<SEC-DOCUMENT>0001193125-15-372670.txt : 20151111
<SEC-HEADER>0001193125-15-372670.hdr.sgml : 20151111
<ACCEPTANCE-DATETIME>20151110060859
ACCESSION NUMBER:		0001193125-15-372670
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20151110
FILED AS OF DATE:		20151110
DATE AS OF CHANGE:		20151110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ardmore Shipping Corp
		CENTRAL INDEX KEY:			0001577437
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			1T
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36028
		FILM NUMBER:		151217310

	BUSINESS ADDRESS:	
		STREET 1:		69 PITTS BAY ROAD
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM08
		BUSINESS PHONE:		441-405-7800

	MAIL ADDRESS:	
		STREET 1:		69 PITTS BAY ROAD
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM08
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d71521d6k.htm
<DESCRIPTION>FORM 6-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 6-K</TITLE>
</HEAD>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>WASHINGTON, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 6-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Report of Foreign Private Issuer </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Rule 13a-16 or 15d-16 of </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report: November&nbsp;10, 2015 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Commission file number 001-36028 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>ARDMORE
SHIPPING CORPORATION </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Translation of registrant&#146;s name into English) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Hamilton House </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>10 Queen
Street, Suite 102 </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Hamilton, HM 11 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Bermuda </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of
principal executive office) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Form
20-F&nbsp;&nbsp;<FONT STYLE="FONT-FAMILY:WINGDINGS">&#120;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Form 40- F&nbsp;&nbsp;<FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Indicate by check mark if the registrant is submitting the Form&nbsp;6-K in paper as permitted by Regulation&nbsp;S-T Rule&nbsp;101(b)(1).
</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Yes&nbsp;&nbsp;<FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;
&nbsp;<FONT STYLE="FONT-FAMILY:WINGDINGS">&#120;</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Indicate by check mark if the registrant is submitting the Form&nbsp;6-K in paper
as permitted by Regulation&nbsp;S-T Rule&nbsp;101(b)(7). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Yes&nbsp;&nbsp;<FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;
&nbsp;<FONT STYLE="FONT-FAMILY:WINGDINGS">&#120;</FONT> </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INFORMATION CONTAINED IN THIS FORM 6-K REPORT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Attached to this Report on Form 6-K as Exhibit 1.1 is a copy of the Underwriting Agreement, dated November&nbsp;3, 2015, by and among Ardmore Shipping
Corporation, GA Holdings LLC, and Morgan Stanley&nbsp;&amp; Co. LLC, as representative of the several underwriters named in Schedule I thereto. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Exhibit </U></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following exhibit is filed as part of
this Report: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.1</TD>
<TD ALIGN="left" VALIGN="top">Underwriting Agreement, dated November&nbsp;3, 2015, by and among Ardmore Shipping Corporation, GA Holdings LLC, and Morgan Stanley&nbsp;&amp; Co. LLC, as representative of the several underwriters named in Schedule I
thereto. </TD></TR></TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="46%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
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<TD WIDTH="2%"></TD>
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<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">ARDMORE SHIPPING CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: November&nbsp;10, 2015</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Paul Tivnan</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Paul Tivnan</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chief Financial Officer, Treasurer and Secretary</TD></TR>
</TABLE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>d71521dex11.htm
<DESCRIPTION>EX-1.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-1.1</TITLE>
</HEAD>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit&nbsp;1.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">EXECUTION VERSION </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>4,000,000
Shares </B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARDMORE SHIPPING CORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMON STOCK ($0.01 PAR VALUE PER SHARE) </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UNDERWRITING AGREEMENT </B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">November&nbsp;3,
2015 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">November&nbsp;3, 2015 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1585 Broadway </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10036 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>GA Holdings LLC (the &#147;<B>Selling Shareholder</B>&#148;), a shareholder of Ardmore Shipping Corporation, a corporation incorporated
under the laws of the Republic of the Marshall Islands (the &#147;<B>Company</B>&#148;), proposes to sell to the underwriters named in Schedule I hereto (the &#147;<B>Underwriters</B>&#148;), an aggregate of 4,000,000 shares of the Company&#146;s
common stock, par value $0.01 per share (the &#147;<B>Firm Shares</B>&#148;). The Selling Shareholder also proposes to sell to the several Underwriters not more than an additional 600,000 shares of the Company&#146;s common stock, par value $0.01
per share (the &#147;<B>Additional Shares</B>&#148;) if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section&nbsp;3
hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the &#147;<B>Shares</B>.&#148; The shares of common stock, par value $0.01 per share of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the &#147;<B>Common Stock</B>.&#148;<B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>The Company has filed with the
Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) a registration statement on Form F-3, as amended (File No.&nbsp;333-206501), relating to the securities (the &#147;<B>Shelf Securities</B>&#148;), including the Shares, to be
sold from time to time by the Selling Shareholder. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to
Rule&nbsp;430A or Rule 430B under the Securities Act of 1933, as amended (the &#147;<B>Securities Act</B>&#148;), is hereinafter referred to as the &#147;<B>Registration Statement</B>&#148;; and the related prospectus covering the Shelf Securities
dated October&nbsp;2, 2015 in the form first used to confirm sales of the Shelf Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is
hereinafter referred to as the &#147;<B>Basic Prospectus</B>.&#148; The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shelf Securities in the form first used to confirm sales of the Shelf Securities (or
in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the &#147;<B>Prospectus</B>&#148; and the term &#147;<B>preliminary
prospectus</B>&#148; means any preliminary form of the Prospectus. <B> </B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>For purposes of this Agreement, &#147;<B>free writing prospectus</B>&#148; has the meaning
set forth in Rule 405 under the Securities Act, &#147;<B>Time of Sale Prospectus</B>&#148; means the preliminary prospectus together with the documents and pricing information set forth in <B></B>Schedule II hereto, and &#147;<B>broadly available
road show</B>&#148; means a &#147;bona fide electronic road show&#148; as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms &#147;Registration
Statement,&#148; &#147;Basic Prospectus,&#148; &#147;preliminary prospectus,&#148; &#147;Time of Sale Prospectus&#148; and &#147;Prospectus&#148; shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms
&#147;<B>supplement</B>,&#148; &#147;<B>amendment</B>,&#148; and &#147;<B>amend</B>&#148; as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus
shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the &#147;<B>Exchange Act</B>&#148;), that are deemed to be incorporated by reference therein.<B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <I>Representations and Warranties of the Company</I>. The Company represents and warrants to and agrees with each of the
Underwriters that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)(i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of
Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii)&nbsp;each part of the Registration Statement, when
such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (iii)&nbsp;the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iv)&nbsp;the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations
of the Commission thereunder, (v)&nbsp;the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as
defined in Section&nbsp;?5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, (vi)&nbsp;each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii)&nbsp;the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to statements or omissions in the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter or the Selling Shareholder furnished to the Company in writing by such
Underwriter or the Selling Shareholder, as the case may be, expressly for use therein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company is not an
&#147;ineligible issuer&#148; in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or
will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred
to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company has
been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of
Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole (a &#147;<B>Material Adverse Effect</B>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Each subsidiary of the Company has been duly incorporated or formed, is validly existing as a corporation or other entity
in good standing (to the extent that such concept is recognized or applicable under the laws of their respective jurisdictions of incorporation or organization, as applicable) under the laws of the jurisdiction of its incorporation or organization,
has the corporate or other power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares
of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) This Agreement has been duly authorized, executed and delivered by the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The authorized capital stock of the Company conforms as to legal matters to
the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The shares of Common
Stock outstanding as of the date hereof, including the Shares, have been duly authorized and are validly issued, fully paid and non-assessable. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) [Reserved]. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement
and each of the Operative Documents (as defined below) will not contravene any provision of: (i)&nbsp;the amended and restated articles of incorporation or by-laws of the Company, (ii)&nbsp;any agreement or other instrument binding upon the Company
or any of its subsidiaries, or (iii)&nbsp;any judgment, order or decree of any governmental body, agency or court having jurisdiction over, or any law applicable to, the Company or any subsidiary, except with respect to clause (ii)&nbsp;as would
not, individually or in the aggregate, have a Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations
under this Agreement and each of the Operative Documents, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or the Financial Industry Regulatory Authority,
Inc. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) There has not occurred any material adverse change, or any development involving a prospective material adverse
change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) There are no legal or governmental investigations, claims, actions, suits or proceedings (&#147;<B>Proceedings</B>&#148;)
pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject, including without limitation, Proceedings
relating to Environmental Laws (as defined below) or any other environmental or regulatory matters (i)&nbsp;other than Proceedings accurately described in all material respects in the Time of Sale Prospectus and Proceedings that would not have a
Material Adverse Effect, or on the power or ability of the Company to perform its obligations under this Agreement, the Operative Documents or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii)&nbsp;that are required
to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not described or filed as required. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Each preliminary
prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule&nbsp;424 under the Securities Act, complied when so filed in all material respects with the Securities Act and
the applicable rules and regulations of the Commission thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company is not, and immediately upon giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an &#147;investment company&#148; under the Investment Company Act of 1940, as amended. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Company and its subsidiaries (i)&nbsp;are each in compliance with any and all applicable international, foreign,
federal, state and local laws, regulations, requirements, conventions and treaties (including those promulgated by the International Maritime Organization and the United States Coast Guard) relating to the protection of human health and safety, the
environment, natural resources, hazardous or toxic substances or wastes, pollutants, chemicals or contaminants, including petroleum, petroleum products, other hydrocarbons, asbestos or asbestos containing material (&#147;<B>Environmental
Laws</B>&#148;), (ii)&nbsp;have each received all permits, licenses, certificates or other approvals required of them under Environmental Laws to conduct their respective businesses (including, without limitation, the ownership and operation of
their respective vessels) and (iii)&nbsp;are each in compliance with all terms and conditions of any such permit, license, certificate or approval, except where such noncompliance with Environmental Laws, failure to receive required permits,
licenses, certificates or other approvals or failure to comply with the terms and conditions of such permits, licenses, certificates or approvals would not, singly or in the aggregate, have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) There are no costs or liabilities (and there are no events or circumstances that would reasonably be expected to result in
such costs or liabilities) associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up or remediation of releases, closure of properties, retirement, retrofitting, dry-docking or
upgrades of vessels or compliance with Environmental Laws or any permit, license, certificate or approval, any related constraints on operating activities and any potential liabilities to third parties whether statutory, contractually or otherwise)
which would, singly or in the aggregate, have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) There are no contracts, agreements or
understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such
securities with the Shares registered pursuant to the Registration Statement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Neither the Company nor any of its
subsidiaries, nor, to the Company&#146;s knowledge, any director, officer, employee, agent, affiliate or representative of the Company or of any of its subsidiaries, has taken or will take any action in furtherance of an offer, payment, promise to
pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any &#147;government official&#148; (including any officer or employee of a government or
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or
party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and, to the Company&#146;s knowledge, affiliates have conducted their businesses in compliance with
applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the &#147;<B>Anti-Money Laundering Laws</B>&#148;), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t)(i) Neither the Company nor any of its subsidiaries, nor to the Company&#146;s knowledge, any director, officer, employee,
agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (&#147;<B>Person</B>&#148;) that is, or is owned or controlled by a Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#146;s Office of Foreign Assets
Control (&#147;<B>OFAC</B>&#148;), the United Nations Security Council (&#147;<B>UNSC</B>&#148;), the European Union (&#147;<B>EU</B>&#148;), Her Majesty&#146;s Treasury (&#147;<B>HMT</B>&#148;), or other relevant sanctions authority (collectively,
&#147;<B>Sanctions</B>&#148;), nor </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) located, organized or resident in a country or territory that is the subject of
Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(ii) [Reserved] </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(iii) Since the Company&#146;s inception, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in,
and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Subsequent to the respective dates as of which information is given in each
of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i)&nbsp;the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction;
(ii)&nbsp;the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; (iii)&nbsp;there has not
been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries; and (iv)&nbsp;neither the Company nor any of its subsidiaries has sustained any loss or interference with its respective business
from the actual or constructive loss of or to any vessel, the requisition for title of any vessel, fire, explosion, flood or other calamity, whether or not covered by insurance, or any labor dispute or court or governmental action, order or decree
that resulted in a Material Adverse Effect, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or
such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and
its subsidiaries are held by them under valid, subsisting and enforceable leases, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors&#146; rights generally or by
equitable principles relating to enforceability (collectively, the &#147;<B>Enforceability Exceptions</B>&#148;), with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its subsidiaries, in each case except as described in the Time of Sale Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) The Company and
its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and
its subsidiaries, taken as a whole. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) No material labor dispute with the employees of the Company or any of its
subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its
principal suppliers, shipyards, manufacturers, contractors or customers that could have a Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) The Company and each of its subsidiaries are insured by insurers (which term
shall include P&amp;I clubs) of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, including, but not limited to, policies covering real and
personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism, war risks, earthquakes, total loss from collision, fire, grounding, engine breakdown, and pollution liability; neither the
Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; neither the Company nor any of its subsidiaries is currently required to make any payment, or is aware of any facts which would require the Company or
any of its subsidiaries to make any payment, in respect of a call by, or a contribution to, any insurance club; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as described in the Time of Sale Prospectus.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company and its subsidiaries possess all material licenses, certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of
any such license, certificate, authorization or permit which, singly or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as described in the Time of Sale Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management&#146;s general or specific authorization; (iv)&nbsp;the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v)&nbsp;the interactive data in eXtensible Business Reporting Language, if any, included or incorporated by reference in
the Registration Statement is accurate. Except as described in the Time of Sale Prospectus, since the end of the Company&#146;s most recent audited fiscal year, there has been (i)&nbsp;no material weakness in the Company&#146;s internal control over
financial reporting (whether or not remediated) and (ii)&nbsp;no change in the Company&#146;s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company&#146;s internal control
over financial reporting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Except as described in the Time of Sale Prospectus, the Company has not sold, issued or
distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule&nbsp;144A under, or Regulation&nbsp;D or S of, the Securities Act, other than shares issued pursuant to the
Company&#146;s dividend reinvestment plan employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company and each of its subsidiaries have filed all federal, state,
local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where (i)&nbsp;the failure to file would not, individually or in the aggregate, have a Material Adverse Effect), and
such returns were accurate in all material respects, and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a Material Adverse Effect, or, except as currently being contested in good
faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been assessed against the Company or any of its subsidiaries which has had (nor does the Company nor any of
its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) From the time of initial filing of the Registration Statement with the Commission through the date hereof, the Company has
been and is an &#147;emerging growth company,&#148; as defined in Section&nbsp;2(a) of the Securities Act (an &#147;<B>Emerging Growth Company</B>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company (i)&nbsp;has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of Morgan Stanley&nbsp;&amp; Co. LLC (&#147;<B>Morgan Stanley</B>&#148;) with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are
accredited investors within the meaning of Rule 501 of Regulation D under the Securities Act and (ii)&nbsp;has not authorized anyone to engage in Testing-the-Waters Communications other than Morgan Stanley. &#147;<B>Testing-the-Waters
Communication</B>&#148; means any oral or written communication with potential investors undertaken in reliance on Section&nbsp;5(d) of the Securities Act. The Company has not distributed any Written Testing-the-Waters Communications other than
those listed on Schedule III hereto. &#147;<B>Written Testing-the-Waters Communication</B>&#148; means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to
prospective purchasers, none of (A)&nbsp;the Time of Sale Prospectus, (B)&nbsp;any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C)&nbsp;any individual Written Testing-the-Waters Communication, when
considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The statements in the Time of Sale Prospectus and the Prospectus under the
headings &#147;Matters Regarding Our Common Stock,&#148; &#147;Description of Capital Stock,&#148; &#147;Marshall Islands Company Considerations&#148; and &#147;Tax Considerations,&#148; insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) Except as provided in the credit and loan agreements described in the Registration Statement, the Time of Sale Prospectus
and the Prospectus, and by the Business Corporations Act of the Republic of the Marshall Islands, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s property or assets to the Company or any other subsidiary
of the Company, except as described in or contemplated by the Time of Sale Prospectus and the Prospectus. All dividends and other distributions declared and payable on the shares of capital stock of the Company may under the current laws and
regulations of the Republic of the Marshall Islands be paid in United States dollars and may be freely transferred out of the Republic of the Marshall Islands, and all such dividends and other distributions are not subject to withholding or other
taxes under the current laws and regulations of the Republic of the Marshall Islands and are otherwise free and clear of any other tax, withholding or deduction in, and without the necessity of obtaining any consents, approvals, authorizations,
orders, licenses, registrations, clearances and qualifications of or with any court or governmental agency or body or any stock exchange authorities in, the Republic of the Marshall Islands. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the
jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Republic of the Marshall Islands. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) The Company believes that it was not a Passive Foreign Investment Company (&#147;<B>PFIC</B>&#148;) within the meaning of
Section&nbsp;1297 of the United States Internal Revenue Code of 1986, as amended, for its most recent taxable year, believes that it will not be a PFIC for its current taxable year and, based on the Company&#146;s current operations and future
projections, it does not expect to be classified as a PFIC for any subsequent taxable year. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) All of the vessels
described in the Registration Statement, the Time of Sale Prospectus and the Prospectus are owned directly by subsidiaries of the Company; each of the vessels described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as
owned by one of the Company&#146;s subsidiaries has been duly registered in the name of the relevant entity that owns it under the laws and regulations and the flag of the nation of its registration, in each case as disclosed in the Time of Sale
Prospectus and the Prospectus, and no other action is necessary to establish and perfect such entity&#146;s title to and interest in such vessel as against any charterer or third party and all of the vessels described in the Time of Sale Prospectus
and the Prospectus will be owned directly by such subsidiary of the Company free and clear of all liens, claims, security interests or other encumbrances, except as set forth in the Time of Sale Prospectus and the Prospectus. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) The Company is a &#147;foreign private issuer&#148; as defined in Rule 405
of the Securities Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) Each of (1)&nbsp;the Ardmore Seavantage Time Charter Agreement, the Ardmore Seavanguard Time
Charter Agreement, the Ardmore Seafarer Time Charter Agreement, the Ardmore Centurion Time Charter Agreement, the Ardmore Cheyenne Time Charter Agreement and the Ardmore Chinook Time Charter Agreement described in the Time of Sale Prospectus and the
Prospectus, (2)&nbsp;the Ardmore Calypso third-party commercial pool agreement, the Ardmore Capella third-party commercial pool agreement, the Ardmore Sealion third-party commercial pool agreement, the Ardmore Seafox third-party commercial pool
agreement, the Ardmore Seawolf Commercial Pool Agreement, the Ardmore Dauntless third-party commercial pool agreement and the Ardmore Defender third-party commercial pool agreement described in the Time of Sale Prospectus and the Prospectus,
(3)&nbsp;the Technical Management Agreements and Crewing Agreements relating to, as applicable, Ardmore Calypso, Ardmore Capella, Ardmore Centurion, Ardmore Seafarer, Ardmore Seamaster, Ardmore Seatrader, Ardmore Seaventure, Ardmore Seavantage,
Ardmore Seavanguard, Ardmore Seamariner, Ardmore Seavaliant, Ardmore Endeavour, Ardmore Sealeader, Ardmore Dauntless, Ardmore Defender, Ardmore Cherokee, Ardmore Cheyenne, Ardmore Chinook and Ardmore Sealifter described in the Time of Sale
Prospectus and the Prospectus, (4)&nbsp;the Facility Agreements and related documents with ABN AMRO Bank N.V., dated March&nbsp;16, 2011 and August&nbsp;24, 2011, as amended by supplemental agreements dated June&nbsp;16, 2014, described in the Time
of Sale Prospectus and the Prospectus, (5)&nbsp;the Facility Agreement and related documents with DVB Bank SE, dated September&nbsp;28, 2012, as amended on June&nbsp;16, 2014, described in the Time of Sale Prospectus and the Prospectus, (6)&nbsp;the
Account Pledge and Security Agreement and related documents with Icon Calypso, LLC, dated April&nbsp;2, 2013, and the Account Pledge and Security Agreement and related documents with Icon Capella, LLC, dated April&nbsp;2, 2013, as amended on
June&nbsp;16, 2014, described in the Time of Sale Prospectus and the Prospectus, (7)&nbsp;the Facility Agreement and related documents with ABN AMRO Bank N.V., Nordea Bank Finland Plc and Skandinaviska Enskilda Banken AB, dated March&nbsp;19, 2014,
as amended and restated on July&nbsp;24, 2014, (8)&nbsp;the Facility Agreement and related documents with Cr&eacute;dit Agricole Corporate and Investment Bank, dated May&nbsp;22, 2014, and (9)&nbsp;the Facility Agreement and related documents with
NIBC Bank N.V., dated September&nbsp;12, 2014, described in the Time of Sale Prospectus and the Prospectus, (each of the documents listed in (1)&nbsp;through (9), an &#147;<B>Operative Document</B>,&#148; and collectively, the &#147;<B>Operative
Documents</B>&#148;) has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and binding agreement of each such party enforceable against each such party in accordance with its terms, subject to the
Enforceability Exceptions, and the Time of Sale Prospectus and the Prospectus each contains a summary of the terms of each Operative Document which summary is accurate, complete and fair in all material respects; and neither the Company nor any
subsidiary has sent or received any communication regarding termination of any Operative Document and no such termination has been threatened by the Company or any subsidiary or, to the Company&#146;s knowledge, by any third party. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any of its subsidiaries has issued any securities
that have been accorded a rating by any &#147;nationally recognized statistical rating organization,&#148; as such term is defined in Section&nbsp;3(a)(62) of the Exchange Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) The interactive data in eXtensible Business Reporting Language, if any, included or incorporated by reference in the
Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) No stamp, documentary, issuance, registration, transfer, withholding or other taxes or duties are payable by or on behalf
of the Underwriters, the Company or any of its subsidiaries in the Republic of the Marshall Islands or any jurisdiction in which the Selling Shareholder is organized or tax resident or to any taxing authority thereof or therein in connection with
(i)&nbsp;the execution, delivery or consummation of this Agreement, (ii)&nbsp;the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii)&nbsp;the resale and delivery of the Shares by the Underwriters
in the manner contemplated herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2. <I>Representations and Warranties of the Selling Shareholder</I>. The Selling Shareholder represents and warrants
to and agrees with each of the Underwriters that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) This Agreement has been duly authorized, executed and delivered by
or on behalf of the Selling Shareholder. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The execution and delivery by the Selling Shareholder of, and the performance
by the Selling Shareholder of its obligations under this Agreement, will not contravene any provision of applicable law, or the certificate of formation or limited liability company agreement of the Selling Shareholder, or any material agreement or
other instrument binding upon the Selling Shareholder or any material judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Selling Shareholder has, and on the Closing Date will have,
valid title to, or a valid &#147;security entitlement&#148; within the meaning of <FONT STYLE="white-space:nowrap">Section&nbsp;8-501</FONT> of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder
free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to
be sold by such Selling Shareholder or a security entitlement in respect of such Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to
this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede&nbsp;&amp; Co. (&#147;<B>Cede</B>&#148;) or such other nominee as may be designated by the Depository Trust Company (&#147;<B>DTC</B>&#148;), registration of such
Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning
of <FONT STYLE="white-space:nowrap">Section&nbsp;8-105</FONT> of the New York Uniform Commercial Code (the &#147;<B>UCC</B>&#148;)) to such Shares), (A)&nbsp;DTC shall be a &#147;protected purchaser&#148; of such Shares within the meaning of <FONT
STYLE="white-space:nowrap">Section&nbsp;8-303</FONT> of the UCC, (B)&nbsp;under <FONT STYLE="white-space:nowrap">Section&nbsp;8-501</FONT> of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and
(C)&nbsp;no action based on any &#147;adverse claim&#148;, within the meaning of <FONT STYLE="white-space:nowrap">Section&nbsp;8-102</FONT> of the UCC, to such Shares may be asserted against the Underwriters with respect to such security
entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x)&nbsp;such Shares will have been registered in the name of Cede or another nominee designated by DTC, in
each case on the Company&#146;s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y)&nbsp;DTC will be registered as a &#147;clearing corporation&#148; within the meaning of
<FONT STYLE="white-space:nowrap">Section&nbsp;8-102</FONT> of the UCC and (z)&nbsp;appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Selling Shareholder has no knowledge of any adverse business condition concerning the Company or its subsidiaries that
is prompting it to sell its Shares pursuant to this Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)(i) Each document, if any, filed or to be filed pursuant
to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission
thereunder, (ii)&nbsp;the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (iii)&nbsp;the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act
and the applicable rules and regulations of the Commission thereunder, (iv)&nbsp;the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective
purchasers and at the Closing Date (as defined in Section&nbsp;5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v)&nbsp;each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi)&nbsp;the Prospectus does not contain and, as
amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; <I>provided</I> that the representations and warranties set
forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement,
the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)(i) None of the Selling
Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) the subject of any Sanctions, or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
Crimea, Cuba, Iran, North Korea, Sudan and Syria). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) The Selling Shareholder will not, directly or indirectly, use the
proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of
such funding or facilitation, is the subject of Sanctions; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) in any other manner that will result in a violation of
Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) For the past 5 years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not
engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv)(a) None of the Selling Shareholder or its subsidiaries, or, to the knowledge of the Selling Shareholder, any director,
officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything
else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b)&nbsp;the Selling Shareholder and its subsidiaries have conducted their
businesses in compliance with applicable anti-corruption laws and have instituted and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein;
and (c)&nbsp;neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any person in violation of any applicable anti-corruption laws. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The operations of the
Selling Shareholder and its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Selling Shareholder has the power to submit, and has, to the extent permitted by law, legally, validly, effectively and
irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section&nbsp;15(a)), and has the power to designate, appoint and empower, and, has legally, validly and effectively designated, appointed and empowered an agent for
service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.
<I>Agreements to Sell and Purchase</I>. The Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter
stated, agrees, severally and not jointly, to purchase from the Selling Shareholder the respective numbers of Firm Shares set forth in Schedule&nbsp;I hereto opposite its name at $12.62062 a share (the &#147;<B>Purchase Price</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling
Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 600,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by
the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the
Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date
on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such
notice. Additional Shares may be purchased as provided in Section&nbsp;5 hereof solely for the purpose of covering sales of shares of Common Stock by the Underwriters in excess of the number of Firm Shares. On each day, if any, that Additional
Shares are to </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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be purchased (an &#147;<B>Option Closing Date</B>&#148;), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule&nbsp;I hereto opposite the name of such
Underwriter bears to the total number of Firm Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>4. <I>Terms of Public Offering</I>. The Selling Shareholder
is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Selling
Shareholder is further advised by you that the Shares are to be offered to the public initially at $13.25 a share (the &#147;<I></I><B>Public Offering Price</B><I></I>&#148;) and to certain dealers selected by you at a price that represents a
concession not in excess of $0.37764 a share under the Public Offering Price.<I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>5. <I>Payment and Delivery.
</I>Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New
York City time, on November&nbsp;6, 2015, or at such other time on the same or such other date, not later than November&nbsp;6, 2015, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the
&#147;<I></I><B>Closing Date</B><I></I>.&#148;<I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Payment for any Additional Shares shall be made to the Selling Shareholder in
Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice
described in Section&nbsp;3 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later
than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for
the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid by the Selling Shareholder, against payment of the Purchase Price therefor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>6. <I>Conditions to the Underwriters&#146; Obligations</I>. The several obligations of the Underwriters are subject to
the following conditions:<I> </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing
Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole,
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


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from that set forth in the Time of Sale Prospectus and the Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on
the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Underwriters shall
have received on the Closing Date: (A)&nbsp;a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section&nbsp;6(a) above and to the effect that (i)&nbsp;no stop order suspending the
effectiveness of the Registration Statement is in effect as of the Closing Date, and no proceedings for such purpose are pending before or, to such executive officer&#146;s knowledge, threatened by the Commission; (ii)&nbsp;the representations and
warranties of the Company contained in this Agreement are true and correct as of the Closing Date; and (iii)&nbsp;the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date and (B)&nbsp;a certificate, dated the Closing Date and signed by an executive officer of the Selling Stockholder, to the effect that (i)&nbsp;the representations and warranties of the Selling Stockholder
contained in this Agreement are true and correct as of the Closing Date and (ii)&nbsp;the Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before
the Closing Date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The officers signing and delivering such certificates may rely upon his or her knowledge as to proceedings threatened.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Underwriters shall have received on the Closing Date an opinion of (i)&nbsp;Perkins Coie LLP, outside counsel for
the Company, dated the Closing Date, in form and substance satisfactory to the Underwriters, and (ii)&nbsp;Seward&nbsp;&amp; Kissel LLP, outside counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Underwriters.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Davis
Polk&nbsp;&amp; Wardwell LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Underwriters shall have received on the Closing Date an opinion of Seward&nbsp;&amp; Kissel LLP, counsel for the
Selling Shareholder, dated the Closing Date, in form and substance satisfactory to the Underwriters. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The opinions of Perkins Coie LLP and
Seward&nbsp;&amp; Kissel LLP described in Sections&nbsp;6(c) and 6(e) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or
the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst&nbsp;&amp; Young, independent registered public accounting firm, containing statements and information of the type ordinarily included in
accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; <I>provided</I> that
the letter delivered on the Closing Date shall use a &#147;cut-off date&#148; not earlier than the date hereof. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The &#147;lock-up&#148; agreements, each substantially in the form of Exhibit
A hereto, between you and the Selling Shareholder and the officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof,
shall be in full force and effect on the Closing Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The several obligations of the Underwriters to purchase Additional Shares
hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request, including without limitation, with respect to the good standing of the Company, the due authorization of the
Additional Shares to be sold on such Option Closing Date and other matters related to the sale of such Additional Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <I>Covenants of the Company</I>. The Company covenants with each Underwriter as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) To furnish to you, without charge, seven signed copies of the Registration Statement (including exhibits thereto) and for
delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00&nbsp;a.m., New York City time, on the business day next succeeding
the date of this Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably
request. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus,
to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in
Rule&nbsp;424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To furnish to you
a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission
pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet
available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of
which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in
the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or
supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the
Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its
own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is
delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) To make generally available to the Company&#146;s security holders and to you as soon as
practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section&nbsp;11(a) of the
Securities Act and the rules and regulations of the Commission thereunder, including Rule 158. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) If the third
anniversary of the initial effective date of the Registration Statement occurs before all of the Shares have been sold by the Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action
necessary to permit the public offering of the Shares to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company also covenants with each Underwriter that, without the prior
written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus (the &#147;<B>Restricted Period</B>&#148;), (1)&nbsp;offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into
or exercisable or exchangeable for Common Stock or (2)&nbsp;enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction
described in clause&nbsp;(1) or (2)&nbsp;above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3)&nbsp;file any registration statement with the Commission relating to the offering of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The restrictions contained in the
preceding paragraph shall not apply to (a)&nbsp;the Shares to be sold hereunder, (b)&nbsp;the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof
of which the Underwriters have been advised in writing, (c)&nbsp;the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, <I>provided</I> that (i)&nbsp;such plan does not provide
for the transfer of Common Stock during the Restricted Period and (ii)&nbsp;to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan,
such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; (d)&nbsp;the grant of options or the issuance of shares of Common Stock by the Company to
employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof; (e)&nbsp;the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any
shares issued under or the grant of any award pursuant to an employee benefit plan if in effect on the date hereof; (f)&nbsp;the issuance of shares of Common Stock by the Company pursuant to the Company&#146;s dividend reinvestment plan or
(g)&nbsp;the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) in connection with any
acquisitions of vessels, <I>provided</I> that (i)&nbsp;the amount of shares that the Company may sell or issue or agree to sell or issue pursuant to this clause (g)&nbsp;shall not exceed 10% of the total number of shares of the Company&#146;s Common
Stock issued and outstanding as of the date hereof and (ii)&nbsp;each transferee or distributee shall enter into a written agreement accepting the restrictions set forth in Exhibit&nbsp;A. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) The Company will promptly notify Morgan Stanley if the Company ceases to be an Emerging Growth Company at any time prior to
the later of (a)&nbsp;completion of the distribution of the Shares within the meaning of the Securities Act and (b)&nbsp;completion of the Restricted Period (as defined below). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <I>Covenants of the Selling Shareholder</I>. The Selling Shareholder covenants
with each Underwriter that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless
against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of the Republic of the Marshall Islands or any jurisdiction in which the Selling Shareholder is organized or tax resident
or any political sub-division or taxing authority thereof or therein that is payable in connection with (i)&nbsp;the execution, delivery, consummation or enforcement of this Agreement, (ii)&nbsp;the sale and delivery of the Shares to the
Underwriters or purchasers procured by the Underwriters, or (iii)&nbsp;the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) It will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed
Internal Revenue Service (&#147;<B>IRS</B>&#148;) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or
withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full
amount that would have been received had no deduction or withholding been made. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) All sums payable to an Underwriter
shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum
payable hereunder pay an amount equal to any applicable value added or similar tax. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Selling Shareholder hereby
agrees that, without the prior written consent of Morgan Stanley&nbsp;&amp; Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period (1)&nbsp;offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the
Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; or (2)&nbsp;enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause&nbsp;(1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3)&nbsp;file any registration statement with the
Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>The restrictions contained in the preceding paragraph shall not apply to
(a)&nbsp;transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (b)&nbsp;distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of
the undersigned;<I> provided</I> that in the case of any transfer or distribution pursuant to clause&nbsp;(a) or (b), (i)&nbsp;each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and
(ii)&nbsp;no filing under Section&nbsp;16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, or (c)&nbsp;the establishment of
a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, <I>provided</I> that (i)&nbsp;such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii)&nbsp;to the
extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a
statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. <I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition,
the Selling Shareholder, agrees that, without the prior written consent of Morgan Stanley&nbsp;&amp; Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company&#146;s transfer agent
and registrar against the transfer of the undersigned&#146;s shares of Common Stock except in compliance with the foregoing restrictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>9. <I>Covenants of the Underwriters</I>. Each Underwriter severally covenants with the Company not to take any action
that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for
the action of the Underwriter.<I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>10. <I>Expenses</I>. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i)&nbsp;the fees, disbursements and expenses of
the Company&#146;s counsel and the Company&#146;s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration
Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all
printing costs associated therewith, and the mailing and <I> </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman"><I>
</I>delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii)&nbsp;all costs and expenses related to the transfer and delivery of the Shares to
the Underwriters, including any transfer or other taxes payable thereon, (iii)&nbsp;the cost, if any, of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities
laws and all expenses, if any, in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section&nbsp;7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv)&nbsp;all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with
the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority, Inc., (v)&nbsp;[reserved], (vi)&nbsp;the cost of printing certificates, if any, representing the Shares, (vii)&nbsp;the costs and charges of
any transfer agent, registrar or depositary, (viii)&nbsp;the costs and expenses of the Company relating to investor presentations on any &#147;road show&#148; undertaken in connection with the marketing of the offering of the Shares, including,
without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the
road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 20% of the cost of any aircraft chartered in connection with the road show,
provided that, for the avoidance of doubt, the Underwriters shall pay their own travel expenses (including lodging, transportation, meals and entertainment) and the other 80% of the cost of any aircraft chartered in connection with the road show,
(ix)&nbsp;the document production charges and expenses associated with printing this Agreement and (x)&nbsp;all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise
made in this Section; <I>provided</I>, that in the case of fees of counsel for the Underwriters under clauses (iii)&nbsp;and (iv)&nbsp;hereof, such aggregate amount shall not exceed $30,000 and <I>further provided</I>, that notwithstanding anything
to the contrary herein, the Selling Shareholder covenants that it will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in clauses
(i)&nbsp;through (ix)&nbsp;above, including the fees, costs and expenses of its counsel, accountants, advisors or representatives and all expenses and taxes incident to the sale and delivery of the Shares to be sold by the Selling Shareholder to the
Underwriters hereunder. For purposes of clarity, unless otherwise set forth in this Section&nbsp;10, the Company shall pay the fees, costs and expenses of its counsel (Perkins Coie LLP), accountants, advisors or representatives and all expenses
incident to the offering and transfer taxes payable upon delivery of the Shares to the Underwriters and the Underwriters shall pay the fees, costs, and expenses of its counsel (Davis Polk&nbsp;&amp; Wardwell LLP), other than as provided for in
clause (iii)&nbsp;and (iv)&nbsp;hereof. It is understood, however, that except as provided in this Section, Section&nbsp;11 entitled <I> </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman"><I>
</I>&#147;Indemnity and Contribution&#148; and the last paragraph of Section&nbsp;13 entitled &#147;Effectiveness; Defaulting Underwriters&#148; below, the Underwriters will pay all of their
costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.<I> </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>11. <I>Indemnity and Contribution.</I> (a)&nbsp;The Company agrees to indemnify and hold harmless each Underwriter and
Selling Shareholder, each person, if any, who controls any Underwriter and Selling Shareholder within the meaning of either Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act and each affiliate of any Underwriter and
Selling Shareholder within the meaning of Rule&nbsp;405 under the Securities Act and the Selling Shareholder from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary
prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a &#147;road show&#148;), the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission arises out of or is based upon information relating to any Underwriter or the Selling Shareholder furnished to the Company in writing by such Underwriter or the Selling Shareholder, as the case may be, expressly for use
therein. <I> </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Selling Shareholder agrees to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities
Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to the Selling Shareholder furnished in writing by or on behalf of the Selling
Shareholder to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Selling Shareholder, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or the Selling Shareholder within the meaning of either
Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Selling Shareholder to such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the
Prospectus or any amendment or supplement thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>(d) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Sections&nbsp;11(a) through 11(c), such person (the &#147;<B>indemnified party</B>&#148;) shall promptly notify the person against whom
such indemnity may be sought (the &#147;<B>indemnifying party</B>&#148;) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i)&nbsp;the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii)&nbsp;the named
parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriter and
such control persons and affiliates of the Underwriter, such firm shall be designated in writing by Morgan Stanley. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm
shall be designated in writing by the Company. In the case of any such separate firm for the Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the Selling Shareholder. The
indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have <B> </B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B>
</B>requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and
(ii)&nbsp;such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such proceeding.<B> </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)
To the extent the indemnification provided for in Sections&nbsp;11(a) through 11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i)&nbsp;in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other hand from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;11(e)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause&nbsp;11(e)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other
hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the indemnifying party on the one hand and
the indemnified party on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Selling
Shareholder and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of
the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company and the Selling Shareholder or by the Underwriters and the parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Underwriters&#146; respective obligations to contribute pursuant to this Section&nbsp;11 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Company, Selling Shareholder and the Underwriters agree that it would not be just or equitable if contribution pursuant
to this Section&nbsp;11 were determined by <I>pro rata</I> allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
equitable considerations referred to in Section&nbsp;11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in
Section&nbsp;11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section&nbsp;11, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section&nbsp;11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section&nbsp;11 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any indemnified party at law or in equity. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The indemnity
and contribution provisions contained in this Section&nbsp;11 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i)&nbsp;any
termination of this Agreement, (ii)&nbsp;any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, the Selling Shareholder or any person controlling the Selling
Shareholder, or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii)&nbsp;acceptance of and payment for any of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>12. <I>Termination</I>. The Underwriters may terminate this Agreement by notice given by you to the Company, if, after
the execution and delivery of this Agreement and prior to the Closing Date, (i)&nbsp;trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange or the NASDAQ Global Market or Global
Select Market, (ii)&nbsp;trading of the Company&#146;s Common Stock shall have been suspended by the New York Stock Exchange, (iii)&nbsp;a material disruption in securities settlement, payment or clearance services in the United States or other
relevant jurisdiction shall have occurred, (iv)&nbsp;any moratorium on commercial banking activities shall have been declared by Federal or New York State, the Republic of the Marshall Islands or other relevant foreign country authorities or
(v)&nbsp;there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in your judgment, is material and adverse and which, singly or
together with any other event specified in this clause&nbsp;(v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale
Prospectus or the Prospectus.<I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>13. <I>Effectiveness; Defaulting Underwriters</I>. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.<I> </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of
the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names
in Schedule&nbsp;I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; <I>provided</I> that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section&nbsp;13 by
an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares
with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Company and the Selling Shareholder for the purchase of such Firm Shares
are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case either you, the Company or the Selling
Shareholder shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other
documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is
more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i)&nbsp;terminate their obligation hereunder to purchase the Additional Shares to
be sold on such Option Closing Date or (ii)&nbsp;purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.<I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If
this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Selling Shareholders to comply with the terms or to fulfill any of the conditions of this Agreement in any
material respect, or if for any reason the Company or the Selling Shareholder shall be unable to perform its obligations under this Agreement in any material respect, the Company and the Selling Shareholder will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>14. <I>Entire Agreement</I>. (a)&nbsp;This Agreement, together with any
contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Selling Shareholder, on the
one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.<I> </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Company acknowledges that in connection with the offering of the Shares: (i)&nbsp;the Underwriters have acted at
arm&#146;s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii)&nbsp;the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the
extent not superseded by this Agreement), if any, and (iii)&nbsp;the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the
Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>15.
<I>Counterparts</I>. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.<I> </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>16. <I>Applicable Law</I>. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York.<I> </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Any legal suit, action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby (&#147;<B>Related Proceedings</B>&#148;) may be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, or the courts of the State of New
York in each case located in the City and County of New York, Borough of Manhattan (collectively, the &#147;<B>Specified Courts</B>&#148;), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard
to the enforcement of a judgment of any such court (a &#147;<B>Related Judgment</B>&#148;), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by
mail to such party&#146;s address set forth in Section&nbsp;15 or to the agent designated by the Company below shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or
other proceeding brought in any such court has been brought in an inconvenient forum.&nbsp;The Company irrevocably appoints Seward&nbsp;&amp; Kissel LLP, One Battery Park Plaza, New York, NY 10004, Attn: Robert E. Lustrin, Esq. as its agent to
receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any Specified Court. The Selling Shareholder irrevocably appoints Seward&nbsp;&amp; Kissel LLP, One Battery Park Plaza,
New York, NY 10004, Attn: Robert E. Lustrin, Esq. as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any Specified Court. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) With respect to any Related Proceeding, each party irrevocably waives, to the
fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in
the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in
respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I></I>17. <I>Headings</I>. The headings of the sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed a part of this Agreement.<I> </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <I>Notices</I>. All communications hereunder shall be
in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you at 1585&nbsp;Broadway, New York, New York&nbsp;10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and if to
the Company shall be delivered, mailed or sent to Ardmore Shipping Corporation, City Gate Building 1000, Mahon, Cork, Ireland, Attention: Paul Tivnan, Chief Financial Officer, with a copy to Perkins Coie LLP, 1120 N.W. Couch Street, Tenth Floor,
Portland, OR 97209, Attn: David Matheson, Esq; and if to the Selling Shareholder shall be delivered, mailed or sent to GA Holdings LLC, 555 Theodore Fremd Avenue, Rye, NY, 10580, with a copy to Seward&nbsp;&amp; Kissel LLP, One Battery Park Plaza,
New York, NY 10004, Attn: Robert E. Lustrin, Esq. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>


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 <DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="6%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="80%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Very truly yours,</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">ARDMORE SHIPPING CORPORATION</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Paul Tivnan</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Paul Tivnan</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="6%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="80%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">GA HOLDINGS LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Reginald L. Jones III</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Reginald L. Jones III</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Director</TD></TR>
</TABLE></DIV>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="78%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted as of the date hereof</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley &amp; Co. LLC</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Acting on behalf of itself and the several</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:2.00em; font-size:10pt; font-family:Times New Roman">Underwriters named in Schedule I hereto.</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">Morgan Stanley &amp; Co. LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Don Devendorf</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Don Devendorf</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Executive Director</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>SCHEDULE I </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="82%"></TD>
<TD VALIGN="bottom" WIDTH="8%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:43.10pt; font-size:8pt; font-family:Times New Roman"><B>Underwriter</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Number&nbsp;of&nbsp;Firm</B><br><B>Shares To Be</B><br><B>Purchased</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Morgan Stanley &amp; Co. LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2,800,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Clarksons Platou Securities AS</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,200,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">I-1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>SCHEDULE II </B></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Time of Sale Prospectus </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top">Preliminary Prospectus issued November&nbsp;2, 2015 </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top">Free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act: Not applicable </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top">Pricing Information Conveyed by the Underwriters: </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Firm Shares offered by the Selling Shareholder: 4,000,000 </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Additional Shares offered by the Selling Shareholder: 600,000 </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Price to Public: $13.25 per share </TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">II-1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FORM OF LOCK-UP LETTER </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:56%; font-size:10pt; font-family:Times New Roman" ALIGN="center">November&nbsp;2, 2015 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan
Stanley&nbsp;&amp; Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1585 Broadway </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10036
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>The
undersigned understands that Morgan Stanley&nbsp;&amp; Co. LLC (&#147;<B>Morgan Stanley</B>&#148;) proposes to enter into an Underwriting Agreement (the &#147;<B>Underwriting Agreement</B>&#148;) by and among Ardmore Shipping Corporation, a
corporation incorporated under the laws of the Republic of the Marshall Islands (the &#147;<B>Company</B>&#148;) and GA Holdings LLC, a limited liability company incorporated under the laws of the Republic of the Marshall Islands (the
&#147;<B>Selling Shareholder</B>&#148;), providing for the public offering (the &#147;<B>Public Offering</B>&#148;) by the several Underwriters, including Morgan Stanley (the &#147;<B>Underwriters</B>&#148;), of shares (the
&#147;<B>Shares</B>&#148;) of common stock, par value $0.01 per share, of the Company (the &#147;<B>Common Stock</B>&#148;).<B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To induce the
Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will
not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus (the &#147;<B>Restricted Period</B>&#148;) relating to the Public Offering (the &#147;<B>Prospectus</B>&#148;), (1)&nbsp;offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the &#147;<B>Exchange Act</B>&#148;)) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for
Common Stock or (2)&nbsp;enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause&nbsp;(1) or
(2)&nbsp;above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a)&nbsp;transfers of shares of Common Stock or any security convertible into Common Stock as a
bona fide gift, or (b)&nbsp;distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned;<I> provided</I> that in the case of any transfer or distribution pursuant to
clause&nbsp;(a) or (b), (i)&nbsp;each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii)&nbsp;no filing under Section&nbsp;16(a) of the Exchange Act, reporting a reduction in beneficial
ownership of shares of Common Stock, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><FONT
STYLE="white-space:nowrap">A-1</FONT> </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
shall be required or shall be voluntarily made during the Restricted Period, or (c)&nbsp;the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of
shares of Common Stock, <I>provided</I> that (i)&nbsp;such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii)&nbsp;to the extent a public announcement or filing under the Exchange Act, if any, is required of
or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during
the Restricted Period, (d)&nbsp;the acquisition of Common Stock pursuant to any employee benefit plan or dividend reinvestment plan of the Company in effect as of the date hereof, or (e)&nbsp;transfers of shares of Common Stock that are acquired in
the open market after the closing of the Public Offering; provided that no filing under Section&nbsp;16(a) of the Exchange Act, reporting a reduction in the aggregate beneficial ownership of Common Stock by the Company and its subsidiaries, shall be
required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not,
during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company&#146;s transfer agent and registrar against the transfer of the undersigned&#146;s shares of Common Stock except in compliance with the foregoing restrictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This agreement shall terminate and be of no further force and effect upon a decision by Morgan Stanley on behalf of the Underwriters, the
Company or the Selling Shareholder not to proceed with the Public Offering, which decision shall be set forth in writing and delivered to the Company and the Selling Shareholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The undersigned understands that the Company, the Selling Shareholder and the Underwriters are relying upon this agreement in proceeding
toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned&#146;s heirs, legal representatives, successors and assigns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only
be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Shareholder and the Underwriters. </P>
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<TD VALIGN="top">Very truly yours,</TD></TR>
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<TD HEIGHT="16"></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> &nbsp;<P STYLE="font-size:3pt">&nbsp;</P></TD></TR>
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<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(Name)</P></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> &nbsp;<P STYLE="font-size:3pt">&nbsp;</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">(Address)</TD></TR>
</TABLE></DIV>
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