SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under The Securities Exchange Act of 1934

(Amendment No. 7)*

Golden Ocean Group Limited

(Name of Issuer)

Common Shares, par value $0.05 per share

(Title of Class of Securities)

G39637205

(CUSIP Number)

Frontline Ltd.

Par-la-Ville Place, 4th Floor

14 Par-la-Ville Road,

Hamilton HM 08

Bermuda

Attn: Georgina E. Sousa

+1 (441) 295 6935

with a copy to:

Gary J. Wolfe, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

June 20, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Frontline Ltd.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*1,270,657

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*1,270,657

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*1,270,657

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.0%

14.	TYPE OF REPORTING PERSON
	CO

* Frontline Ltd. beneficially owns 837,533 Common Shares (defined in Item 1 below) and its wholly-owned subsidiaries, Frontline 2012 Ltd. and ICB Shipping (Bermuda) Limited, beneficially own 422,825 Common Shares and 10,299 Common Shares, respectively.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Hemen Holding Limited

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	WC, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cyprus

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*48,008,241

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*48,008,241

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*48,008,241

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.9%

14.	TYPE OF REPORTING PERSON
	CO

* Hemen Holding Limited beneficially owns approximately 48.4% of the issued and outstanding shares of Frontline Ltd. and may be deemed to beneficially own the Common Shares that Frontline Ltd. beneficially owns. Hemen Holding Limited may also be deemed to beneficially own the Common Shares it has lent to Farahead Investments Inc. and the Common Shares that are issuable upon conversion of certain notes under the Bond Agreement (defined below). See Item 6 below.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Greenwich Holdings Limited

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cyprus

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*48,008,241

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*48,008,241

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*48,008,241

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.9%

14.	TYPE OF REPORTING PERSON
	CO

* Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited. As such, it may be deemed to beneficially own the Common Shares beneficially owned by Hemen Holding Limited.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	C.K. Limited

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cyprus

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*48,008,241

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*48,008,241

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*48,008,241

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.9%

14.	TYPE OF REPORTING PERSON
	CO

* C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "C.K. Limited Trusts"). The C.K. Limited Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited. As such, C.K. Limited may be deemed to beneficially own the Common Shares that are beneficially owned by Greenwich Holdings Limited and Hemen Holding Limited.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Farahead Investments Inc.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Liberia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*3,500,000

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*3,500,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*3,500,000

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%

14.	TYPE OF REPORTING PERSON
	CO

* Farahead Investments Inc. has borrowed its Common Shares from Hemen Holding Limited. See Item 6 below.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Greenfields Holding Inc.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Liberia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*3,500,000

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*3,500,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*3,500,000

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%

14.	TYPE OF REPORTING PERSON
	CO

* Greenfields Holding Inc. is the sole shareholder of Farahead Investments Inc. As such, it may be deemed to beneficially own the Common Shares that Farahead Investments Inc. beneficially owns.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	GSA Limited

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*3,500,000

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*3,500,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*3,500,000

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%

14.	TYPE OF REPORTING PERSON
	CO

* GSA Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "GSA Limited Trusts," and together with the C.K. Limited Trusts, the "Trusts"). The GSA Limited Trusts are the direct owners of Greenfields Holding Inc. and the indirect owners of Farahead Investments Inc. As such, GSA Limited may be deemed to beneficially own the Common Shares that Greenfields Holding Inc. and Farahead Investments Inc. beneficially own.

CUSIP No. G39637205

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	John Fredriksen*

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [_]
		(b)  [_]

3. SEC USE ONLY

4.	SOURCE OF FUNDS
	OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cyprus

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER
	0

8.	SHARED VOTING POWER
	*48,035,739

9.	SOLE DISPOSITIVE POWER
	0

10.	SHARED DISPOSITIVE POWER
	*48,035,739

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	*48,035,739

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.9%

14.	TYPE OF REPORTING PERSON
	IN

* Mr. Fredriksen may be deemed to beneficially own 48,035,739 Common Shares through his indirect influence over Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc., and Greenfields Holding Inc., the shares of which are held in the Trusts, and his ownership of vested options to purchase Common Shares. The Trusts are the sole shareholders of Greenwich Holdings Limited and Greenfields Holding Inc. and the indirect owners of Hemen Holding Limited and Farahead Investments Inc.The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of any Common Shares beneficially owned by Hemen Holding Limited,Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc. except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the Common Shares beneficially owned by Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc.

CUSIP No. G39637205

This Amendment No. 7 ("Amendment No. 7") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") by the Reporting Persons (defined below) on May 5, 2014, as amended by that certain Amendment No. 1 on Schedule 13D/A filed with the Commission on October 9, 2014, Amendment No. 2 on Schedule 13D/A filed with the Commission on March 25, 2015, Amendment No. 3 on Schedule 13D/A filed with the SEC on April 28, 2015, Amendment No. 4 on Schedule 13D/A filed with the SEC on July 6, 2015, Amendment No. 5 on Schedule 13D/A filed with the SEC on March 3, 2016 and Amendment No. 6 on Schedule 13D/A filed with the SEC on March 29, 2016.

Item 1. Security and Issuer

This Amendment No. 7 relates to the common shares, par value $0.05 per share (the "Common Shares") of Golden Ocean Group Limited, a Bermuda company (the "Issuer"). The address of the principal executive office of the Issuer is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

Item 2. Identity and Background

(a),(f)	The persons filing this statement are Frontline Ltd., a company incorporated in Bermuda ("Frontline"), Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), Farahead Investments Inc., a company incorporated in Liberia ("Farahead"), Greenfields Holding Inc., a company incorporated in Liberia ("Greenfields"), GSA Limited, a company incorporated in Jersey ("GSA Limited"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields, and GSA Limited, the "Reporting Persons").
(b)	The address of the principal place of business of Frontline is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
	The address of the principal place of business of Hemen, Greenwich, Farahead and Greenfields is P.O. Box 53562, CY3399, Limassol, Cyprus.
	The address of the principal place of business of C.K. Limited is 13 Castle Street, St. Helier, Jersey JE4 5UT.
	The address of the principal place of business of GSA Limited is 3rd Floor, Standard Bank House, 47-49 La Motte Street, St. Helier, Jersey JE2 4SZ.
	The address of Mr. Fredriksen is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom.
(c)	The principal business of Frontline is acting as an international shipping company. The principal business of Hemen, Greenwich, Farahead and Greenfields is acting as investment holding companies. Hemen is the largest shareholder in Frontline, beneficially owning approximately 48.4% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and Greenfields is the sole shareholder of Farahead. The principal business of C.K. Limited and GSA Limited is acting as trustees of various trusts established by John Fredriksen for the benefit of his immediate family members. C.K. Limited is the sole shareholder of Greenwich and indirect owner of Hemen. GSA Limited is the sole shareholder of Greenfields and indirect owner of Farahead. As a result of the foregoing, the total Common Shares reported as beneficially owned by each of Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields and GSA Limited is reported as beneficially owned by Mr. Fredriksen.

The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Frontline is set forth below. If no business address is given, the director's or executive officer's address is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
John Fredriksen	Chairman, President & Director	Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, UK. Mr. Fredriksen is also the president, director and chairman of the board of directors of Seadrill Limited and is a member of the board of directors of the Issuer.
Kate Blankenship	Director	Ms. Blankenship is a citizen of the United Kingdom. Ms. Blankenship also serves as a director of Seadrill Limited, Seadrill Partners LLC, the Issuer, Archer Limited, Ship Finance International Limited, Independent Tankers Corporation Limited and North Atlantic Drilling Ltd.
Georgina E. Sousa	Director & Secretary	Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of the Issuer, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
Ola Lorentzon	Director	Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of the Issuer.
Robert Hvide Macleod	Director and Principal Executive Officer	Mr. Macleod is a citizen of Norway. Mr. Macleod is also the chief executive officer of Frontline Management AS.
Inger M. Klemp	Principal Financial Officer and Principal Accounting Officer	Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS and a director of Independent Tankers Corporation Limited.
Claire M.E. Burnard	Assistant Secretary	Ms. Burnard is a citizen of the British Overseas Territories. Ms. Burnard's principal occupation is serving as Assistant Secretary of Frontline.
Colleen E. Simmons	Assistant Secretary	Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.

The name, citizenship, present principal occupation or employment and the business address of Hemen's directors is set forth below. Hemen does not have any executive officers.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
Spyros Episkopou	Director	Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
Kyriacos Kazamias	Director	Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
Eirini Santhi Theocharous	Director	Mrs. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.

The name, citizenship, present principal occupation or employment and the business address of Greenwich's directors is set forth below. Greenwich does not have any executive officers.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
Christophis Koufaris	Director	Mr. Koufaris' principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
Spyros Episkopou	Director	Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
Eirini Santhi Theocharous	Director	Mrs. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.

The name, citizenship, present principal occupation or employment and principal business address of C.K. Limited's directors is set forth below. C.K. Limited does not have any executive officers.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
Spyros Episkopou	Director	Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
Philip James Jackman Le Vesconte	Director	Mr. Le Vesconte's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Le Vesconte is a citizen of Jersey.
Charles Guy Malet de Carteret	Director	Mr. Carteret's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Carteret is a citizen of Jersey.
Simon Paul Alan Brewer	Director	Mr. Brewer's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Brewer is a citizen of Jersey.

The name, citizenship, present principal occupation or employment and principal business address of Farahead's directors is set forth below. Farahead does not have any executive officers.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
Spyros Episkopou	Director	Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
Georgina Sousa	Director	Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of the Issuer, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
Colleen E. Simmons	Director	Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.

The name, citizenship, present principal occupation or employment and principal business address of Greenfields' directors is set forth below. Greenfields does not have any executive officers.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
Spyros Episkopou	Director	Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
Georgina Sousa	Director	Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of the Issuer, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
Colleen E. Simmons	Director	Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.

The name, citizenship, present principal occupation or employment and principal business address of GSA Limited's directors is set forth below. GSA Limited does not have any executive officers.

Name	Position of Officer or Director	Principal Occupation or Employment, Principal Business Address and Citizenship
Consortia Directors Ltd	Directors	Consortia's business address is at 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey JE2 4SZ, Channel Islands. Consortia Directors Ltd. is incorporated in Jersey.
Spyros Episkopou	Director	Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.

(d), (e) None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On March 14, 2017, the Issuer agreed, subject to definitive documentation, to acquire two 2017 ice class Panamax vessels from subsidiaries of Seatankers Management Co., Ltd, which are affiliated with Hemen. As partial payment of the purchase price of the vessels, the Issuer issued 1,650,000 Common Shares to Hemen on each of June 20, 2017 and June 21, 2017.  See Exhibit F hereto.

On June 28, 2017, Hemen lent 900,000 Common Shares to Farahead pursuant to the Farahead Share Lending Arrangement. See Item 6 herein.

On August 29, 2017 and September 1, 2017, Hemen purchased 20,000,000 additional notes (convertible into approximately 226,886 Common Shares) and 10,800,000 additional notes (convertible into approximately 122,519 Common Shares) in private transactions in connection with the Bond Agreement for aggregate consideration of approximately $19.1 million and $10.3 million, respectively. See Item 6. Funds used to acquire such notes have come from the general working capital of Hemen.

On September 6, 2017, Hemen sold 4,460,871 Common Shares on the Oslo Stock Exchange at NOK 73.50 per share (approximately $9.48 per share).

Item 4. Purpose of Transaction

The information contained in Item 3 is incorporated by reference.

The Reporting Persons may at any time and from time to time acquire additional Common Shares or dispose of any or all of Common Shares they own depending upon an ongoing evaluation of the investment in the Common Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

The Reporting Persons have no current plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a)-(d) As of the date hereof, Frontline may be deemed to be the beneficial owner of 1,270,657 Common Shares, constituting 1.0% of the outstanding Common Shares based upon 132,372,992 Common Shares outstanding. Frontline has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 1,270,657 Common Shares. Frontline has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 1,270,657 Common Shares.

As of the date hereof, Hemen may be deemed to be the beneficial owner of 48,008,241 Common Shares, constituting 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,784,223 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement. The 48,008,241 Common Shares includes Frontline's 1,270,657 Common Shares, Farahead's 3,500,000 Common Shares and 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement (as described in Items 2(c) and 6 herein). Hemen has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 48,008,241 Common Shares. Hemen has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 48,008,241 Common Shares.

As of the date hereof, Greenwich, through Hemen, may be deemed to be the beneficial owner of 48,008,241 Common Shares, constituting 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,784,223 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement. Greenwich has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 48,008,241 Common Shares. Greenwich has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 48,008,241 Common Shares.

As of the date hereof, C.K. Limited, through Greenwich, may be deemed to be the beneficial owner of 48,008,241 Common Shares, constituting 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,784,223 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 48,008,241 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 48,008,241 Common Shares.

As of the date hereof, Farahead may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.6% of the Common Shares based upon 132,372,992Common Shares outstanding. Farahead has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 3,500,000 Common Shares. Farahead has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 3,500,000 Common Shares.

As of the date hereof, Greenfields, through Farahead, may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.6% of the Common Shares based upon 132,372,992 Common Shares outstanding. Greenfields has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 3,500,000 Common Shares. Greenfields has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 3,500,000 Common Shares.

As of the date hereof, GSA Limited, through Greenfields, may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.6% of the Common Shares based upon 132,372,992 Common Shares outstanding. GSA Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 3,500,000 Common Shares. GSA Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 3,500,000 Common Shares.

As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 48,035,739 Common Shares through his indirect influence over Hemen, Greenwich, Farahead and Greenfields, the shares of which are held in the Trusts, and his ownership of 27,498 vested options each representing one Common Share, constituting in the aggregate 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,811,721 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding, (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement; and (iii) 27,498 Common Shares issuable upon the exercise of 27,498 vested options by Mr. Fredriksen. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 48,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 48,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields.

Certain other directors of Frontline beneficially own an aggregate 20,441 Common Shares, which is less than 0.1% of the outstanding Common Shares. Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2.

To the best knowledge of the Reporting Persons, none of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of the Schedule 13D/A and this Amendment No. 7.

Other than the transactions described in Item 3 and Item 6 herein, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Item 3 is incorporated by reference.

In 2010, Hemen and Farahead entered into a share lending arrangement (the "Farahead Share Lending Arrangement") pursuant to which Hemen, from time to time, may loan Common Shares to Farahead (the "Farahead Loan Shares") for no consideration. Under the Farahead Share Lending Arrangement, Farahead is entitled to vote the Farahead Loan Shares and receive any dividends therefrom provided however that Hemen may request, and Farahead must return, the Farahead Loan Shares to Hemen within five days of such request.

Under the terms of a bond agreement by and between the Issuer and Norsk Tillitsman ASA, as bond trustee, dated January 27, 2014, as amended (the "Bond Agreement"), Hemen can be deemed to own 1,411,231 Common Shares that are issuable upon conversion of certain notes at an exercise price of $88.15 per Common Share.

Hemen previously entered into a total return swap agreement with DNB Markets as the counterparty (the "Old Total Return Swap"). Hemen had economic exposure to an aggregate of 39,129 notional Common Shares pursuant to the Old Total Return Swap. On September 6, 2017, Hemen settled the Old Total Return Swap in cash and entered into a new total return swap agreement with DNB Markets (the "New Total Return Swap") for aggregate consideration of NOK 332,154,585. The New Total Return Swap provides Hemen with economic results that are comparable to ownership but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Shares that are the subject of the New Total Return Swap. Hemem has economic exposure to an aggregate 4,500,000 notional Common Shares pusuant to the New Total Return Swap.

Except as described herein, pursuant to the Registration Rights Agreement (as described in the Schedule 13D/A filed on May 5, 2014) and pursuant to the Second Registration Rights Agreement (as described in the Schedule 13D/A filed on March 25, 2015), the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

Item 7. Materials to be Filed as Exhibits

Exhibit A: Joint Filing Agreement.

Exhibit B: Registration Rights Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on May 5, 2014).

Exhibit C: Second Registration Rights Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on March 25, 2015).

Exhibit D: The Bond Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on April 28, 2015).

Exhibit E: First Amendment to the Bond Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on April 28, 2015).

Exhibit F: Transaction Agreement among Amber Shipowning Ltd., Opal Shipowning Ltd., Hemen Holding Limited and Sterna Finance Limited, dated June 9, 2017.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 8, 2017

(Date)

Frontline Ltd.

By: /s/ Inger M. Klemp

Name: Inger M. Klemp

Title: Principal Financial Officer

Hemen Holding Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

Greenwich Holdings Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

C.K. Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

Farahead Investments Inc.

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

Greenfields Holding Inc.

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

GSA Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

/s/ John Fredriksen*

(Signature)

John Fredriksen*

(Name)

* Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EX-99.A

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D/A, dated September 8, 2017, relating to the Common Shares, par value $0.05 per share of Golden Ocean Group Limited shall be filed on behalf of the undersigned.

September 8, 2017

(Date)

Frontline Ltd.

By:  /s/ Inger M. Klemp

Name: Inger M. Klemp

Title: Principal Financial Officer

Hemen Holding Limited

By:  /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

Greenwich Holdings Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

C.K. Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

Farahead Investments Inc.

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

Greenfields Holding Inc.

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

GSA Limited

By: /s/ Spyros Episkopou

Name: Spyros Episkopou

Title: Director

/s/ John Fredriksen

(Signature)

John Fredriksen

(Name)

EX-99.F

Exhibit F

Transaction Agreement

Between

AMBER SHIPOWNING LTD.

and

OPAL SHIPOWNING LTD.

and

HEMEN HOLDING LIMITED

and

STERNA FINANCE LIMITED

THIS TRANSACTION AGREEMENT (the "Agreement") is made on the 9^th day of June 2017 between:

I. Amber Shipowning Ltd. a corporation organized and existing under the laws of the Malta and having its registered office at 61 St Paul Street, Valletta, VKT1212("Amber Shipowning");

II. Opal Shipowning Ltd.,a corporation organized and existing under the laws of the Malta and having its registered office at 61 St Paul Street, Valletta, VKT1212("Opal Shipowning" and together with Amber Shipowning, the "Sellers");

III. Hemen Holding Limited, a company incorporated under the laws of Cyprus;

IV. Sterna Finance Ltd. a limited liability company incorporated under the laws of Bermuda;

(each a "Party" and collectively the "Parties")

WHEREAS

(a) Amber Shipowning has entered into a memorandum of agreement with Golden Amber Inc. (a company organized and existing under the laws of Liberia) ("Golden Amber") dated on or around the date hereof (the "Amber MOA") for the purchase of vessel SEA AMBER, IMO Number 9458987 (the "Amber Vessel"), a copy of the Amber MOA is attached as Appendix 1;

(b) Opal Shipowning has entered into a shipbuilding acquisition agreement with Golden Opal Inc. (a company organized and existing under the laws of Liberia) ("Golden Opal", together with Golden Amber, the "Buyers") dated on or around the date hereof (the "Acquisition Agreement") for the purchase of vessel SEA OPAL, IMO number 9470404 (the "Opal Vessel" and together with Amber Vessel, the "Vessels"), a copy of the Acquisition Agreement is attached as Appendix 2:

(c) The purchase price for the Vessels shall be settled by (i) the issuance of 3,300,000 new consideration shares from Golden Ocean Group Limited (an entity nominated by the Buyers) and (ii) a loan of USD11,250,000 per Vessel;

(d) Hemen Holding Ltd has agreed to receive the 3,300,000 new consideration shares on behalf of the Sellers;

(e) Sterna Finance Ltd. has agreed to provide the loan to the Buyers on behalf of the Sellers; and

(f) this Agreement sets out certain agreements between the Parties relating to the purchase of the Vessels.

IT IS THEREFORE AGREED as follows:

1. SALE AND PURCHASE

With effect from Closing (as defined in section 3.1 below), the Sellers will sell, and the Buyers will purchase the Vessels as further set out in the Amber MOA and Acquisition Agreement.

2. CONSIDERATON

2.1 Pursuant to the Amber MOA and the Acquisition Agreement, the consideration for the Vessels shall be settled by an in-kind element and a credit element as follows on Closing;

(i) Golden Ocean Group Limited (the "Parent") shall issue to Hemen Holding Ltd ("Hemen") 1,650,000 new ordinary shares per Vessel (being 3,300,000 shares in aggregate) (the "Consideration Shares"); and

(ii) Sterna Finance Ltd. (the "Lender") shall grant the Buyers a credit in the amount of USD 11,250,000 per Vessel as further regulated in the loan agreements (the "Loan Agreements") entered into on or about the date of this Agreement. The obligations of the Buyers under the Loan Agreements shall be guaranteed by Golden Ocean Holdings Limited.

2.2 The issuance of the Consideration Shares by the Parent to Hemen and the assumption of the loan of USD 11,250,000 per Vessel, pursuant to the Loan Agreements, will constitute full and final settlement of the Consideration as between the Sellers and the Buyers for the sale and purchase of the Vessels.

3. CLOSING

The payment of the Consideration and the sale and purchase of each Vessel ("Closing") will take place on the date as provided in the Amber MOA and Acquisition Agreement respectively.

4. SETTLEMENT OF CONSIDERATION SHARES

4.1 The Sellers hereby acknowledge and agree that they have assigned their entitlement to the Consideration Shares to Hemen, whereby Hemen as of Closing owes the Sellers an amount of USD 23,562,000 in total (the "Consideration Shares Payment") (allocated 50/50 between the Sellers), which is an amount equal to the value of the Consideration Shares. Hemen hereby agrees to become the holder of the Consideration Shares.

4.2 Hemen shall settle the Consideration Shares Payment by way of cash payment, or as otherwise agreed between the respective Parties, no later than 10 business days following Closing.

5. SETTLEMENT OF LOAN

The Sellers hereby acknowledge and agree that they have assigned the creditor position under the Loan Agreements to the Lender, and in consideration of the Lender obtaining such creditor position the Lender owes each Seller, as of Closing, USD 11,250,000.  The Lender shall settle these amounts by way of cash payment, or as otherwise agreed between the respective Parties, no later than 10 business days following Closing.

6. MISCELLANEOUS

6.1 If any provision of this Agreement is or becomes invalid or unenforceable, such invalidity or enforceability shall not affect the validity and enforceability of the remaining provisions hereof. In such event the parties shall substitute the invalid and/or unenforceable provision(s) by valid and enforceable provision(s) implementing the intentions of the parties.

6.2 Any amendment, modification or variation of this Agreement and any waiver hereunder shall be made in writing. The parties hereto may not waive this requirement other than in writing.

6.3 No party shall be entitled to transfer all or part of its liabilities, obligations or benefits under this Agreement without the other parties' prior written consent.

6.4 Except as specifically amended by this Agreement, all other terms and conditions of the Shipbuilding Contract remain unchanged and in full force and effect.

7. GOVERNING LAW AND DISPUTES

7.1 This Agreement including its validity shall be governed by and construed in accordance with the laws of England and Wales.

7.2 Any and all disputes arising out of or in connection with this Agreement and/or concerning its validity shall be finally settled by arbitration in London, England in accordance with English law.

IN WITNESS whereof the Parties have caused this Agreement to by duly executed the day and year written above.

[Signatures on next page]

SIGNED

by /s/ Spyros Episkopou

Spyros Episkopou

for and on behalf of

AMBER SHIPOWNING LTD.

SIGNED

by /s/ Eirini Santhi Theocharous

Eirini Santhi Theocharous

for and on behalf of

OPAL SHIPOWNING LTD.

SIGNED

by /s/ Eirini Santhi Theocharous

for and on behalf of

HEMEN HOLDING LIMITED

SIGNED

by /s/ Georgina Sousa

Georgina Sousa

for and on behalf of

STERNA FINANCE LIMITED

Appendix 1 – Sea Amber Memorandum of Agreement

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers' Association's

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated:  9 June 2017

Amber Shipowning Ltd. of Malta(Name of sellers), hereinafter called the "Sellers", have agreed to sell, and

Golden Amber Inc. of Liberia(Name of buyers), hereinafter called the "Buyers", have agreed to buy:

Name of vessel: Sea Amber

IMO Number: 9458987

Classification Society: DNV/GL

Class Notation: ___________

Year of Build: 2017Builder/Yard: Reliance Defence and Engineering / Pipavav Shipyard

Flag: MaltaPlace of Registration: Valletta         GT/NT: 41,586 /25,292

hereinafter called the "Vessel", on the following terms and conditions:

Definitions

"Additional Clauses" means the additional clauses to this Agreement entered into between the Parties as at the date of this Agreement, forming an integral part of this Agreement.

"Banking Days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and ________ (add additional jurisdictions as appropriate).

"Buyers' Nominated Flag State" means Marshall Islands (state flag state).

"Class" means the class notation referred to above.

"Classification Society" means the Society referred to above.

"Deposit" shall have the meaning given in Clause 2 (Deposit)

"Deposit Holder" means _________ (state name and location of Deposit Holder)or, if left blank, the, Sellers' Bank, which shall hold and release the Deposit in accordance with this Agreement.

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

"Parties" means the Sellers and the Buyers.

"Purchase Price" means the price for the Vessel as stated in Clause 1 (Purchase Price).

"Sellers' Account" means to be advised by the Sellers (state details of bank account) at the Sellers' Bank.

"Sellers' Bank" means to be advised by the Sellers (state name of bank, branch and details)or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

1. Purchase Price

The Purchase Price is set out in Clause 20 (Payment) (state currency and amount both in words and figures).

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a dcposit of ______% (___ per ccnt) or, if left blank, 10% (ten per cent), of thc Purchase Price (the "Deposit") in an interest bearing account for thc Parties with the Deposit Holder within three (3) Banking Days after the date that:

(i) this Agreement has been signed by the Parties 3nd exchanged in original or by  mil or tolofax; and

(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been opened.

The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price shall be settled in accordance with Clause 20 (Payment).and all other sums payable on delivery by the Buyersto the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers' Account.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in______ (state place) on ______ (state date) and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within ______ (state date/period).

The Sellers shall make the Vessel available for inspection at/in ______ (state place/range) within ______ (statedate/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers.

The sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel's classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)          The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in a place to be mutually agreed by the Parties between 1 May and 15 June 2017 (state place/range) in the Sellers' option.Notice of Readiness shall not be tendered before: 1 May 2017 (date)

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 16 June 2017

(b)  The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days' notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(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 proposing 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 (Sellers' Default) within three (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 three (3) Banking Days of receipt of the

2

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 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d)  Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers' Default) for the Vessel not being ready by the original Cancelling Date.

(e)Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void and neither Party shall have any obligation or liability to the other Party.

6. Divers Inspection / Drydocking (a)*

(i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers' representative(s) shall have the right to be present at the diver's inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. 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 place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(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 (1) 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 (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society's attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(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(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but

3

limited to a maximum of fourteen (14) days.

(b)* The Sellers shall place the Vessel in drydock at the port of delivery 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 at the Sellers' cost and expense to the satisfaction of the Classification Society without  condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defective or broken so as to affect the Vessel's class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) 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 option 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' cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and 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 or if parts of the system are condemned or found defective or broken so as to affect the Vessel's class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers' representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers' or the Classification Society 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, cost 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, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

*6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

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 inspection used or unused, whether on board or not shall become the Buyers' property, but spares on order are 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. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers' and crew's personal belongings including the slop chest are excluded from the sale without compensation,

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as well as the following additional items: To be mutually agreed between the Parties(include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: To be mutually agreed between the Parties(include list)

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)*the current net market price (excluding barging expenses) at the port and date of delivery  of the Vessel or, if unavailable, at the nearest bunkering port, for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

"inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing:  Oslo, Norway

(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery documents:

(i) Legal Bill(s) of Sale in a form recordable in the Buyers' Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers' Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

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(x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than ______ (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), 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 have the right to take copies.

(f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers have the right to take copies of same.

(g) The Parties 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.

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, and is not subject to Port State or other administrative detentions. 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, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers' Nominated Flag State 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 free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by the Classification Society or the relevant authorities at the time of delivery.

"inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

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*Notes and memoranda, 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 lodged in accordance with Clause 2 (Deposit), 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 settled paid in accordance with Clause 20Clause 3(Payment), the Sellershave the right to cancel this Agreement., in which case the Deposit together with interest  earned, if any, 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 expensesincurred together with interest.

14. Sellers' default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. 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 by the Cancelling Date 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, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date 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 this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers' representatives shall sign the Sellers' P&I Club's standard letter of indemnity prior to their embarkation.

16.          Law and Arbitration

(a)          *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b)*This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State

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of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and  for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of ______ (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______ (state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing.

Contact details for recipients of notices are as follows:

For the Buyers: c/o Golden Ocean Group Limited, PO Box HM 1593, Par-la-Ville Place, 14 Par-la-Vill Road, Hamilton, HM 08 Bermuda. For the attention of Per Heiberg.

For the Sellers: ______

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

For and on behalf of the Sellers		For and on behalf of the Buyers
Name:	Spyros Episkopou	Name:	Georgina Sousa
Title:	Director	Title:	Director

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S-2006-0003922 ADDITIONAL CLAUSES

to the Memorandum of Agreement, Saleform 2012

dated 9^th June 2017

among

Amber Shipowning Ltd. as Sellers

and

 Golden Amber Inc. as Buyers

in respect of

"Sea Amber"

19. BACKGROUND

As part of a larger transaction Golden Ocean Group Limited will acquire the Vessel and the vessel Golden Opal (IMO No. 9470404) in a vessel-for-share transaction. The Vessel will be acquired by the Buyers from the Sellers, and Golden Opal will be acquired by Golden Opal Inc. as the nominated buyer of Opal Shipowning Ltd. and delivered to Golden Opal Inc. directly by the Builder, Reliance Defence and Engineering Limited. The consideration for the Vessel (and Golden Opal) will be acquired through settlement in (i) the issuance of 3,300,000 new shares in Golden Ocean Group Limited to the Sellers (or such entity as the Sellers may nominate) and (ii) a loan of USD 11,250,000 million per vessel from the relevant Sellers (or such entity as the Sellers may nominate) to the relevant Buyers.

20. PAYMENT

20.1 The Purchase Price for the Vessel shall be settled in accordance with Clauses 20.2 and 20.3 and all other sums payable on delivery by the Buyers to the Sellers under this Agreement (i.e. bunkers, lubricating oils and other costs (if any) pursuant to Clause 7) shall be paid in full free of bank charges to the Sellers' Account.

20.2 On Delivery of the Vessel:

(i) the Buyers shall procure that Golden Ocean Group Limited shall issue to Hemen Holding Ltd (an entity nominated by the Sellers) the number of shares set out under "Share Consideration" in Clause 20.3 below, in respect to the Vessel only; and

(ii) the Sellers shall procure that Sterna Finance Limited shall enter into a Loan Agreement in the form set out in Appendix 1 of this Agreement, granting the Buyers a loan in respect of the Vessel in the amount set out under "Loan Amount" in Clause 20.3 below. The obligations of the Buyers under the Loan Agreement shall be guaranteed by Golden Ocean Holdings Limited.

20.3 Payment Calculation:

1          Vessel Name	2          Share Consideration Number of Shares to be issued by Golden Ocean Group Limited to Hemen Holding Ltd	3          Loan Amount (USD)
Sea Amber	1,650,000	11,250,000

21. ASSIGNMENT

The Sellers hereby assign absolutely without any condition nor subject to any reservation or qualification, the right, benefit, title and interests, whatsoever, including all remedies and choses in action without limitation, of any and all warranty claims raised against the builder of the Vessel to the Buyers, and the Parties agree that they will jointly procure that the builder of the Vessel shall satisfy such warranty claims. The Sellers shall give written notice of this assignment to the builder of the Vessel and used their best efforts to obtain the builder's written acknowledgement and consent.

22. CONFLICT

In the event of a conflict, the provisions of the additional clauses contained herein shall prevail over those contained in the Saleform 2012 form.

***

For and on behalf of the Sellers

/s/ Spyros Episkopou

Name: Spyros Episkopou

Capacity: Director

For and on behalf of the Buyers

/s/ Georgina E. Sousa

Name: Georgina E. Sousa

Capacity: Director

Appendix 1

Loan Agreement

USD 11,250,000 LOAN AGREEMENT dated 9th June 2017 between Golden Amber Inc as Borrower Golden Ocean Holdings Limited as Guarantor and Sterna Finance Ltd as Lender
	www.bahr.no

CONTENTS
Clause	Page

1.	DEFINITIONS AND INTERPRETATION	3
2.	THE LOAN	5
3.	PURPOSE	5
4.	REPAYMENT	5
5.	REDUCTION, PREPAYMENT AND CANCELLATION	5
6.	INTEREST	6
7.	INTEREST PERIODS	6
8.	TAX GROSS UP AND INDEMNITIES	7
9.	REPRESENTATIONS and warranties	8
10.	GENERAL UNDERTAKINGS	9
11.	EVENTS OF DEFAULT	9
12.	SET-OFF	11
13.	MISCELLANEOUS	11
14.	Governing law and jurisdiction	12

THIS LOAN AGREEMENT is entered into as of 9^th day of June, 2017 by and between:

(1) Golden Amber Inc, a company incorporated under the laws of Liberia with its registered address at 80 Broad Street Monrovia Liberia (the "Borrower"); and

(2) Golden Ocean Holdings Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14^th Par La Ville Road, 4^th Floor, Hamilton HM 08, Bermuda(the "Guarantor"),

(3) Sterna Finance Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14^th Par La Ville Road, 4^th Floor, Hamilton HM 08, Bermuda, and Registration Number 50970 (the "Lender").

WHEREAS

(A) The Borrower has entered into an agreement with Amber Shipowning Inc to acquire one 2017 ice class Panamax vessel, Sea Amber, (the "Vessel" and the "Vessel Purchase Agreement");

(B) it has been agreed that the purchase price for the Vessel shall be settled partly with 1,650,000 shares in the Borrower's ultimate parent, Golden Ocean Group Limited, partly through a USD 11,250,000 seller's credit (the "Loan"); and

(C) the Lender has agreed to grant the Loan to the Borrower on the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Agreement" means this loan agreement, as it may be amended, supplemented and varied from time to time.

 "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Oslo and Cyprus.

"Change of Control Event" means if

(a) any person, other than Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by trusts established by Mr John Fredriksen for the benefit of his immediate family ("Trusts"), or group of persons acting in concert, obtains more than fifty per cent (50%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited; or

(b) Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by one or more Trusts ceases to own a minimum of twenty per cent (20%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited.

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"Loan" means USD 11,250,000.

"Event of Default" means any event or circumstance specified as such in Clause 12 (Events of Default).

"Guarantor" means Golden Ocean Holdings Limited, the parent company of the Borrower.

"Interest Period" means, in relation to the Loan, each period determined in accordance with Clause 7 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 6.3 (Default interest).

"LIBOR" means, in relation to any Loan, the applicable Screen Rate as of 11:00 (London time) on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

"Margin" means 3,00 per cent per annum.

"Material Adverse Effect" means a material adverse effect on:

(a) the business, operation, assets or condition (financial or otherwise) of the Borrower; or

(b) the ability of the Borrower to perform any of its obligations under the Agreement.

"Maturity Date" means June 30, 2019.

"Obligors" means the Borrower and the Guarantor jointly, and "Obligor" means any of them.

"Party" means a party to this Agreement.

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for USD for the relevant period, displayed on page LIBOR01 and LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate). If the agreed page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate.

"Subsidiary" means an entity from time to time of which a person:

(a) has direct or indirect control; or

(b) owns directly or indirectly more than fifty (50) per cent (votes and capital),

for these purposes, an entity shall be treated as being controlled by a person if that person is able to direct its affairs and/or control the composition of its board of directors or equivalent body.

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Agreement.

2

"VAT" means value added tax and any other tax of a similar nature.

"Quotation Day" means the day occurring two (2) Business Days prior to the commencement of an Interest Period.

1.2 Construction

In this Agreement, unless the context otherwise requires:

(a) words denoting the singular number shall include the plural and vice versa; and

(b) references to a "person" shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality); and

(c) an Event of Default is "continuing" if it has not been remedied or waived.

2. THE LOAN

Subject to the terms of this Agreement, the Lender has made available to the Borrower the Loan. The Loan shall be deemed automatically disbursed as a seller credit relating to the acquisition of the Vessel upon delivery of the Vessel to the buyer(s) under the Vessel Purchase Agreement, and the Borrower acknowledges from such time that it is indebted to the Lender in the amount of the Loan without any preceding drawdown notice being required i.e. so that the Loan shall be deemed fully disbursed as from such date.

3. PURPOSE

3.1 Purpose

The purpose of the Loan is to finance the purchase of the Vessel.

4. REPAYMENT

On the Maturity Date the Borrower shall repay the Loan and other amounts then outstanding under this Agreement in full.

5. REDUCTION, PREPAYMENT AND CANCELLATION

5.1 Mandatory reduction – illegality

If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to maintain the Loan:

(a) the Lender shall promptly notify the Borrower (specifying the obligations the performance of which is thereby rendered unlawful and the law giving rise to the same); and

(b) the Borrower shall repay all amounts outstanding under this Agreement in full on the last day of the Interest Period occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

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5.2 Mandatory reduction – Change of Control

If a Change of Control Event occurs, the Lender may, by notice to the Borrower, cancel the Loan, upon which the Borrower shall immediately repay all amounts outstanding under this Agreement in full.

5.3 Voluntary prepayment

The Borrower may, by giving the Lender not less than five (5) Business Days prior written notice, prepay the whole or any part of the outstanding Loans (but if in part, in a minimum amount per Loan (if more than one is prepaid) of USD 1,000,000 (or such lesser amount as consented to by the Lender) and in integral multiples of USD 1,000,000).

6. INTEREST

6.1 Interest

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the:

(a) Margin; and

(b) LIBOR.

6.2 Payment of interest

The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period.

6.3 Default interest

If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is the aggregate of LIBOR, the Margin and 3,00 per cent per annum. Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

7. INTEREST PERIODS

7.1 Interest Periods

(a) The Interest Period for the Loan is 3 months and the start of the first Interest Period is the date of delivery of the Vessel to the buyer(s) under the Vessel Purchase Agreement.

(b) An Interest Period for the Loan shall not extend beyond the Maturity Date.

7.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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8. TAX GROSS UP

8.1 Tax Gross-up

All payments to be made by any Obligor hereunder shall be made free and clear of and without deduction for or on account of any present or future taxes of any nature now or hereafter imposed unless the Obligor is compelled by law to make payment subject to any such taxes. In that event the Obligor shall (i) pay to the Lender such additional amounts as may be necessary for the Lender to receive a net amount equal to that which they would have received had such payment not been made subject to any taxes, and (ii) deliver to the Lender within ten (10) Banking Days of any request by it an official receipt in respect of the payment of any taxes so deducted.

8.2 Value added tax

All amounts set out, or expressed to be payable according to this Agreement by a party hereto shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Obligor shall pay to the Lender for the account of such party an additional amount equal to such VAT.

9. GUARANTEE AND INDEMNITY

9.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a) guarantees to the Lender, as and for its own debt and not merely as surety, the due and punctual observance and performance by the Borrower's obligations under this Agreement;

(b) undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with this Agreement, that Guarantor shall immediately on demand by the Lender pay that amount as if it was the principal obligor; and

(c) indemnify the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount, which the Lender would otherwise have been entitled to recover.

9.2 Continuing guarantee

The obligations of the Guarantor hereunder are continuing guarantee obligations and will extend to the ultimate balance of all amounts payable by the Borrower under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

9.3 Number of claims

There is no limit on the number of claims that may be made by the Lender against the Guarantor under this Agreement.

9.4 Survival of Guarantor's liability

None of the Guarantor's liabilities to the Lender under this Clause 9 shall be discharged, impaired or otherwise affected by reason of any of the following events or circumstances (without limitation and regardless of whether any such events or circumstances occur with or without the Guarantor's knowledge or consent and whether or not known to the Lender):

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(a) any time, waiver, consent, forbearance or other indulgence given or agreed by the Lender with the Borrower in respect of the Borrower's obligations under this Agreement; or

(b) any legal limitation, disability or incapacity of the Borrower related to this Agreement; or

(c) any amendments to or variations of this Agreement agreed by the Lender with the Borrower; or

(d) the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of the Borrower; or

(e) any other circumstance which might otherwise constitute a defence available to, or discharge of, the Borrower.

10. REPRESENTATIONS AND WARRANTIES

Each of the Obligors makes the representations and warranties set out in this Clause 10 to the Lender on the date of this Agreement and as of the date of the deemed disbursement of the Loan.

10.1 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

10.2 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by this Agreement do not and will not conflict with (i) any law or regulation applicable to it, (ii) its or any of its Subsidiaries' constitutional documents, or (iii) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

10.3 No misleading information

(a) Any factual information provided by the Borrower was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections delivered to the Lender have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

10.4 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

10.5 Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate authorisations to use, the assets necessary to carry on its business as presently conducted.

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10.6 Insolvency

No event has occurred or, to the Obligors' knowledge, steps threatened, as set out in Clause 12.5 (Insolvency and insolvency proceedings).

11. GENERAL UNDERTAKINGS

Each of the Obligors gives the undertakings set out in this Clause 11 (General Undertakings) to the Lender.

11.1 Compliance with laws

The Obligors shall comply in all material respects with all laws to which it may be subject.

11.2 Disposals

The Obligors shall not sell, transfer or otherwise dispose of the whole or any material part of its assets without the Lender's consent.

11.3 Change of business

The Obligors shall ensure that no substantial change is made to the general nature of the business of the Obligors from that carried out at the date of this Agreement.

11.4 No mergers etc.

The Obligors shall not enter into any merger, amalgamation, de-merger, split-up, divest, consolidation with or into any other person or be the subject of any reconstruction without the prior consent of the Lender.

11.5 Transactions with Affiliates

The Obligors shall (and shall procure that each Subsidiary will) procure that all transactions entered into with an affiliate are made for full market value and otherwise on arm's length terms.

11.6 Negative pledge

The Obligors shall not create or permit to subsist any security over its present or future assets, including but not limited to undertakings, property, assets, rights or revenues.

11.7 Borrowings

Each Obligor shall not enter into any new financial indebtedness and/or guarantee commitments, without the prior written consent of the Lender.

12. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 12 is an Event of Default.

12.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to this Agreement and in the currency in which it is expressed to be payable unless its failure to pay is caused by administrative or technical error and payment is made within 5 Business Days of its due date.

12.2 Other obligations

(a) An Obligor does not comply with any provision of the Agreement (other than those referred to in Clause 12.1 (Non-payment); and

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(b) no Event of Default under (a) above will occur if the failure to comply is (in the reasonable opinion of the Lender) capable of remedy and is remedied within fifteen (15) Business Days of the earlier of the Lender giving notice to the Obligors or the Obligors becoming aware of the failure to comply.

12.3 Misrepresentation

Any representation or statement of fact made or deemed to be made by the Obligors in the Agreement or any other document delivered by or on behalf of the Obligors under or in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

12.4 Cross default

(a) Any financial indebtedness of any of the Obligors or its Subsidiaries is not paid when due nor within any originally applicable grace period;

(b) any financial indebtedness of any of the Obligors or its Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(c) any commitment for any financial indebtedness of the Obligors and its Subsidiaries is cancelled or suspended by a creditor of the Obligors as a result of an event of default (however described); or

(d) any creditor of the Obligors or its Subsidiaries becomes entitled to declare any financial indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);

in circumstances where the aggregate amount of all such financial indebtedness referred to in all or any of sub-clauses (a) to (d) is USD 1,000,000 (or its equivalent in other currencies) or more.

12.5 Insolvency and Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

(b) Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(c) the value of the assets of any of the Obligors is less than its liabilities (taking into account contingent and prospective liabilities);

(d) a composition, compromise, assignment or arrangement with any creditor of any of the Obligors;

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(e) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any of the Obligors or any of its assets; or

(f) any analogous procedure or step is taken in any jurisdiction.

12.6 Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any of the Obligors.

12.7 Unlawfulness

It is or becomes unlawful for any of the Obligors to perform any of its obligations under the Agreement.

12.8 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may, by notice to the Borrower:

(a) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(b) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.

13. SET-OFF

The Lender may set off any matured obligation due from an Obligor under the Agreement against any matured obligation owed by the Lender to the Obligor. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange for the purpose of the set-off.

14. MISCELLANEOUS

14.1 No set-off by the Obligors

All payments to be made by any Obligor under the Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

14.2 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

15. GOVERNING LAW AND JURISDICTION

(a) This Agreement shall be governed by and construed in accordance with Norwegian law.

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(b) Subject to paragraph (c) below, the courts of Norway shall have exclusive jurisdiction over matters arising out of or in connection with this Agreement with Oslo district court (Norwegian: tingrett) as agreed legal venue.

(c) The submission to the jurisdiction of Norway shall not limit the right of the Lender to take proceedings against the Borrower in any court which may otherwise exercise jurisdiction over the Borrower or any of its assets.

***

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SIGNATURE PAGE:

As Borrower:	As Lender:
/s/ Georgina E. Sousa	/s/ Georgina E. Sousa
Name: Georgina E. Sousa	Name: Georgina E. Sousa
Title: Director	Title: Director
Company: Golden Amber Inc.	Company: Sterna Finance Ltd.

As Guarantor:

/s/ Georgina E. Sousa

Name: Georgina E. Sousa

Title: Director

Company: Golden Ocean Holdings Limited

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Appendix 2 – Sea Opal – Shipbuilding Acquisition Agreement

1

Shipbuilding Contract Acquisition Agreement

Between

OPAL SHIPOWNING LTD.

and

GOLDEN OPAL INC.

THIS TRANSACTION SHIPBUILDING CONTRACT ACQUISITION AGREEMENT (the "Agreement") is made on 9^th day of June 2017 between

1. OPAL SHIPOWNING LTD.,a corporation organized and existing under the laws of the Malta and having its registered office at 61 St Paul Street, Valletta, VKT1212 (the "Original Buyer"); and

2. GOLDEN OPAL INC., a company organized and existing under the laws of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (the "NewBuyer");

(each a "Party" and collectively the "Parties").

WHEREAS

(a) by a deed of assignment dated 18 July 2016 (the "Deed of Assignment"), the erstwhile buyer Plomari Shipping S.A. assigned to the Original Buyer, all right, title and interest in the shipbuilding contract dated 6 December 2006, as amended and supplemented pursuant to an amendment agreement dated 18 July 2016 (the "Amendment Agreement"), an amendment agreement dated 27 October 2016 (the "Secondment Amendment Agreement") and an amendment agreement dated 15 February 2017 (the "Third Amendment Agreement") (together the "Shipbuilding Contract") for the construction and sale of one (1) Panamax bulk carrier, bearing Hull No. PO18 being built at Pipavav shipyard (the "Vessel");

(b) the Original Buyer wishes to sell the Shipbuilding Contract to the New Buyer and will nominate the New Buyer as the buyer under the shipbuilding Contract in agreement with Reliance Defence and Engineering Limited (the "Builder") which has granted its consent to such nomination and that the rights under the Shipbuilding Contract shall by the terms of this Agreement be deemed assigned and transferred to the New Buyer; and

(c) this Agreement sets out the terms and conditions and the consideration payable by the New Buyer for the purchase of the Shipbuilding Contract.

IT IS THEREFORE AGREED as follows:

1. INTERPRETATION

1.1 Capitalised terms not defined herein shall have such meaning ascribed to them in the Shipbuilding Contract unless otherwise defined herein.

2. ASSIGNMENT

2.1 With effect from the date the Builder confirms in writing the nomination of the New Buyer, the Original Buyer absolutely transfers any and all of its rights under the Shipbuilding Contract to the New Buyer, including the right to take and accept delivery of the Vessel from the Builder and the benefit to all rights under the Builder's warranty of quality in respect of the Vessel.

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2.2 The Parties hereby agree and acknowledge that the Original Buyer shall pay the Purchase Price, including the release of the Deposit (as defined in the Shipbuilding Contract) and for all remaining bunkers and unused lubricating and hydraulic oils and greases ("ROB"), to the Builder in accordance with the provisions of the Shipbuilding Contract and the New Buyer shall incur no obligation or liability whatsoever in the event of non-payment of the Purchase Price and ROB to the Builder. Post-delivery of the Vessel, the New Buyer shall reimburse the Original Buyer for the cost of ROB paid to the Builder, as evidenced by vouchers.

2.3 Notwithstanding clause 2.1 and 2.2, should the Shipbuilding Contract for any reason be cancelled, the New Buyer and the Original Buyer shall jointly co-operate and take such action as required to effect the release of the Deposit to the Original Buyer. The New Buyer shall have no rights towards the Original Buyer in the event the Shipbuilding Contract is cancelled.

3. CONSIDERATON

3.1 The total consideration payable by the New Buyer for the transfer and assignment of the rights under the Shipbuilding Contract shall be settled in accordance with section 3.2 below (the "Consideration").

3.2 The Consideration shall be settled by an in-kind element and a credit element as follows on Closing;

(i) The New Buyer shall procure that Golden Ocean Group Limited (the "Parent") issues to Hemen Holding Ltd (an entity nominated by the Original Buyer) 1,650,000 new ordinary shares in the Parent (the "Consideration Shares"); and

(ii) The Original Buyer shall procure that Sterna Finance Limited (a corporation existing under the laws of Bermuda) (the "Lender") shall grant New Buyer a credit in the amount of USD 11,250,000 as further regulated in a seller's credit agreement (the "Seller's Credit Agreement") entered into on or about the date hereof and withdrawal of the full amount under the Seller's Credit Agreement and payment of the USD 11,250,000 to the Original Buyer shall be deemed to have been made upon consummation of the Closing.  The obligations of the Buyers under the Seller's Credit Agreement shall be guaranteed by Golden Ocean Holdings Limited.

3.3 The issuance of the Consideration Shares by the Parent to Hemen Holding Ltd and the incurring of the USD 11,250,000 debt pursuant to the Seller's Credit Agreement towards the Lender shall constitute full and final settlement of the Consideration as between the Original Buyer and the New Buyer.

4. CLOSING / DELIVERY

4.1 The payment of the Consideration and the transfer and assignment of the Shipbuilding Contract ("Closing") shall take place simultaneously with and on the same date as the Vessel is delivered by the Builder to the New Buyer (as the nominated buyer of the Original Buyer).

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4.2 The Vessel shall be delivered to the New Buyer unregistered and the New Buyer shall be responsible to register the Vessel in its name in the Marshall Islands Ship Registry (or such other ship register as the New Buyer may decide). The Vessel shall not be registered in the Malta Ship Register.

4.3 The Original Buyer shall provide to the New Buyer such documents as the New Buyer shall reasonably request in connection with the registration of the Vessel in the Marshall Islands (or other) Ship Registry, including but not limited to, a Declaration of Non-Registration in the Malta Ship Registry to be issued by Transport Malta or if that is not obtainable to be issued by the Original Buyer.

5. MISCELLANEOUS

5.1 If any provision of this Agreement is or becomes invalid or unenforceable, such invalidity or enforceability shall not affect the validity and enforceability of the remaining provisions hereof. In such event the Parties shall substitute the invalid and/or unenforceable provision(s) by valid and enforceable provision(s) implementing the intentions of the Parties.

5.2 Any amendment, modification or variation of this Agreement and any waiver hereunder shall be made in writing. The parties hereto may not waive this requirement other than in writing.

5.3 No Party shall be entitled to transfer all or part of its liabilities, obligations or benefits under this Agreement without the other Party's prior written consent.

5.4 Except as specifically amended by this Agreement, all other terms and conditions of the Shipbuilding Contract remain unchanged and in full force and effect.

6. GOVERNING LAW AND DISPUTES

6.1 This Agreement including its validity shall be governed by and construed in accordance with English law.

6.2 Any and all disputes arising out of or in connection with this Agreement and/or concerning its validity shall be finally settled by arbitration in London, England in accordance withthe terms of clause 1.20 of the Amendment Agreement which shall be deemed to be incorporation into this Agreement as if they had been set out herein.

IN WITNESS whereof the Parties have caused this Agreement to by duly executed the day and year written above.

 [Signatures on next page]

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SIGNED

by /s/ Spyros Episkopou

Spyros Episkopou

for and on behalf of

OPAL SHIPOWNING LTD.

SIGNED

by /s/ Georgina E. Sousa

for and on behalf of

GOLDEN OPAL INC.

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USD 11,250,000 LOAN AGREEMENT dated 9th June 2017 between Golden Opal Inc as Borrower Golden Ocean Holdings Limited as Guarantor and Sterna Finance Ltd as Lender
	www.bahr.no

CONTENTS
Clause	Page

1.	DEFINITIONS AND INTERPRETATION	3
2.	THE LOAN	5
3.	PURPOSE	5
4.	REPAYMENT	5
5.	REDUCTION, PREPAYMENT AND CANCELLATION	5
6.	INTEREST	6
7.	INTEREST PERIODS	6
8.	TAX GROSS UP AND INDEMNITIES	7
9.	REPRESENTATIONS and warranties	8
10.	GENERAL UNDERTAKINGS	9
11.	EVENTS OF DEFAULT	9
12.	SET-OFF	11
13.	MISCELLANEOUS	11
14.	Governing law and jurisdiction	12

 

THIS LOAN AGREEMENT is entered into as of 9^th day of June 2017 by and between:

(1) Golden Opal Inc, a company incorporated under the laws of Liberia with its registered address at 80 Broad Street Monrovia Liberia (the "Borrower"); and

 

(2) Golden Ocean Holdings Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14^th Par La Ville Road, 4^th Floor, Hamilton HM 08, Bermuda(the "Guarantor"),

 

(3) Sterna Finance Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14^th Par La Ville Road, 4^th Floor, Hamilton HM 08, Bermuda, and Registration Number 50970 (the "Lender").

 

(A) The Borrower has entered into an agreement with Opal Shipowning Inc to acquire one 2017 Panamax vessel, Sea Opal, (the "Vessel" and the "Vessel Purchase Agreement");

 

(B) it has been agreed that the purchase price for the Vessel shall be settled partly with 1,650,000 shares in the Borrower's ultimate parent, Golden Ocean Group Limited, partly through a USD 11,250,000 seller's credit (the "Loan"); and

 

(C) the Lender has agreed to grant the Loan to the Borrower on the terms and conditions of this Agreement.

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Definitions

(a) any person, other than Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by trusts established by Mr John Fredriksen for the benefit of his immediate family ("Trusts"), or group of persons acting in concert, obtains more than fifty per cent (50%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited; or

 

(b) Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by one or more Trusts ceases to own a minimum of twenty per cent (20%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited.

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"Loan" means USD 11,250,000.

"Event of Default" means any event or circumstance specified as such in Clause 12 (Events of Default).

"Guarantor" means Golden Ocean Holdings Limited, the parent company of the Borrower.

"Interest Period" means, in relation to the Loan, each period determined in accordance with Clause 7 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 6.3 (Default interest).

"LIBOR" means, in relation to any Loan, the applicable Screen Rate as of 11:00 (London time) on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

"Margin" means 3,00 per cent per annum.

"Material Adverse Effect" means a material adverse effect on:

(a) the business, operation, assets or condition (financial or otherwise) of the Borrower; or

(b) the ability of the Borrower to perform any of its obligations under the Agreement.

"Maturity Date" means June 30, 2019.

"Obligors" means the Borrower and the Guarantor jointly, and "Obligor" means any of them.

"Party" means a party to this Agreement.

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for USD for the relevant period, displayed on page LIBOR01 and LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate). If the agreed page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate.

"Subsidiary" means an entity from time to time of which a person:

(a) has direct or indirect control; or

(b) owns directly or indirectly more than fifty (50) per cent (votes and capital),

for these purposes, an entity shall be treated as being controlled by a person if that person is able to direct its affairs and/or control the composition of its board of directors or equivalent body.

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Agreement.

2

"VAT" means value added tax and any other tax of a similar nature.

"Quotation Day" means the day occurring two (2) Business Days prior to the commencement of an Interest Period.

1.2 Construction

In this Agreement, unless the context otherwise requires:

(a) words denoting the singular number shall include the plural and vice versa; and

(b) references to a "person" shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality); and

(c) an Event of Default is "continuing" if it has not been remedied or waived.

2. THE LOAN

Subject to the terms of this Agreement, the Lender has made available to the Borrower the Loan. The Loan shall be deemed automatically disbursed as a seller credit relating to the acquisition of the Vessel upon delivery of the Vessel to the buyer(s) under the Vessel Purchase Agreement, and the Borrower acknowledges from such time that it is indebted to the Lender in the amount of the Loan without any preceding drawdown notice being required i.e. so that the Loan shall be deemed fully disbursed as from such date.

3. PURPOSE

3.1 Purpose

The purpose of the Loan is to finance the purchase of the Vessel.

4. REPAYMENT

On the Maturity Date the Borrower shall repay the Loan and other amounts then outstanding under this Agreement in full.

5. REDUCTION, PREPAYMENT AND CANCELLATION

5.1 Mandatory reduction – illegality

If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to maintain the Loan:

(a) the Lender shall promptly notify the Borrower (specifying the obligations the performance of which is thereby rendered unlawful and the law giving rise to the same); and

(b) the Borrower shall repay all amounts outstanding under this Agreement in full on the last day of the Interest Period occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

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5.2 Mandatory reduction – Change of Control

If a Change of Control Event occurs, the Lender may, by notice to the Borrower, cancel the Loan, upon which the Borrower shall immediately repay all amounts outstanding under this Agreement in full.

5.3 Voluntary prepayment

The Borrower may, by giving the Lender not less than five (5) Business Days prior written notice, prepay the whole or any part of the outstanding Loans (but if in part, in a minimum amount per Loan (if more than one is prepaid) of USD 1,000,000 (or such lesser amount as consented to by the Lender) and in integral multiples of USD 1,000,000).

6. INTEREST

6.1 Interest

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the:

(a) Margin; and

(b) LIBOR.

6.2 Payment of interest

The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period.

6.3 Default interest

If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is the aggregate of LIBOR, the Margin and 3,00 per cent per annum. Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

7. INTEREST PERIODS

7.1 Interest Periods

(a) The Interest Period for the Loan is 3 months and the start of the first Interest Period is the date of delivery of the Vessel to the buyer(s) under the Vessel Purchase Agreement.

(b) An Interest Period for the Loan shall not extend beyond the Maturity Date.

7.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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8. TAX GROSS UP

8.1 Tax Gross-up

All payments to be made by any Obligor hereunder shall be made free and clear of and without deduction for or on account of any present or future taxes of any nature now or hereafter imposed unless the Obligor is compelled by law to make payment subject to any such taxes. In that event the Obligor shall (i) pay to the Lender such additional amounts as may be necessary for the Lender to receive a net amount equal to that which they would have received had such payment not been made subject to any taxes, and (ii) deliver to the Lender within ten (10) Banking Days of any request by it an official receipt in respect of the payment of any taxes so deducted.

8.2 Value added tax

All amounts set out, or expressed to be payable according to this Agreement by a party hereto shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Obligor shall pay to the Lender for the account of such party an additional amount equal to such VAT.

9. GUARANTEE AND INDEMNITY

9.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a) guarantees to the Lender, as and for its own debt and not merely as surety, the due and punctual observance and performance by the Borrower's obligations under this Agreement;

(b) undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with this Agreement, that Guarantor shall immediately on demand by the Lender pay that amount as if it was the principal obligor; and

(c) indemnify the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount, which the Lender would otherwise have been entitled to recover.

9.2 Continuing guarantee

The obligations of the Guarantor hereunder are continuing guarantee obligations and will extend to the ultimate balance of all amounts payable by the Borrower under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

9.3 Number of claims

There is no limit on the number of claims that may be made by the Lender against the Guarantor under this Agreement.

9.4 Survival of Guarantor's liability

None of the Guarantor's liabilities to the Lender under this Clause 9 shall be discharged, impaired or otherwise affected by reason of any of the following events or circumstances (without limitation and regardless of whether any such events or circumstances occur with or without the Guarantor's knowledge or consent and whether or not known to the Lender):

5

(a) any time, waiver, consent, forbearance or other indulgence given or agreed by the Lender with the Borrower in respect of the Borrower's obligations under this Agreement; or

(b) any legal limitation, disability or incapacity of the Borrower related to this Agreement; or

(c) any amendments to or variations of this Agreement agreed by the Lender with the Borrower; or

(d) the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of the Borrower; or

(e) any other circumstance which might otherwise constitute a defence available to, or discharge of, the Borrower.

10. REPRESENTATIONS AND WARRANTIES

Each of the Obligors makes the representations and warranties set out in this Clause 10 to the Lender on the date of this Agreement and as of the date of the deemed disbursement of the Loan.

10.1 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

10.2 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by this Agreement do not and will not conflict with (i) any law or regulation applicable to it, (ii) its or any of its Subsidiaries' constitutional documents, or (iii) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

10.3 No misleading information

(a) Any factual information provided by the Borrower was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections delivered to the Lender have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

10.4 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

10.5 Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate authorisations to use, the assets necessary to carry on its business as presently conducted.

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10.6 Insolvency

No event has occurred or, to the Obligors' knowledge, steps threatened, as set out in Clause 12.5 (Insolvency and insolvency proceedings).

11. GENERAL UNDERTAKINGS

Each of the Obligors gives the undertakings set out in this Clause 11 (General Undertakings) to the Lender.

11.1 Compliance with laws

The Obligors shall comply in all material respects with all laws to which it may be subject.

11.2 Disposals

The Obligors shall not sell, transfer or otherwise dispose of the whole or any material part of its assets without the Lender's consent.

11.3 Change of business

The Obligors shall ensure that no substantial change is made to the general nature of the business of the Obligors from that carried out at the date of this Agreement.

11.4 No mergers etc.

The Obligors shall not enter into any merger, amalgamation, de-merger, split-up, divest, consolidation with or into any other person or be the subject of any reconstruction without the prior consent of the Lender.

11.5 Transactions with Affiliates

The Obligors shall (and shall procure that each Subsidiary will) procure that all transactions entered into with an affiliate are made for full market value and otherwise on arm's length terms.

11.6 Negative pledge

The Obligors shall not create or permit to subsist any security over its present or future assets, including but not limited to undertakings, property, assets, rights or revenues.

11.7 Borrowings

Each Obligor shall not enter into any new financial indebtedness and/or guarantee commitments, without the prior written consent of the Lender.

12. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 12 is an Event of Default.

12.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to this Agreement and in the currency in which it is expressed to be payable unless its failure to pay is caused by administrative or technical error and payment is made within 5 Business Days of its due date.

12.2 Other obligations

(a) An Obligor does not comply with any provision of the Agreement (other than those referred to in Clause 12.1 (Non-payment); and

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(b) no Event of Default under (a) above will occur if the failure to comply is (in the reasonable opinion of the Lender) capable of remedy and is remedied within fifteen (15) Business Days of the earlier of the Lender giving notice to the Obligors or the Obligors becoming aware of the failure to comply.

12.3 Misrepresentation

Any representation or statement of fact made or deemed to be made by the Obligors in the Agreement or any other document delivered by or on behalf of the Obligors under or in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

12.4 Cross default

(a) Any financial indebtedness of any of the Obligors or its Subsidiaries is not paid when due nor within any originally applicable grace period;

(b) any financial indebtedness of any of the Obligors or its Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(c) any commitment for any financial indebtedness of the Obligors and its Subsidiaries is cancelled or suspended by a creditor of the Obligors as a result of an event of default (however described); or

(d) any creditor of the Obligors or its Subsidiaries becomes entitled to declare any financial indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);

in circumstances where the aggregate amount of all such financial indebtedness referred to in all or any of sub-clauses (a) to (d) is USD 1,000,000 (or its equivalent in other currencies) or more.

12.5 Insolvency and Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

(b) Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(c) the value of the assets of any of the Obligors is less than its liabilities (taking into account contingent and prospective liabilities);

(d) a composition, compromise, assignment or arrangement with any creditor of any of the Obligors;

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(e) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any of the Obligors or any of its assets; or

(f) any analogous procedure or step is taken in any jurisdiction.

12.6 Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any of the Obligors.

12.7 Unlawfulness

It is or becomes unlawful for any of the Obligors to perform any of its obligations under the Agreement.

12.8 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may, by notice to the Borrower:

(a) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(b) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.

13. SET-OFF

The Lender may set off any matured obligation due from an Obligor under the Agreement against any matured obligation owed by the Lender to the Obligor. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange for the purpose of the set-off.

14. MISCELLANEOUS

14.1 No set-off by the Obligors

All payments to be made by any Obligor under the Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

14.2 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

15. GOVERNING LAW AND JURISDICTION

(a) This Agreement shall be governed by and construed in accordance with Norwegian law.

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(b) Subject to paragraph (c) below, the courts of Norway shall have exclusive jurisdiction over matters arising out of or in connection with this Agreement with Oslo district court (Norwegian: tingrett) as agreed legal venue.

(c) The submission to the jurisdiction of Norway shall not limit the right of the Lender to take proceedings against the Borrower in any court which may otherwise exercise jurisdiction over the Borrower or any of its assets.

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SIGNATURE PAGE:

As Borrower:	As Lender:
/s/ Georgina Sousa	/s/ Georgina E. Sousa
Name: Georgina E. Sousa	Name: Georgina E. Sousa
Title: Director	Title: Director
Company: Golden Opal Inc	Company: Sterna Finance Ltd.

As Guarantor:

/s/ Georgina E. Sousa

Name: Georgina E. Sousa

Title: Director

Company: Golden Ocean Holdings Limited

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