Shareholders' Agreement (2015)Full Document 

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SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT (the "Agreement"), dated as of May 7, 2015, among Gener8 Maritime, Inc., a Marshall Islands corporation (the "Company"), formerly known as General Maritime Corporation, and the entities listed on Schedule A hereto, as amended from time to time in accordance with this Agreement (such entities collectively, the "Shareholders").

WHEREAS, the Company, Gener8 Maritime Acquisition, Inc. ("Merger Sub") and Navig8 Crude Tankers, Inc. ("Navig8") have entered into that certain Agreement and Plan of Merger, dated as of 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, in connection with, and effective upon, completion of the Merger (the "Effective Time"), the Company and the Shareholders wish to set forth certain understandings between such parties, including with respect to certain corporate governance matters; and

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1                                    Certain Definitions.  As used in this Agreement, the following terms shall have the following meanings:

"Affiliate" of a specified Person is a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified.

"Agreement" has the meaning set forth in the preamble to this Agreement.

"Articles of Incorporation" has the meaning set forth in Section 2.2(b) of this Agreement.

"Aurora Shareholders" means the entities set forth on Schedule A-4 and any of their Affiliates that receive Common Stock of the Company pursuant to a Transfer from any such Shareholder in accordance with Article 5 and which execute a Joinder Agreement as provided in Section 5.1(a).

"Aurora Director" has the meaning set forth in Section 2.1(e) of this Agreement.

"Avenue Director" has the meaning set forth in Section 2.1(a) of this Agreement.

"Avenue Shareholders" means the entities set forth on Schedule A-1 and any of their Affiliates that receive Common Stock of the Company pursuant to a Transfer from any such

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Shareholder in accordance with Article 5 and which execute a Joinder Agreement as provided in Section 5.1(a).

"Beneficial Owner" of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security.  The terms "Beneficially Own" and "Beneficial Ownership" shall have correlative meanings.

"Blue Mountain Director" has the meaning set forth in Section 2.1(c) of this Agreement.

"Blue Mountain Shareholders" means the entities set forth on Schedule A-2 and any of their Affiliates that receive Common Stock of the Company pursuant to a Transfer from any such Shareholder in accordance with Article 5 and which execute a Joinder Agreement as provided in Section 5.1(a).

"Board" means the Board of Directors of the Company.

"Closing" means the closing of the Merger.

"Common Stock" means the common stock, par value $0.01 per share, of the Company and any equity securities issued or issuable in exchange for or with respect to such Common Stock by way of dividend, split, subdivision or combination of shares, or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.

"Company" has the meaning set forth in the preamble to this Agreement.

"Control" (including the terms "Controlling," "Controlled by" and "under common Control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  The investment manager or investment adviser of an investment fund or account shall be deemed to Control such fund or account for purposes of this Agreement.

"Designating Shareholder" means each of (i) the Avenue Shareholders, acting collectively, (ii) Monarch Shareholders, acting collectively, (iii) Blue Mountain Shareholders, acting collectively, (iv) Oaktree Shareholders, acting collectively, and (v) the Aurora Shareholders, acting collectively; provided that, upon any Designating Shareholder no longer holding the Requisite Ownership Amount, such Designating Shareholder shall thereafter be deemed not to be a Designating Shareholder. For the avoidance of doubt, no Transferee of any Designating Shareholder shall be deemed to be a Designating Shareholder as a result of such Transfer.

"Effective Time" has the meaning set forth in the preamble to this Agreement.

"Equity Securities" means, with respect to the Company, (i) shares of Common Stock and other capital stock of the Company from time to time outstanding, (ii) obligations, evidences of indebtedness or other securities or interests, in each case that are convertible or exchangeable into shares of Common Stock or any other capital stock of the Company and, (iii)

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warrants, options or other rights to purchase or otherwise acquire shares of Common Stock or any other capital stock of the Company.

"Exchange Act" has the meaning set forth in Section 5.1(b) of this Agreement.

"Former Director" has the meaning set forth in Section 2.2(a) of this Agreement.

"Independent" shall mean, for the purpose of Sections 2.5(d) and 2.7 only, meeting the requirements for independent directors under New York Stock Exchange Listed Company Manual Section 303A.02 and, subject to the foregoing, may include a person who is employed by such Designating Shareholder.

"IPO" means the first underwritten public offering of the Company’s Common Stock registered under the Securities Act of 1933, as amended, after May 17, 2012.

"Lead Independent Director" has the meaning set forth in Section 2.3(a) of this Agreement.

"Merger" has the meaning set forth in the preamble to this Agreement.

"Merger Agreement" has the meaning set forth in the preamble to this Agreement.

"Merger Sub" has the meaning set forth in the preamble to this Agreement.

"Monarch Director" has the meaning set forth in Section 2.1(b) of this Agreement.

"Monarch Shareholders" means the entities set forth on Schedule A-5 and any of their Affiliates that receive Common Stock of the Company pursuant to a Transfer from any such Shareholder in accordance with Article 5 and which execute a Joinder Agreement as provided in Section 5.1(a).

"Navig8" has the meaning set forth in the preamble to this Agreement.

"Oaktree Director" has the meaning set forth in Section 2.1(e) of this Agreement.

"Oaktree Shareholders" means the entities set forth on Schedule A-3 and any of their Affiliates that receive Common Stock of the Company pursuant to a Transfer from any such Shareholder in accordance with Article 5 and which execute a Joinder Agreement as provided in Section 5.1(a).

"Permitted Transferee" means (i) with respect to any Shareholder who is a natural person, such Shareholder’s spouse and lineal descendants (whether natural or adopted) and any trust that is and at all times remains solely for the benefit of the Shareholder and/or the Shareholder’s spouse and/or lineal descendants, and (ii) with respect to any Shareholder which is an entity, (A) any of such Shareholder’s wholly owned Subsidiaries and parent companies that wholly own such Shareholder and (B) equityholders of such Shareholder pursuant to a distribution in accordance with such Shareholder’s governing documents.

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"Person" means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.

"Proceeding" has the meaning set forth in Section 6.8 of this Agreement.

"Requisite Ownership Amount" means 5% of the then-outstanding Common Stock.

"Sale of the Company" means a bona fide sale of the outstanding Securities or assets of the Company on an arm’s length basis to any Person (other than the Company, any Subsidiary of the Company, or any Affiliate of any of the foregoing) pursuant to which such Person, together with its Affiliates, acquires (i) a majority of the voting power represented by the outstanding Equity Securities (whether by merger, consolidation, sale or Transfer of Equity Securities or otherwise) or (ii) all or substantially all of the Company’s and its Subsidiaries’ assets determined on a consolidated basis.

"Securities Act" has the meaning set forth in Section 5.1(a) of this Agreement.

"Selected Courts" has the meaning set forth in Section 6.8 of this Agreement.

"Shareholders" has the meaning set forth in the preamble to this Agreement.

"Special Meeting" has the meaning set forth in Section 2.7 of this Agreement.

"Subsidiary" with respect to any party, any corporation, partnership, trust, limited liability company or other entity or business enterprise in which such party (or another Subsidiary of such party) holds, directly or indirectly, stock or other ownership interests representing (a) more than 50% of the voting power of all outstanding stock or other ownership interests of such entity or (b) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity.

"Transfer" means any sale, assignment, transfer, pledge, mortgage, exchange, hypothecation, grant of a security interest, encumber, distribute, gift or other direct or indirect disposition or encumbrance of an interest with or without consideration (including by merger or otherwise by operation of law). The terms "Transferee," "Transferred," and other forms of the word "Transfer" shall have correlative meanings.

Section 1.2                                    Gender.  For the purposes of this Agreement, the words "he," "his" or "himself" shall be interpreted to include the masculine, feminine and corporate, other entity or trust form.

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ARTICLE 2

GOVERNANCE MATTERS

Section 2.1                                    Board of Directors.  From and after the Closing, and until the earlier to occur of (i) termination of this Agreement or (ii) with respect to any Designating Shareholder, such Designating Shareholder no longer holding the Requisite Ownership Amount, each Designating Shareholder shall vote all shares of Common Stock and any other voting securities of the Company that are Beneficially Owned by such Designating Shareholder, and each such Designating Shareholder and, subject to the Company’s shareholders voting to elect the following individuals as directors, the Company, shall take all necessary and desirable actions within their respective control, to (A) ensure that, subject to Section 2.5, the authorized number of directors on the Board is established and remains at seven (7), and (B) elect, or cause to be elected, to the Board and continue to serve as directors of the Board the following individuals, except as otherwise required by law:

(a)                                 From and after the Closing, and until the earlier to occur of (i) termination of this Agreement or (ii) the Avenue Shareholders no longer holding the Requisite Ownership Amount, one (1) individual designated by the Avenue Shareholders to serve as a member of the Board (the "Avenue Director"). The initial Avenue Director shall be Dan Ilany.

(b)                                 From and after the Closing, and until the earlier to occur of (i) termination of this Agreement or (ii) the Monarch Shareholders no longer holding the Requisite Ownership Amount, one (1) individual designated by the Monarch Shareholders to serve as a member of the Board (the "Monarch Director"). The initial Monarch Director shall be Roger Schmitz.

(c)                                  From and after the Closing, and until the earlier to occur of (i) termination of this Agreement or (ii) the Blue Mountain Shareholders no longer holding the Requisite Ownership Amount, one (1) individual designated by the Blue Mountain Shareholders to serve as a member of the Board (the "Blue Mountain Director"). The initial Blue Mountain Director shall be Ethan Auerbach.

(d)                                 From and after the Closing, and until the earlier to occur of (i) termination of this Agreement or (ii) the Oaktree Shareholders no longer holding the Requisite Ownership Amount, one (1) individual designated by the Oaktree Shareholders to serve as a member of the Board (the "Oaktree Director"). The initial Oaktree Director shall be Adam Pierce.

(e)                                  From and after the Closing, and until the earlier to occur of (i) termination of this Agreement or (ii) the Aurora Shareholders no longer holding the Requisite Ownership Amount, one (1) individual designated by the Aurora Shareholders to serve as a member of the Board (the "Aurora Director"). The initial Aurora Director shall be Steve Smith.

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