---

 

 

 

 

 

 

 

(1)	Knightsbridge Tankers Limited, a company established in Bermuda with registration no. EC 22353 (the "Buyer"); and

 

(2)	Golden Ocean Group Limited, a company established in Bermuda with registration no. 36066 (the "Seller"); and

 

1.	BACKGROUND

 

1.1	The Seller owns 100 per cent of the issued share capital of Golden Zhejiang Inc. (the "Company"), consisting of 500 shares, without par value (the "Shares");

 

1.2	The Company is a corporation established in Liberia with registration number C-109941, its only business is to own and operate the vessel "Golden Zhejiang" (the "Vessel");

 

1.3	The Vessel's details are:

 

1.4	The Buyer is listed on the NASDAQ Stock Exchange.

 

1.5	The Buyer wishes to purchase the Vessel and the Parties have agreed that the Buyer will acquire the Shares, thereby indirectly obtaining ownership of the Vessel.

 

1.6	The purpose of this Agreement is to set out the terms and conditions upon and subject to which the Buyer will acquire the Shares from the Seller.

 

2.

CONDITION

 

 

 

3.1	Sale and Purchase

 

 

 

3.2	Purchase Price

 

 

3.2.1

Cash Consideration

 

 

3.2.2

Non cash Consideration

 

 

 

3.3

Closing

 

 

3.4	The Buyer's Obligations at the Closing

 

 

(i)

deliver documentary evidence that the Cash Consideration has been irrevocably transferred to the Seller's nominated bank account;

 

(ii)

deliver all documents and take such actions as are required to be taken by a buyer of shares in a Liberian corporation;

 

(iii)

procure that the Consideration Shares are allotted to the Seller.

 

3.5	The Seller's Obligations at the Closing

 

 

(i)

deliver all documents and take such actions as are required to be taken by a seller of shares in a Liberian corporation, and procure that the Company also take all required actions to approve the transfer, including but not limited to (i) approval of the transfer by the board of directors of the Company, and (ii) cancellation of Share Certificate No. 1 in the name of the Seller, and the issue of a new share certificate in the name of the Buyer.

 

3.6	Joint obligations at Closing

 

 

4.	ACTIONS PENDING CLOSING

 

4.1	Conduct of Business of the Company Prior to the Closing Date

 

 

(i)

the Company will not amend its organisational documents, or effect any reclassification or other change relating to the Shares;

 

(ii)

the Company will not declare, set aside or pay any dividend or other distribution with respect to the Shares;

 

(iii)

the Company will conduct its business in the ordinary course and consistent with past practice;

 

(iv)

the Company will not change the arrangements with regard to management or operation of the Vessel, nor enter into any new agreements relating to the Vessel;

 

(v)

the Company will not enter into any employment or consultancy agreements; and

 

(vi)

the Company will maintain all current insurance policies in force for it or the Vessel.

 

5.	ADJUSTMENT OF THE PURCHASE PRICE

 

 

 

 

 

 

To the extent any Expenses have been paid by the Seller on behalf of the Company, and this shall have resulted in an inter group debt as between the Seller and the Company, any payment to the Seller in connection with the Statement shall be treated as a repayment of the inter group debt.

 

6.	REPRESENTATIONS AND WARRANTIES OF THE SELLER

 

 

6.1	Organisation

 

 

6.2	Authority; No Conflict

 

 

 

6.3	Share Capital; Title

 

 

 

6.4	The Vessel

 

 

 

 

 

6.5

Accounts

 

 

6.6

Taxes

 

6.6.1

The Company has filed all tax returns that are or were required to be filed, and the tax returns are true, correct and complete.

 

6.6.2

All taxes that have become due and payable by the Company have been paid.

 

6.7	Material Agreements

 

6.7.1

The Seller has disclosed to the Buyer all material agreements entered into by the Company. All of the material agreements are in full force and effect, and are listed in Schedule 1. To the extent that they were not originally entered into between the Company and relevant third party (or parties) all rights and obligations in the Material Contracts have been legally transferred to the Company (by novation or as otherwise required).

 

6.8	Subsidiaries and Minority Interest Companies

 

6.9	The company has no subsidiaries or interests in other companies or entities.

 

6.10

Employees

 

 

6.11	Litigation

 

 

6.12	Compliance with Laws

 

 

 

6.14

Assets

 

 

6.15	Environmental Matters

 

6.16

The Company holds and fully complies with all requisite environmental permits for its business, The Vessel holds and has fully complied with all environmental permits for its operation. The Vessel has not disposed of, discharged, released, placed, dumped or emitted any hazardous substances. The Seller has not received any communication indicating it or the Vessel is or may be in violation of any environmental laws or environmental permits.

 

7.	COMPENSATION

 

7.1	Compensation by the Seller

 

7.1.1

Subject to the Buyer's duty to mitigate its loss the Seller agrees to compensate the Buyer:

 

(i)

for any direct loss which the Buyer suffers or incurs due to any breach by the Seller of any of the warranties set out in Clause 6 of this Agreement; and

 

(ii)

for any direct loss relating to the operation of the Vessel (including but not

 

limited to oil spills) in the period up to 12:00 CET on the Closing Date,

 

 

8.	TERMINATION

 

 

 

 

9.

NOTICES

 

 

 

 

 

 

 

10.	ASSIGNMENTS

 

 

11.	AMENDMENTS

 

 

 

12.	GOVERNING LAW

 

 

 

 

 

 

 

 

For and on behalf of the Seller					For and on behalf of the Buyer:
Signature:	/s/ Herman Billung				Signature	/s/ Aage Kr. Ostern
Name in block letters:	Herman Billung				Name in block letters:	Aage Kr. Ostern
Title:	Director				Title:	Attorney-in-Fact