0001140361-07-018694 Sample Contracts

4,055,000 Shares Genco Shipping & Trading Limited Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2007 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

We have acted as special Marshall Islands counsel to Genco Shipping & Trading Limited, a non-resident domestic corporation (the “Company”) organized under the laws of the Republic of the Marshall Islands (the “RMI”), and Fleet Acquisition LLC, a non-resident domestic company organized under the laws of the RMI (the “Selling Shareholder”), in connection with (i) the sale by the Company and the Selling Shareholder of an aggregate of 4,055,000 shares of common stock (the “Firm Shares”), par value $0.01 per share, of the Company (the “Common Stock”), (ii) the possible sale by the Company and the Selling Shareholder of an additional aggregate 405,500 shares of Common Stock upon the exercise of the Underwriters’ over-allotment option (the “Additional Shares”), (iii) the Underwriting Agreement dated as of September 26, 2007 (the “Underwriting Agreement”) among the Company, the Selling Shareholder and Bear, Stearns & Co. Inc. and Jefferies & Company, Inc., as representatives of the several und

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