUL TOKGOZ
     TITLE: ATTORNEY IN FACT                                                TITLE: DIRECTOR
                                                                                                                                        Exhibit 10.7




                                                                          Norwegian Shipbrokers’ Association’s Memorandum
                                                                          of Agreement for sale and purchase of ships.
                                                                          Adopted by The Baltic and International
                                                                          Maritime Council (BIMCO) in 1956.
                                                                          Code-name
                                                                          SALEFORM 1993
                                                                          Revised 1966, 1983 and 1986/87.

Dated: 19 th of February 2010

Spice Shipping Ltd., Malta hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited or nominee, who’s performance
always to be guaranteed by Baltic Trading Limited hereinafter called the Buyers, have agreed to buy

Name: M/V Spice

Classification Society/Class: BV

Built: 2009                                   By: Dayang Shipbuilding

Flag: Malta                                   Place of Registration: Valletta, Malta

Call Sign:                                    Grt/Nrt:

Register Number: IMO 9387358

hereinafter called the Vessel, on the following terms and conditions:

Definitions

“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the
place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line 4.

1.              Purchase Price US$ 35,000,000 (United States Dollars Thirty Five million only)

2.              Deposit

As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within 3
banking days from the date of this Agreement being signed/exchanged by both parties by fax or e-mail and/or joint account established
whichever the later. This deposit shall be placed with and held by them in this joint interest bearing account for the Sellers and the Buyers, to
be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee
charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. If the Buyers subjects are not lifted, Buyers deposit to
be returned with interest, if any.
3.             Payment

The said Purchase Price shall be paid in full free of bank charges to Sellers nominated bank on delivery of the Vessel, but not later than 3
banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement
and Notice of Readiness has been given in accordance with Clause 5.

4.             Inspections

a)*           The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have waived their right to physically
         inspect the Vessel. The sale is outright and definite, subject only to the terms and conditions of this Agreement.
5.         Notices, time and place of delivery

a)         The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with 30, 21 and 14 days
     approximate notice of the intended port and delivery date of and 7 and 3 days definite notice of the delivery of the Vessel and her
     delivery port. When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this
     Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)         The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage in the range of
     Singapore-Japan, UK-Cont, Med not east of Greece, USEC, USG in the Sellers’ option. The vessel is not to be delivered at any
     port in which an entity subject to U.S. laws is not permitted to accept delivery including Cuba, Iran, North Korea, Sudan, Syria and
     Burma/Myanmar.

     Expected time of delivery: 15 th of March 2010 – 31 st of April 2010, exact time in sellers option

     Date of cancelling (see Clauses 5 c) , 6 b) (iii) and 14) : 31 st of April, 2010 in Buyer’s option, however if the T/C period for
     the CP under which the vessel is performing, exceeds the cancelling date, then the Buyers will take delivery of the Vessel with
     the Charter attached, details of which the Buyers have sighted and accepted, or extend the cancelling date till June 30 th 2010
     and take delivery of the vessel Charterfree, in their option.

c)        If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by
     the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for
     delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this
     Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new
     cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the
     Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be
     substituted for the cancelling date stipulated in line 61

     If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in
     Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without
     prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling
     date.

d)         Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest
     earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
6.           Drydocking/Divers Inspection

b)**        (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an
       underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their
       cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall
       be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the
       Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

       (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as
       to affect the Vessel’s class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
       shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater
       parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder,
       propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the
       Vessel’s class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without
       condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification
       Society’s attendance.

       (iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- docking facilities are available at the port of
       delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the
       delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery
       range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date
       provided for in Clause 5 b) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a
       maximum of 14 running days.

c)           If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

       (i) the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the
       Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the
       tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification
       Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether
       they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The
       drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found
       defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ expense to the satisfaction of the
       Classification Society without condition/recommendation*.

       (ii) the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires
       such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers
       require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel’s class*.

       (iii) the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the
       Classification Society’s fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result
       of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid expenses, dues and
       fees.

       (iv) the Buyers’ representative shall have the right to be present in the drydock, but without interfering with the work or decisions of
       the Classification surveyor.
          (v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without
          interfering with the Sellers’ or the Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,
          however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to
          do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event that the
          Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for
          delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3 , whether the
          Vessel is in drydock or not and irrespective of Clause 5 b).

*                Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are
          not to be taken into account.
**              6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.              Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment
including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of signing this
Agreement used or unused, whether on board or not shall become the Buyers’ property. The Sellers are not required to replace spare parts
including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery,
but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale
without extra payment if they are the property of the Sellers. All stores, manuals, instruction books, charts, plans likewise and provisions shall
be included in the sale and be taken over by the Buyers without extra payment. The Sellers also to leave onboard:

     1)      SOPEP
     2)      Ballast Management Plan
     3)      Compulsory ISM Library
     4)      Continuous Synopls Record

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation. Victualling which are property of the catering company, Captain’s, Officers’ and Crew’s personal belongings including the slop
chest are to be excluded from the sale, as well. However, sellers shall provide inventory list of spare parts on board to Buyers soon after
this Agreement has been signed and 10 percent deposit lodged. There are no hired items at the time of inspection except UNITOR gas
bottles.

The Buyers shall take over the remaining bunkers, which to be sufficient to reach nearest main bunkering port with the usual safety margin, and
unused lubricating oils in designated storage tanks and sealed drums and pay Sellers net invoiced prices (excluding barging expenses) and for
luboils in tanks and unbroached drums as evidenced by invoices and supporting vouchers. Payment under this Clause shall be made at the same
time and place and in the same currency as the Purchase Price.

8.              Documentation

The place of closing: to be mutually agreed
Delivery procedure to be mutually agreed between the Sellers and Buyers. The delivery of the Vessel and closing may be at different venues,
but at the same date and time.

In order to enable the Buyers to obtain clear title on delivery and to register the Vessel Buyers and Sellers shall provide a list of delivery
documents which are to be mutually agreed and attached to this Agreement in the form of an Addendum. Any such documents for purpose of
registering the Vessel should be the documents which can reasonably be obtained by the Sellers.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same,
in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers’ possession shall be
promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers to have the
right to take copies of same.

9.             Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other
debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been incurred prior to the time of delivery.

10.           Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.
11.            Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the
terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the
Vessel’s class, and with her classification certificates and national and international certificates, as well as all other certificates the Vessel had
at the time of signing this Agreement, valid and unextended for at least 4 months from the date of delivery without condition/recommendation*
by Class or the relevant authorities at the time of delivery.

“Inspection” in this Clause 11 , shall mean the Buyers’ inspections according to Clause 4 a) or 4 b), if applicable, or the Buyers’ inspection
prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*               Notes, if any, in the surveyor’s report which is accepted by the Classification Society without condition/recommendation are
         not to be taken into account.

12.            Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.            Buyers’ default

Should the deposit not be paid in accordance with Clause 2 , the Sellers have the right to cancel this Agreement, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 , the Sellers have the right to cancel the Agreement, in which case the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together with interest.

14.            Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8 . If after
Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their
option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as
aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and whether or not the Buyers cancel this Agreement.

15.            Buyers’ representatives

After the lodge of deposit amount in the joint account the Buyers have the right to place two representatives on board the Vessel at their sole
risk and expense for the purpose of familiarization only, and they shall not interfere in any respect with the operation of the crew and/or Vessel
until time of the delivery of the Vessel to the Buyers. Buyers have the right to change their actual representatives from time to time but always
to be in keeping with the above. The Buyers’ representatives shall sign the Sellers’ letter of indemnity in the form of the Sellers P + I club
wording prior to their embarkation.

16.            Arbitration

a)*          This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this
         Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory
         modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each
     party. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator
     within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed
     shall not agree they shall appoint an umpire whose decision shall be final.

*             16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to
     apply.

17       Subjects

     Buyer’s obligations hereunder are subject to an initial public offering being completed by Baltic Trading Limited on or prior to
     March 16, 2010. In the event such an offering is not completed on or prior to such date, either Buyers or Sellers may terminate this
     agreement by written notice to the other without any liability or payment (other than the return of Buyer’s deposit, with interest, if
     any, as provided in Clause 2)


     SIGNATURES

     / s / R obert G erald B uchanan                                            /s/ T ugrul T okgoz

     ON BEHALF OF BUYERS                                                        ON BEHALF OF SELLERS
     NAME: ROBERT GERALD BUCHANAN                                               NAME: TUGRUL TOKGOZ
     TITLE: ATTORNEY IN FACT                                                    TITLE: DIRECTOR
                                                                                                                                        Exhibit 10.8

MEMORANDUM OF AGREEMENT                                                                             Norwegian Shipbrokers’Association’s
                                                                                                    Memorandum of Agreement for sale and
                                                                                                    purchase of ships. Adopted by The Baltic and
                                                                                                    International Maritime Council (BIMCO) in
                                                                                                    1956.
                                                                                                                      Code-name
Dated: 22nd February 2010                                                                                         SALEFORM 1993
                                                                                                    Revised 1966, 1983 and 1986/87.

Shipping Trust Ltd., 80 Broad Street, Monrovia, Liberia
 hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited a Marshall Islands Corporation

hereinafter called the Buyers, have agreed to buy

Name: =SWS JNCX Hull H1150=

Classification Society/Class: ABS

Built: scheduled delivery April 2010 By: Shanghai Waigaoqiao Shipbuilding Co Ltd / Shanghai Jiangnan Changxing Shipbuilding Co.
Ltd., China

Flag: Liberia                       Place of Registration: Monrovia

Call Sign:                 Grt/Nrt:

Register Number:

hereinafter called the Vessel, on the following terms and conditions:

Definitions

“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1, London,
Oslo, New York, Greece, or China and in the place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line 4.

“Shipbuilding Contract” means the shipbuilding contract dated 30 March 2006 between Shipping Trust Ltd. (as BUYER) and China
Shipbuilding Trading Company Limited (CSTC) and Shanghai Waigaoqiao Shipbuilding Co., Ltd. (BUILDER), including any additions,
amendments, addenda and novations thereof.
“Specifications” means the Specifications of 177,000 DWT bulk carrier with Forecastle SWS-DWG NO. SY406-01-001 (PC-DWG NO.
1173-024-01.01-G00-01-01-00) Version 3, updated 24 February 2005, including any additions and amendments / addenda thereof.

“Builder” means Shanghai Waigaoqiao Shipbuilding Co., Ltd. and/or Shanghai Jiangnan Changxing Shipbuilding Co. Ltd.

1.             Purchase Price U.S.$ 73,000,000.00 (United States Dollars Seventy Three Million) in cash

2.             Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within 3
(three)          banking days from the date this Agreement has been signed by both the Buyers and the Sellers on fax provided the account is
open and functional . This deposit shall be placed with the London branch of DnB NOR Bank ASA and held by them in a joint, interest
bearing account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the
Buyers. Interest to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the
Buyers. In case the IPO mentioned in clause 21 herein is not completed by the Buyers within 16th March 2010, then the deposit shall be
returned to the Buyers with interest, if any.

3.             Payment

The 90% (ninety per cent) of the said Purchase Price (hereinafter “the Balance”) and any other charges / money whatsoever payable by the
Buyers to the Sellers under this Agreement (hereinafter “the Charges”) shall be remitted by the Buyers by Swift Interbank Transfer and
received by the Sellers’ nominated bank not later than 2 (two) banking days prior to the date when the Vessel is expected to be in every
respect physically ready for delivery with 10 (ten) days notice under Clause 5.

The Balance and the Charges shall be released to the Sellers on delivery of the Vessel, but not later than 3 (three) banking days after the
Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of
Readiness has been given in accordance with Clause 5.

The Charges include the compensation for bunkers, lubricating / hydraulic / grease oils in accordance with Clause 7 and anything for
which the Buyers agree to pay to the Sellers in accordance with this Agreement.

The Balance and the Charges shall be paid out to the Sellers unconditionally by Swift Interbank Transfer in accordance with an
irrevocable written instruction from the Buyers in full without any deduction, off-set or diminution in accordance with this Agreement.

The Bank Charges covering the joint account, the Buyers’ account and Closing meeting concerning this Agreement shall be borne equally
by the Sellers and the Buyers.
4.          Inspections

5.          Notices, time and place of delivery

a)          The Sellers shall keep the Buyers well informed of the Vessel’s itinerary in accordance with schedule from the shipyard and
     shall provide the Buyers with 30/21/14, 10/7 , and 5 days approximate notice of the delivery and 3/1 days definite notice of the
     delivery. When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this
     Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)         The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or safe and accessible anchorage
     ex-yard in accordance with the Shipbuilding Contract (intention SWS-JNCX Shipyard, Shanghai / Changxing Island area). The
     Buyers shall have the obligation to remove the Vessel from the Builder’s yard within maximum five running days after delivery .

     Expected time of delivery:    between 1st April 2010 and 31st May 2010 in the Sellers’ option .

     Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14):   31st May 2010 in the Buyers’ option

c)          If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by
     the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for
     delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling
     this Agreement in accordance with Clause 14 within 3 banking days of receipt of the notice or of accepting the new date as the new
     cancelling date.

     If the Buyers have not declared their option within 3 banking days of receipt of the Sellers’ notification or if the Buyers accept the
     new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be substituted for the
     cancelling date stipulated in line 61.

     If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in
     Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation shall be entirely without prejudice to any claim
     for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.

d)         Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest
     earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
7.              Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all Owners’ supply items
as per the Shipbuilding Contract . All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller
blade(s), if any, belonging to the Vessel at the time of delivery used or unused, whether on board or not shall become the Buyers’ property, but
spares on order are to be excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare
parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to
delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the
sale without extra payment. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation. Captain’s, Officers’ and Crew’s personal belongings including the slop chest are to be excluded from the sale, as well as the
following additional items (including items on hire):

The Buyers shall take over the remaining bunkers and unused lubricating oils /greases on board at the time of delivery and pay the Sellers’ net
price (excluding barging expenses) from the time of supply .

Lubricating oils to be those in sealed drums and/or designated storage tanks not having been used or circulated in the vessel’s machinery .

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.              Documentation

The place of closing:   London, Oslo or New York in Sellers’ option

The Buyers and the Sellers are to mutually agree a list of delivery documents as reasonably and customarily required to facilitate the legal
transfer and registration of the Vessel by the Buyers that will be delivered by the Sellers to the Buyers at the time Buyers pay for the Vessel
and all extras. The delivery documentation is to be incorporated as an Addendum to the MOA.”

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same,
in which case the Buyers to have the right to take copies. Other technical documentation which may be in
the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log
books but the Buyers to have the right to take copies of same.

9.              Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other
debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been incurred prior to the time of delivery.

10.             Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11.             Condition on delivery      See Clause 17

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers. However, the Vessel
shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with
her classification certificates and national certificates valid and unextended without condition/recommendation* by Class or the relevant
authorities at the time of delivery. Validity of all above Certificates to be minimum 5 months after the date of delivery of the Vessel with
the exception of those which are interim or provisional due the Vessel being a newbuilding (e.g. where final approval of certain
documentation may be pending), in which case the validity of said certificates may be less.

*               Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are
         not to be taken into account.

12.             Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.             Buyers’ default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to
claim further compensation for their losses and for all expenses incurred together with interest.
14.            Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after
Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their
option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as
aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and only if the Buyers cancel this Agreement.

15.            Buyers’ representatives       See Clause 18

16.            Arbitration

a)*            This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this
         Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory
         modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one
         party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing
         which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall
         appoint an umpire whose decision shall be final.

*                 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to
         apply.

Clauses 17 to 22 are to form an integral part of this Agreement.

Clause 17

The Vessel is to be delivered to Buyers in accordance with this Agreement, the Shipbuilding Contract and the Specifications as defined
herein, a copy of which is to be appended to the MOA. To the extent there are any conflicts between this Agreement and the Shipbuilding
Contract and Specifications, the provisions of the Shipbuilding Contract and Specifications shall prevail. Exempted from this is the
specifically agreed Laycan per lines 60-61 of the MOA, where the MOA will prevail. All the rights of the Sellers under the Shipbuilding
Contract and warranties are to be assigned to the Buyers. The Buyers, Sellers and Builder shall upon delivery sign a tripartite agreement
to cover the assignment of all guarantees and 3rd party warranties in full. In the event that the Builder is unwilling to enter into such an
agreement for whatsoever reason, the Sellers shall work constructively as an intermediary in
processing the warranty items on behalf of the Buyers, however will under no circumstances remain responsible for any defects, latent or
not, or any remedy of defects.

Clause 18

The supervision will be undertaken by the Sellers in accordance with the Shipbuilding Contract and to the Sellers’ normal professional
standards. The Sellers shall apply their best endeavours with the Builder to arrange that a maximum of three representatives of the Buyers
(including Master and Chief Engineer) are permitted to attend the shipyard 30 days prior to delivery and to attend vessel’s sea trials, always
at Buyers’ risk and expense. All the representatives are to sign Sellers’ usual indemnity forms.

Clause 19

All negotiations and the terms of this Memorandum of Agreement are to remain strictly private and confidential, except that the Buyers
may disclose such information as may be required by the securities laws in the United States of America in respect of Sellers Initial Public
Offering.

Clause 20 Performance Guarantee

The Buyers have the right to assign this Memorandum of Agreement to a subsidiary wholly owned by the Buyers. Notwithstanding the
assignment of this Memorandum of Agreement by the Buyers, the Buyers will remain responsible for all of the Buyers’ obligations and
liabilities to the Sellers hereunder. The Buyers will execute and deliver a copy of the Assignment to the Sellers within 14 days after this
Memorandum of Agreement is signed by the Sellers and the Buyers.

Clause 21 Buyer’s subjects

Buyer’s obligations in accordance with this Agreement are subject to an initial public offering being completed by Baltic Trading Limited
on or prior to March 16, 2010. In the event such an offering is not completed on or prior to such date, Buyer may terminate this agreement
without any liability or payment.

Clause 22

Notwithstanding line 6 of the MOA, it is noted that the Vessel is a Newbuilding and accordingly it is agreed that Sellers may elect:

(a) to take delivery from the Builder but not to register the Vessel in Liberia prior to her on-sale and delivery to Buyers. In such case
Sellers may transfer the ownership of the Vessel, and deliver the Vessel unregistered, to Buyers; or

(b) to take delivery of the Vessel from the Builder and to register the Vessel in Liberia prior to her on-sale and delivery to Buyers.
The Sellers shall advise the Buyers in writing of their election not later than 4 weeks prior to the Vessel’s expected delivery date to the
Sellers from the Builder. The Buyers shall advise the Sellers in writing not later than 5 weeks prior to Vessel’s expected delivery of their
chosen port of Registry and the exact documentary requirements for the registration of the Vessel (as a Newbuilding or as a transfer from
the Liberia flag, as the case may be) in Buyers’ chosen port of Registry in the event that such requirements differ from Sellers’
requirements.

This agreement is drawn up in two originals of even tenor and date one to be retained by each party.


For the Sellers                                                          For the Buyers
/s/Antonios Lampros                                                      /s/ R.G. Buchanan
Antonios Lampros                                                         R.G. Buchanan
Attorney-in-Fact                                                         Attorney-in-Fact

For and on behalf of Shipping Trust Ltd.


T his document is a computer generated copy of “SALEFORM 1993”, printed by authority of the Norwegian Shipbrokers’ Association, using
software which is the copyright of Strategic Software Ltd. Any insertion or deletion to the form must be clearly visible. In the event of any
modification made to the preprinted text of this document, the original document shall apply. The Norwegian Shipbrokers’ Association and
Strategic Software Ltd. assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved
document and this document.
                                                                                                                                        Exhibit 10.9

MEMORANDUM OF AGREEMENT                                                                             Norwegian Shipbrokers’ Association’s
                                                                                                    Memorandum of Agreement for sale and
                                                                                                    purchase of ships. Adopted by The Baltic and
                                                                                                    International Maritime Council (BIMCO)in
                                                                                                    1956.
                                                                                                                      Code-name
Dated: 22nd February 2010                                                                                         SALEFORM 1993
                                                                                                    Revised 1966, 1983 and 1986/87.

Oceanways Trust Ltd., 80 Broad Street, Monrovia, Liberia
hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited a Marshall Islands Corporation

hereinafter called the Buyers, have agreed to buy

Name: =SWS JNCX Hull H1151=

Classification Society/Class: ABS

Built: scheduled delivery November 2010 By:         Shanghai Waigaoqiao Shipbuilding Co Ltd / Shanghai Jiangnan Changxing Shipbuilding
Co. Ltd., China

Flag: Liberia                      Place of Registration: Monrovia

Call Sign:                 Grt/Nrt:

Register Number:

hereinafter called the Vessel, on the following terms and conditions:

Definitions

“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 , London,
Oslo, New York , Greece, or China and in the place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line 4.

“Shipbuilding Contract” means the shipbuilding contract dated 30 March 2006 between Oceanways Trust Ltd. (as BUYER) and China
Shipbuilding Trading Company Limited (CSTC) and Shanghai Waigaoqiao Shipbuilding Co., Ltd. (BUILDER), including any additions,
amendments, addenda and novations thereof.
“Specifications” means the Specifications of 177,000 DWT bulk carrier with Forecastle SWS-DWG NO. SY406-01-001 (PC-DWG NO.
1173-024-01.01-G00-01-01-00) Version 3, updated 24 February 2005, including any additions and amendments / addenda thereof.

“Builder” means Shanghai Waigaoqiao Shipbuilding Co., Ltd. and/or Shanghai Jiangnan Changxing Shipbuilding Co. Ltd.

1.             Purchase Price U.S.$ 71,200,000.00 (United States Dollars Seventy One Million Two Hundred Thousand) in cash

2.             Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 20 % ( twenty per cent) of the Purchase Price within 3
(three)                banking days from the date this Agreement has been signed by both the Buyers and the Sellers on fax provided the
account is open and functional . This deposit shall be placed with the London branch of DnB NOR Bank ASA and held by them in a joint,
interest bearing account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the
Buyers. Interest to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the
Buyers. In case the IPO mentioned in clause 21 herein is not completed by the Buyers within 16th March 2010, then the deposit shall be
returned to the Buyers with interest, if any.

3.             Payment

The 80% (eighty per cent) of the said Purchase Price (hereinafter “the Balance”) and any other charges / money whatsoever payable by the
Buyers to the Sellers under this Agreement (hereinafter “the Charges”) shall be remitted by the Buyers by Swift Interbank Transfer and
received by the Sellers’ nominated bank not later than 2 (two) banking days prior to the date when the Vessel is expected to be in every
respect physically ready for delivery with 10 (ten) days notice under Clause 5.

The Balance and the Charges shall be released to the Sellers on delivery of the Vessel, but not later than 3 (three) banking days after the
Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of
Readiness has been given in accordance with Clause 5.

The Charges include the compensation for bunkers, lubricating / hydraulic / grease oils in accordance with Clause 7 and anything for
which the Buyers agree to pay to the Sellers in accordance with this Agreement.

The Balance and the Charges shall be paid out to the Sellers unconditionally by Swift Interbank Transfer in accordance with an
irrevocable written instruction from the Buyers in full without any deduction, off-set or diminution in accordance with this Agreement.

The Bank Charges covering the joint account, the Buyers’ account and Closing meeting concerning this Agreement shall be borne equally
by the Sellers and the Buyers.
4.         Inspections

5.         Notices, time and place of delivery

a)          The Sellers shall keep the Buyers well informed of the Vessel’s itinerary in accordance with schedule from the shipyard and
     shall provide the Buyers with 30/21/14, 10/7 , and 5 days approximate notice of the delivery and 3/1 days definite notice of the
     delivery . When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this
     Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)         The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or safe and accessible anchorage
     ex-yard in accordance with the Shipbuilding Contract (intention SWS-JNCX Shipyard, Shanghai / Changxing Island area). The
     Buyers shall have the obligation to remove the Vessel from the Builder’s yard within maximum five running days after delivery.

     Expected time of delivery: between 1st October 2010 and 31st December 2010 in the Sellers’ option.

     Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st December 2010 in the Buyers’ option

c)          If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by
     the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for
     delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this
     Agreement in accordance with Clause 14 within 3 banking days of receipt of the notice or of accepting the new date as the new
     cancelling date.

     If the Buyers have not declared their option within 3 banking days of receipt of the Sellers’ notification or if the Buyers accept the
     new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be substituted for the
     cancelling date stipulated in line 61.

     If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in
     Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation shall be entirely without prejudice to any claim
     for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.

d)         Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest
     earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
7.              Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all Owners’ supply items
as per the Shipbuilding Contract . All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller
blade(s), if any, belonging to the Vessel at the time of delivery used or unused, whether on board or not shall become the Buyers’ property, but
spares on order are to be excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare
parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to
delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the
sale without extra payment. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation. Captain’s, Officers’ and Crew’s personal belongings including the slop chest are to be excluded from the sale, as well as the
following additional items (including items on hire):

The Buyers shall take over the remaining bunkers and unused lubricating oils/ greases on board at the time of delivery and pay the Sellers’ net
price (excluding barging expenses) from the time of supply.

Lubricating oils to be those in sealed drums and/or designated storage tanks not having been used or circulated in the vessel’s machinery.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.              Documentation

The place of closing: London, Oslo or New York in Sellers’ option

The Buyers and the Sellers are to mutually agree a list of delivery documents as reasonably and customarily required to facilitate the legal
transfer and registration of the Vessel by the Buyers that will be delivered by the Sellers to the Buyers at the time Buyers pay for the Vessel
and all extras. The delivery documentation is to be incorporated as an Addendum to the MOA.”

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same,
in which case the Buyers to have the right to take copies. Other technical documentation which may be in




the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log
books but the Buyers to have the right to take copies of same.

9.              Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other
debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been incurred prior to the time of delivery.

10.            Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11.            Condition on delivery See Clause 17

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers. However, the Vessel
shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with
her classification certificates and national certificates valid and unextended without condition/recommendation* by Class or the relevant
authorities at the time of delivery. Validity of all above Certificates to be minimum 5 months after the date of delivery of the Vessel with the
exception of those which are interim or provisional due the Vessel being a newbuilding (e.g. where final approval of certain documentation
may be pending), in which case the validity of said certificates may be less.

*               Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are
         not to be taken into account.

12.             Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.             Buyers’ default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together with interest.
14.            Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after
Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their
option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as
aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and only if the Buyers cancel this Agreement.

15.            Buyers’ representatives See Clause 18

16.            Arbitration

a)*            This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this
         Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory
         modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one
         party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing
         which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall
         appoint an umpire whose decision shall be final.

*           16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.

Clauses 17 to 22 are to form an integral part of this Agreement.

Clause 17

The Vessel is to be delivered to Buyers in accordance with this Agreement, the Shipbuilding Contract and the Specifications as defined
herein, a copy of which is to be appended to the MOA. To the extent there are any conflicts between this Agreement and the Shipbuilding
Contract and Specifications, the provisions of the Shipbuilding Contract and Specifications shall prevail. Exempted from this is the
specifically agreed Laycan per lines 60-61 of the MOA, where the MOA will prevail. All the rights of the Sellers under the Shipbuilding
Contract and warranties are to be assigned to the Buyers. The Buyers, Sellers and Builder shall upon delivery sign a tripartite agreement to
cover the assignment of all guarantees and 3rd party warranties in full. In the event that the Builder is unwilling to enter into such an
agreement for whatsoever reason, the Sellers shall work constructively as an intermediary in processing the warranty items on behalf of the
Buyers, however will under no circumstances remain responsible for any defects, latent or not, or any remedy of defects.

Clause 18

The supervision will be undertaken by the Sellers in accordance with the Shipbuilding Contract and to the Sellers’ normal professional
standards. The Sellers shall apply their best endeavours with the Builder to arrange that a maximum of three representatives of the Buyers
(including Master and Chief Engineer) are permitted to attend the shipyard 30 days prior to delivery and to attend vessel’s sea trials, always
at Buyers’ risk and expense. All the representatives are to sign Sellers’ usual indemnity forms.

Clause 19

All negotiations and the terms of this Memorandum of Agreement are to remain strictly private and confidential, except that the Buyers
may disclose such information as may be required by the securities laws of the United States of America in respect of Sellers Initial Public
Offering.

Clause 20 Performance Guarantee

The Buyers have the right to assign this Memorandum of Agreement to a subsidiary wholly owned by the Buyers. Notwithstanding the
assignment of this Memorandum of Agreement by the Buyers, the Buyers will remain responsible for all of the Buyers’ obligations and
liabilities to the Sellers hereunder. The Buyers will execute and deliver a copy of the Assignment to the Sellers within 14 days after this
Memorandum of Agreement is signed by the Sellers and the Buyers.

Clause 21 Buyer’s subjects

Buyer’s obligations in accordance with this Agreement are subject to an initial public offering being completed by Baltic Trading Limited
on or prior to March 16, 2010. In the event such an offering is not completed on or prior to such date, Buyer may terminate this agreement
without any liability or payment.

Clause 22

Notwithstanding line 6 of the MOA, it is noted that the Vessel is a Newbuilding and accordingly it is agreed that Sellers may elect:

(a) to take delivery from the Builder but not to register the Vessel in Liberia prior to her on-sale and delivery to Buyers. In such case Sellers
may transfer the ownership of the Vessel, and deliver the Vessel unregistered, to Buyers; or

(b) to take delivery of the Vessel from the Builder and to register the Vessel in Liberia prior to her on-sale and delivery to Buyers.
The Sellers shall advise the Buyers in writing of their election not later than 4 weeks prior to the Vessel’s expected delivery date to the
Sellers from the Builder. The Buyers shall advise the Sellers in writing not later than 5 weeks prior to Vessel’s expected delivery of their
chosen port of Registry and the exact documentary requirements for the registration of the Vessel (as a Newbuilding or as a transfer from
the Liberia flag, as the case may be) in Buyers’ chosen port of Registry in the event that such requirements differ from Sellers’
requirements.

This agreement is drawn up in two originals of even tenor and date one to be retained by each party.


For the Sellers                                                           For the Buyers
/s/Antonios Lampros                                                       /s/ R.G. Buchanan
Antonios Lampros                                                          R.G. Buchanan
Attorney-in-Fact                                                          Attorney-in-Fact

For and on behalf of Oceanways Trust Ltd.


T his document is a computer generated copy of “SALEFORM 1993”, printed by authority of the Norwegian Shipbrokers’ Association, using
software which is the copyright of Strategic Software Ltd. Any insertion or deletion to the form must be clearly visible. In the event of any
modification made to the preprinted text of this document, the original document shall apply. The Norwegian Shipbrokers’ Association and
Strategic Software Ltd. assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved
document and this document.
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                                                                                                                                   Exhibit 23.1


                            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the use in this Amendment No. 5 to Registration Statement No. 333-162456 on Form S-1 of our report dated February 11,
2010, except for Note 4, as to which the date is February 24, 2010, relating to the financial statements of Baltic Trading Limited, appearing in
the Prospectus, which is part of such Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

New York, New York
February 24, 2010
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   Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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                                                                                                                                                 Exhibit 23.2




                               Drewry Shipping Consultants Ltd., Drewry House, Meridian Gate, 213 Marsh Wall, London E14 9FJ, England
                       Telephone: +44 (0) 20 7538 0191 Facsimile: +44 (0) 20 7987 9396 Email: enquiries@drewry.co.uk Website: www.drewry.co.uk

Baltic Trading Limited
299 Park Avenue, 20th Floor
New York, New York 10171
United States of America

24th February, 2010

Dear Sir/Madam

    At your request we have reviewed the following sections of the Prospectus contained in the Registration Statement on Form S-1, as
amended, filed by Baltic Trading Limited:

     •
            "Risk Factors—Industry Specific Risk Factors—Charterhire rates for drybulk carriers are volatile and are currently at relatively
            low levels as compared to recent historical levels and may further decrease in the future, which may adversely affect our earnings."

     •
            "The International Drybulk Shipping Industry," and the statistical and graphical information contained therein.

     •
            "Glossary of Shipping Terms."

     •
            Any other instance where we are identified as the source of information included in the Prospectus of Baltic Trading Limited.

     Based on our review of this material, we confirm that such sections of the Prospectus and the statistical and graphical informational
contained therein accurately describe the international drybulk shipping industry in all material respects based on available data. We hereby
consent to the filing of this letter as an exhibit to the Registration Statement of the Company of Form S-1, as amended, to be filed with the U.S.
Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and to the reference to our firm under the heading
"Experts" in the Prospectus and to all other references to our firm therein.

Yours faithfully,

/s/ Nigel Gardiner
Managing Director
Drewry Shipping Consultants Ltd.

                                   Drewry Shipping Consultants Limited – registered in London, England No. 3289135
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    Exhibit 23.2