Registration Agreement [Amended and Restated No. 2] (2015)Full Document 

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This SECOND AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") dated as of May 7, 2015 is made by and among (i) Gener8 Maritime, Inc., a Marshall Islands corporation (the "Company"), formerly known as General Maritime Corporation (ii) each of the Persons identified as a "Shareholder" on the signature pages hereto (the "Original Shareholders") and (iii) each other Person who, at any time, acquires securities of the Company and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (collectively, with the Original Shareholders, the "Shareholders").

WHEREAS, the Company, OCM Marine Holdings TP, L.P. and each of the other Persons identified as an "Other Shareholder" on the signature pages thereto are party to the First Amended and Restated Registration Agreement, dated as of November 1, 2012 (the "A&R Agreement"), pursuant to which the Company agreed to provide certain registration rights subject to the terms and conditions set forth in the A&R Agreement.

WHEREAS, the Company, Gener8 Maritime Acquisition, Inc. ("Merger Sub") and Navig8 Crude Tankers, Inc. have entered into the Agreement and Plan of Merger dated February 24, 2015 (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Navig8, with Navig8 as the surviving corporation (the "Merger").

WHEREAS, pursuant to Section 10(d) of the A&R Agreement, the parties wish to amend and restate the A&R Agreement as set forth in this Agreement, to be effective upon the consummation of the Merger.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree that the A&R Agreement shall be, and hereby is, amended and restated in its entirety as follows:

1.                                      Demand Registrations.

(a)                                 Requests for Registration.  At any time and from time to time following the consummation of an IPO, the Demand Requisite Number of Principal Shareholders may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("Short-Form Registrations"); provided that no registration statement shall be filed prior to the date that is one hundred eighty (180) days following the date of the final prospectus used in connection with the IPO. All registrations requested pursuant to this Section 1(a) are referred to herein as "Demand Registrations."  Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering.  Within five (5) Business Days after receipt of any such request, the Company shall give written notice of such requested registration to all other Shareholders holding Registrable Securities and, subject to Section 1(c)(iii), will include in such registration all Registrable Securities with respect to which the Company has received written requests for

inclusion therein from such Persons within ten (10) Business Days after the receipt of the Company’s notice. The Company shall be required to effectuate (i) no more than eight (8) Demand Registrations prior to the fifth anniversary of the date of this Agreement, and no Demand Registrations thereafter; (ii) no more than two (2) Demand Registrations in any calendar year prior to such anniversary; and (iii) an unlimited number of non-underwritten Shelf Takedowns (as defined below).

(b)                                 Long-Form Registrations. The Demand Requisite Number of Principal Shareholders shall be entitled to request Long-Form Registrations, provided that the Company shall not be required to effectuate such request unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities initially requested to be included in such registration equal or exceed $60 million.  All Registration Expenses (as defined below in Section 5) incurred in connection with such Long-Form Registration shall be paid by the Company.  All Long-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the Majority of Principal Shareholders included in such registration. Each Long-Form Registration shall be counted as a Demand Registration when determining the number of permissible Demand Registrations.

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