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Execution Pages

ULTRANAV INTERNATIONAL S.A., a corporation duly registered in the Republic of Panama at Microjacket number 66420, Roll 5321, Frame 117 as of 29 January 1981, whose resident agent’s office is at Towerbank Building, 50 Street and Elvira Mendez, Panama, Republic of Panama (“Seller A”)

ULTRANAV DENMARK APS, registered in Denmark with number 32 94 95 41, whose registered office is at Smakkedalen 6, 2820 Gentofte, Denmark (“Seller B” and together with Seller A, the “Sellers”)

NAVIERA ULTRANAV LIMITADA, registered in Chile with number 92.513.000-1, whose registered office is at Av. El Bosque Norte 500 P. 20 7550092, Las Condes, Santiago—Chile (the “Guarantor”)

NAVIGATOR HOLDINGS LTD., incorporated in the Republic of the Marshall Islands with number 29140, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majaro, Marshall Islands, MH96960 (the “Buyer”)

Seller A is the legal and beneficial owner of the entire issued share capital of Target A.

Seller B is the legal and beneficial owner of the entire issued share capital of Target B.

Seller A has agreed to sell, and the Buyer has agreed to purchase, the Target A Shares, on and subject to the terms and conditions of this Agreement.

Seller B has agreed to sell, and the Buyer has agreed to purchase, the Target B Shares, on and subject to the terms and conditions of this Agreement.

Each of the Sellers is a wholly owned subsidiary of the Guarantor and, as such, the Guarantor has agreed to guarantee the obligations of the Sellers under the Transaction Documents, all on and subject to the terms and conditions of this Agreement.

DEFINITIONS AND INTERPRETATION

Definitions

the documents made available via the Buyer Data Room and contained on the duplicate USB drives which have been provided by or on behalf of the Buyer to the Sellers or their advisers prior to the date of this Agreement; and

the Buyer Disclosure Letter.

any national, state, regional, or local government, and any government agency or department, or political party;

any entity or business that is owned or controlled by any of those bodies listed in subcategory (a); or

any international organisation such as the United Nations or the World Bank.

any officer, employee, or representative (including anyone elected, nominated, or appointed to be an officer, employee, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity;

any political party, political party official, or political party employee;

any candidate for public office;

any royal or ruling family member;

any agent or representative of any of those persons listed in subcategories (a) through (d).

listed on, or owned or controlled (as such terms, including any applicable ownership and control requirements, are defined and construed in the applicable Economic Sanctions Law or in any related official guidance) by a person or organisation listed on, a Sanctions List,

a government of a Sanctioned Territory,

an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Territory,

resident or located in, operating from, or incorporated under the laws of, a Sanctioned Territory, or

otherwise is subject to Sanctions or a target of any Economic Sanctions Law or that is acting on behalf of any of the persons listed in paragraphs (i) to (iv) above, for the purpose of evading or avoiding, or having the intended effect of or intending to evade or avoid, or facilitating the evasion or avoidance of any Economic Sanctions Law.

the documents made available via the Sellers Data Room and contained on the duplicate USB drives which have been provided by or on behalf of the Sellers to the Buyer or its advisers prior to the date of this Agreement; and

the Sellers Disclosure Letter.

a deed of termination in respect of a bunker procurement service agreement dated 1 January 2016 entered into between (i) Ultrabulk A/S and (ii) Target B;

a deed of termination in respect of a technical supervision agreement dated 1 July 2018 entered into between (i) Ultrabulk Shipholding A/S and (ii) Target B, and

a deed of partial termination in respect of a services agreement dated 1 January 2016, as amended by (i) an addendum to the services agreement dated 22 June 2018 and (ii) an addendum to the services agreement dated 1 July 2020 and entered into between (i) Ultranav Business Support ApS, (ii) Ultrabulk A/S, (iii) Seller B, (iv) Ultratank Shipping ApS, (v) Ultraship ApS and (vi) Target A.

in relation to the Buyer, the person who holds the position of Chief Executive Officer (or equivalent officer) of the Buyer from time to time or such other member of senior management with a similar level of responsibility in the Buyer Group as notified to the Sellers and the Guarantor from time to time; and

in relation to Sellers, the person who holds the position of CEO of the Guarantor (or equivalent officer) in the Sellers Group from time to time or such other member of senior management with a similar level of responsibility in the Sellers Group as notified to the Buyer.

all taxes, levies, duties and imposts and any charges, contributions, deductions or withholdings in each case in the nature of taxation regardless of whether any such taxes, levies, duties, imposts, charges, contributions, deductions and withholdings are chargeable directly or primarily against, or attributable directly or primarily to, the Target Group or any other person and of whether any amount in respect of any of them is recoverable from any other person; and

all penalties, charges, fines and interest relating to any of the above or in relation to any failure to comply with any law relating to any of the above.

any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);

any similar sales or turnover Tax, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such Taxes referred to in paragraph (a) above, or imposed elsewhere.

Construction of certain terms

Interpretation

unless otherwise defined in this Agreement, words and expressions defined in or for the purposes of the Companies Act in force as at the date of this Agreement (including “subsidiary undertaking” and “parent undertaking”) shall, where the context permits, bear the same meanings in this Agreement and the other Transaction Documents;

the expression “with full title guarantee” in relation to the sale of any Shares shall import the covenants implied by sections 2 and 3 of the Law of Property (Miscellaneous Provisions) Act 1994, but so that the operation of such covenants shall be extended so as to apply regardless of and shall not be affected by:

the fact (if such is the case) that any Sellers does not know or could not reasonably be expected to know about any charges, encumbrances or rights affecting such property; or

anything which at the time of the disposition is within the actual knowledge of the Buyer or which is a necessary consequence of facts that are then within the actual knowledge of the Buyer;

any reference to, or to a provision of, an enactment (other than the Companies Act) is a reference to it as it is in force from time to time and as from time to time amended, extended, re-enacted (with or without modification), consolidated or replaced or to any enactment which it re-enacts or supersedes (with or without modification) and includes all instruments or orders made under it except to the extent that any amendment, consolidation or re-enactment made after the date of this Agreement would increase the liability of any of the parties to this Agreement;

references to Clauses, recitals and Schedules are to clauses of and recitals and schedules to this Agreement and any reference to a paragraph is to a paragraph of the relevant Schedule;

words importing the singular include the plural and vice versa and words importing a gender include every gender;

references to times of day are to London time;

references to any particular law, statute, statutory provision or accounting principle applying in the United Kingdom or to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or to any legal concept, principle or state of affairs or thing shall be deemed to include a reference to any equivalent or substantially similar law, statute, statutory provision, accounting principle or legal term, concept, principle or state of affairs (if any) applying at the date of this Agreement or Completion in the country in which the relevant person is incorporated or resident for Tax purposes or trading or has previously traded, but so that in case there is no equivalent or substantially similar law, statute, statutory provision, accounting principle or legal term, concept or principle or state of affairs, or in case of conflict, any definition or meaning of or contained in the United Kingdom statute, statutory provision or accounting principle or English legal term, concept or principle or state of affairs shall apply or prevail, as the case may be;

references to any particular governmental, administrative or other authority or agency shall include references to any successor to any such authority or agency or any equivalent or substantially similar authority or agency in the country in which the relevant person is incorporated or trading or resident for Tax purposes or has previously traded;

reference to the memorandum and/or articles of association of a body corporate or unincorporate includes reference to its certificate or memorandum or articles of incorporation, by-laws and/or other constitutional documents;

any phrases introduced by the terms “including”, “include”, or any similar expression are to be construed without limitation and accordingly the rule known as the ejusdem generis rule shall not apply to this Agreement;

references to, or to a provision of, this Agreement or any Transaction Document or any other document are references to it as amended, restated, novated, substituted or supplemented from time to time, whether before or after the date of this Agreement;

references to any person include that person’s legal personal representatives and successors and any permitted assignee or transferee of such person;

references in this Agreement to any person shall, when construing any provision in relation to VAT or amounts in respect of VAT, be deemed at any time when such person (the “Relevant Person”) is a member of a VAT Group in relation to such VAT or amount in respect of VAT, to include a reference, where appropriate, to any other member of such VAT Group at such time;

references to Losses and Expenses incurred by a person shall not include any amount in respect of VAT included in such Losses and Expenses for which that person or a member of the same VAT Group is entitled to credit or repayment from any Taxation Authority;

any indemnity given pursuant to this Agreement is given on an after-Tax basis;

where any indemnity is given, or any amount is payable (the “Payment”) under this Agreement (the “Payment Obligation”) and such Payment Obligation is stated as being given on an “after-Tax basis”, that Payment shall be calculated in such a manner as will ensure that, after taking into account:

any Tax required to be deducted or withheld from the Payment;

the amount and timing of any additional Tax which becomes payable by the recipient of the Payment as a result of the Payment’s being subject to Tax in the hands of the recipient of the Payment; and

the amount and timing of any Tax benefit which is obtained by the recipient of the Payment to the extent that such Tax benefit is attributable to the matter giving rise to the Payment Obligation or to the entitlement to, or receipt of, the Payment, or to any Tax required to be deducted or withheld from the Payment,

Headings

AGREEMENT FOR SALE

Sale and purchase of Shares

Seller A shall sell the Target A Shares with full title guarantee to the Buyer and the Buyer shall purchase the Target A Shares; and

Seller B shall sell the Target B Shares with full title guarantee to the Buyer and the Buyer shall purchase the Target B Shares.

Absolute title to Shares; no security over Shares

Waiver of pre-emption rights

Sale of all Shares

CONSIDERATION

Payment of Consideration

COMPLETION

Timing and place of Completion

Sellers’ Completion obligations

Events at Completion

the directors of Target A approve for registration the transfers of the Target A Shares, subject to their being duly executed;

the persons specified in Schedule 7 have duly resigned as directors of each Target Group Company with effect from Completion, subject to Clause 4.5 below;

the person nominated by the Buyer is duly appointed as secretary of each Target Group Company (other than Target B and UltraShip ApS) with effect from Completion; and

any indebtedness in the nature of borrowings or other liability of the Sellers or any Sellers Group Company (excluding the Target Group) or any of their Connected Persons owed to the Target Group (whether due for payment or not but excluding trading debts arising in the ordinary course of business) is fully discharged in cash, with all interest accrued up to the date of Completion.

Buyer’s Completion obligations

deliver or procure that there are delivered to the Sellers each of the items set out in Part B of Schedule 2; and

issue the Consideration Shares to the Sellers (or as the Sellers may direct in writing) in the following proportions (in book-entry form, together with an executed certificate of the transfer agent of the Buyer certifying as to the book-entry issuance thereof), free from all Security Interests or other adverse interests, rights, equities, claims or potential claims of any description:

97.5% Consideration Shares to be issued to Seller A; and

2.5% Consideration Shares to be issued to Seller B.

Follow-up after Completion

procure that the Buyer’s ownership of the Target B Shares as well as the resignation of the board members and the auditors of Target B are duly registered with the Danish Business Authority;

hold a general meeting of Target A and Target B for the purposes of appointing new directors;

notify the Danish Business Authority of the appointments referred to in clause 4.5(b); and

forward documentation of the registration with the Danish Business Authority to Seller B and new auditors.

Replacement guarantees

SELLERS WARRANTIES

General

No claim for contribution

Warranties are separate and independent

Reduction in Consideration

Awareness of Sellers

Disclosure in Sellers Disclosure Letter

BUYER WARRANTIES

General

Warranties are separate and independent

Awareness of Buyer

Disclosure in Buyer Disclosure Letter

LIMITS ON LIABILITY

Limits on liability

RESTRICTIONS ON SELLERS

Non-disclosure of Target Group Business Information

General commercial information

Permitted disclosures

which is already in or subsequently enters into the public domain other than following a breach by the disclosing party of Clause 8.1; or

a bona fide disclosure of which is:

required to be made to a court, governmental, official, regulatory or stock exchange authority or to inspectors or others authorised by such an authority or by or under any legislation to carry out any enquiries or investigation or as otherwise required by any applicable legislation; or

made to the employees, officers, agents or professional advisers of the Sellers to the extent necessary for such persons to obtain the same for the purpose of discharging their responsibilities to the Sellers; or

to a Taxation Authority in connection with the management of the Tax affairs of the disclosing party or any person connected with that party,

No holding out

have any authority to act on behalf of the Target Group other than through the exercise of its governance rights under the Investor Rights Agreement or any other agreement with the Target Group entered into following Completion; or

in any way, whether directly or indirectly, use the Target Group Intellectual Property for business purposes other than to disclose its affiliation with the Target Group following Completion.

Non-competition

nothing in this Agreement shall prohibit, preclude or in any way restrict the Sellers Group Company or its Connected Persons, from: (i) purchasing or acquiring, or being the holder or beneficial owner of, up to five percent (5%) of the outstanding equity

subject to applicable anti-trust laws, nothing in this Agreement shall prohibit, preclude or in any way restrict any director of the Sellers Group Company or its Connected Persons from, whether in such director’s personal capacity or as a manager, partner, director, officer or other control person of an investment fund, investing in, participating in or directing the investment in, serving on the board of directors or similar governing body of, receiving information rights in or participating in other customary activities related to investments in, any Person that is engaged in a Competing Business.

Non solicitation

Restrictions generally

the restrictions set out in this Clause 8 operate as separate restrictions in relation to each Target Group Company or, in the case of Clause 8.6, each trade or business of the Target Group;

the restrictions set out in this Clause 8 taken separately and together, are not more onerous or extensive than is necessary to protect the value of the Shares and the ability of the Buyer to sell, or procure the sale of, the Shares or the shares or business of any Target Group Company or any part of them/or any part of the business of the Target Group, and are also fair and reasonable, having regard to all the circumstances, including the amount which it is to receive under this Agreement;

in the event that a court holds that any of the restrictions set out in this Clause 8 would be unenforceable unless some part of it were deleted or its scope were reduced (by being limited to a specific type of business, by its duration or geographic extent being reduced or in any other way), the restriction shall have effect, and shall be deemed always to have had effect, subject to such alterations to the extent they are necessary to prevent it from being unenforceable; and

each of the restrictions set out in this Clause 8 is separate from the others so that it will not be rendered unenforceable if (despite the above) all or any of the other restrictions is unenforceable.

Indemnity for breach of restrictions

Other existing or future obligations

GUARANTEE

Guarantor’s obligations

to procure that the Sellers shall perform punctually all of their obligations under the Transaction Documents and under all agreements entered into pursuant to them (including all variations, extensions and renewals of any such agreement);

that, if and whenever the Sellers shall be in default in the payment when due of any amount payable under any such agreement, the Guarantor shall immediately on demand pay all amounts then payable by the Sellers as though the Guarantor instead of the Sellers were expressed to be the principal debtor; and

to pay to the Buyer on demand an amount equal to any and all Losses and Expenses which it may pay or incur in collecting any amount payable by the Sellers or the Guarantor in connection with any matter referred to in this Clause 9.1 including:

the disputing and/or settlement of any claim under Clause 9.1 and any steps taken to avoid and advice sought in connection with any actual, threatened or anticipated claim;

any legal proceedings in which the Buyer makes a claim under Clause 9.1; and

the enforcement of any such settlement or judgment.

Guarantor’s liability not discharged

any release of or granting of time to the Sellers or other person or any other indulgence, waiver, consent, or concession being granted to the Sellers or other person;

the release of the Sellers or any other person under the terms of any composition or arrangement with any creditor of any Sellers Group Company;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, the Sellers or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Sellers or any other person;

any amendment, variation, renewal, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any agreement referred to in Clause 9.1(a) or any other document or security including any change in the purpose of any agreement referred to in Clause 9.1(a) or other document or security (other than an express release or variation of this guarantee); and

any other act, omission, dealing or matter of the Sellers (including any change in the constitutional documents of the Sellers) or the insolvency, liquidation, dissolution, reconstruction, amalgamation or bankruptcy or other similar proceedings of the Sellers.

Release of Guarantor’s obligations

Continuing guarantee

The guarantee contained in this Clause 9 is a continuing guarantee and will extend to the ultimate balance of sums payable by the Sellers under any Transaction Documents, regardless of any intermediate payment or discharge in whole or in part.

The guarantee contained in this Clause 9 is in addition to and not in substitution for any other security which the Buyer may now or after the date of this Agreement hold for the obligations of the Sellers under any agreement referred to in Clause 9.1(a). The Guarantor waives any right it may have of first requiring the Buyer to proceed against or enforce any other rights or security or claim payment from any person (including to commence any proceedings under any Transaction Document) before claiming or commencing proceedings under this Clause 9. This waiver applies irrespective of any law or any provision of a Transaction Document to the contrary.

Payment

Guarantor’s warranties

it has the requisite capacity, power and authority, and has taken all necessary corporate action to enable it, to enter into, and perform all its obligations under, this Agreement;

this Agreement constitute its legal, valid and binding obligations enforceable against it in accordance with its terms;

the execution and delivery of, and performance by, it of this Agreement does not and will not result in a breach of, or constitute any default under, any law or regulation applicable to it, any order, judgement or decree by any court or governmental agency to which it is a party or by which it is bound, its constitutional documents or any agreement to which it is a party;

all consents, licences, approvals and authorisations required for it to enter into and perform its obligations under this Agreement and the transactions contemplated by it have been obtained and are in full force and effect;

no action, suit, proceeding, litigation or dispute against it is presently taking place or pending or, to its knowledge, threatened which would or might reasonably be expected to inhibit its ability to perform its obligations under this Agreement; and

in so far as it is a body corporate:

it is a body corporate duly incorporated and existing under the laws of the jurisdiction in which it is incorporated;

no order has been made or petition presented or resolution passed for its winding up, no provisional liquidator has been appointed in relation to it, and no meeting has been convened for the purpose of its winding up, and it is not insolvent or unable to pay its debts as they fall due within the meaning of any insolvency legislation applicable to it;

no administration order has been made and no petition for such an order has been presented in respect of it and no notice has been given or filed in relation to the appointment of an administrator of it;

no receiver (which expression shall include an administrative receiver) has been appointed over the whole or any part of it’s property, assets and/or undertaking and there is no unfulfilled or unsatisfied judgment or court or tribunal order outstanding against it in relation to the foregoing;

no voluntary arrangement has been proposed or entered into by it with any of their respective creditors under any insolvency legislation applicable to it, nor has any scheme of arrangement of its affairs or other scheme or compromise or arrangement, in each case between it and its creditors or any class of its creditors been proposed, approved or sanctioned in respect of it; and

so far the Guarantor is aware, no events or circumstances have arisen which entitle or would reasonably be expected to entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in paragraphs 9.6(vi)(B) to (E) (inclusive) above.

DANISH JOINT TAXATION SCHEME

IMPLEMENTATION AND OTHER POST-COMPLETION OBLIGATIONS

Further assurances

Release of claims and liabilities

unconditionally releases each Target Group Company from all claims by, and all liabilities and obligations to, each Sellers Group Company and any of their Connected Persons (and each shall procure that each Sellers Group Company shall unconditionally release each Target Group Company from all claims by, and all liabilities and obligations to, each Sellers Group Company and any of their Connected Persons); and

confirms that no agreement or arrangement is outstanding as at the Completion Date under which such a claim against, liability of, or obligation by, any Target Group Company could arise.

Release of guarantees

Provision of information to satisfy regulatory requirements

At all times following Completion, the Sellers undertake to provide the Buyer as soon as reasonably practicable on request with all information in Sellers’ possession in relation to the Target Group if it is required for the purposes of complying with any requirement to make a bona fide disclosure to a court, governmental, official, regulatory or stock exchange authority or to inspectors or others authorised by such an authority or by or under any legislation to carry out any enquiries or investigation or as otherwise required by any applicable legislation or to a Taxation Authority in connection with the management of the Tax affairs of the Target Group or any entity within the Buyer Group.

From and after the date of this Agreement, the Sellers shall, and shall procure that each of their respective officers, employees and agents shall, provide the Buyer or any officer, employee or agent of the Buyer, at the sole expense of the Buyer and to the extent reasonably obtainable by the Sellers, with reasonable access to the data and financial information of the Targets and the Shares, as the Buyer may require in order to obtain or develop historical and/or pro forma financial information and other disclosures required by the Buyer to comply with the Buyer’s public reporting obligations under the Securities Act of

provide reasonable cooperation in connection with the preparation of each Exchange Act Report and Registration Statement & Prospectus or Offering Memorandum, including providing reasonable access to auditors, employees, books and records, and any financial data reasonably requested by the Buyer in connection therewith, but solely to the extent that any such information and/or cooperation is (A) reasonably necessary to include in an Exchange Act Report or Registration Statement & Prospectus or Offering Memorandum and (B) reasonably obtainable by the Sellers; and

use commercially reasonable efforts to cause its independent public accountants to provide any consent necessary for the filing of such documents and to deliver a customary comfort letter to the Buyer (in each case, at the sole expense of the Buyer) with respect to financial information for time periods before the Completion Date relating to the Transaction included as part of such documents.

To the extent not resolved prior to the Completion Date, the Sellers shall (at no cost to the Buyer or Ultraship Crewing Philippines, Inc) provide all reasonable assistance requested by the Buyer in order to ensure (and the Sellers shall exercise any rights either holds so as, to the extent possible, procure) that all necessary invoicing formalities are correctly completed and/or corrected in connection with the provision of services under the Manning Agreement dated 8 February 2018 and made between Ultraship ApS and Ultraship Crewing Philippines, Inc. In particular, but without limitation, the Sellers shall assist the Buyer and Ultraship Crewing Philippines, Inc. so as to ensure that the advice provided to Ultraship Crewing Philippines, Inc. by M. Ng & T. Lopez Partnership Firm in a letter dated 13 July 2021 and headed “Taxability on Proceeds of Advances for Manning Fees and Operating Expense Funds” is followed and implemented

COSTS

Responsibility for costs

Each party shall pay its own costs, charges and expenses in relation to the negotiation, preparation, execution and implementation of the Transaction Documents and any related matters and investigating the affairs of the Target Group. All stamp, transfer and registration taxes, duties and charges and all (if any) notarial fees payable in connection with the sale of Shares or the issuance of the Consideration Shares will be payable by the Buyer.

Each of the Sellers undertakes to the Buyer and agrees that that none of the costs referred to in Clause 12.1(a) and incurred by any Sellers Group Company shall be borne or otherwise payable by any Target Group Company (whether before or after Completion).

CONFIDENTIALITY AND ANNOUNCEMENTS

Non-disclosure

Restriction not applicable

if and to the extent agreed in writing by the Sellers and the Buyer, but such agreement shall not be unreasonably withheld or delayed;

to information that is already or subsequently enters into the public domain other than following a breach by the disclosing party of Clause 13.1; or

to information acquired by a party from an unconnected source free from any obligation of confidence to any other person.

Permitted disclosures

the extent necessary to vest the full benefit of this Agreement in the Buyer including informing trade connections of the Target Group after Completion of the change of ownership of the Targets;

the extent necessary to obtain any consents to the transactions contemplated by the Transaction Documents;

information, including, without limitation, any Transaction Document, required to be disclosed by the Sellers and/or the Buyer by or to a court, governmental, official, regulatory or stock exchange authority or to inspectors or others authorised by such an authority or by or under any applicable legislation to carry out any enquiries or investigation or as otherwise required by any applicable legislation, including, without limitation, any such information or Transaction Document required to be disclosed in order to comply with all applicable disclosure laws and regulations;

information disclosed to the employees, officers, agents, professional advisers of any party to the extent necessary or reasonable for such persons to obtain the same for the purpose of discharging their responsibilities;

information disclosed to or used only by any permitted assignee, or any prospective Buyer of any of the Shares or any material assets of any Buyer Group Company, or any prospective investor in any Buyer Group Company after Completion insofar as it is required for them to evaluate the proposed purchase and/or investment;

information disclosed in connection with any proceedings arising out of or in connection with this Agreement or any other Transaction Document to the extent necessary to protect its interests; or

information disclosed to a Taxation Authority in connection with the management of the Tax affairs of the disclosing party or any person connected with that party,

Press announcement

OTHER PROVISIONS

Entire agreement

Non-reliance and waiver

Assignment

This Agreement shall be binding on and enure for the benefit of each party’s successors and assigns. No party shall without the prior written consent of the other parties assign, transfer, charge or deal in any other manner with this Agreement or any of its rights (whether to damages or otherwise) arising under or in connection with this Agreement, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement, and any such assignment, transfer, charge or dealing shall be void for all purposes.

Right of set off, deductions and withholdings and Tax on payments

All amounts due from one party (the “payer”) to another (the “payee”) in connection with any Transaction Document shall be paid in full, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law).

If any deductions or withholdings are required by law to be made from any of the sums payable in connection with any Transaction Document, (excluding the Consideration where the deduction or withholding is not a Payer-Linked Deduction) the payer shall provide any evidence of the relevant withholding as the payee may reasonably require and shall pay to the payee any sum as will, after the deduction or withholding is made, leave the payee with the same amount as it would have been entitled to receive without that deduction or withholding.

If any sum payable by the payor to the payee under this Agreement (but, for the avoidance of doubt, excluding Consideration) is subject to Tax in the hands of the payee, the payor shall pay any additional amount required to ensure that the net amount received by the payee shall be the amount that the payee would have received if the payment was not subject to Tax.

If the payer makes an increased payment pursuant to Clause 14.4(b) or (c) and the payee receives a Relief in respect of the Tax that gives rise to such increased payment, the payee shall reimburse the payer such amount as shall leave the payee in the same position as it would have been in had no such deduction or withholding been required to be made.

Waivers, rights and remedies

No failure, omission or delay (in whole or in part) on the part of any person in exercising, enforcing or pursing any right or remedy provided by law or under any Transaction Document shall impair such right or remedy or operate as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude or restrict any other or further exercise of it or the exercise of any other right or remedy.

A waiver by any person of a breach of or default under any Transaction Document shall not constitute a waiver of any other breach or default, shall not affect the other terms of any Transaction Document or the rights of any other person to any Transaction Document and shall not prevent a party from subsequently requiring compliance with the waived obligation.

Any waiver (in whole or in part) of any right or remedy under this Agreement must be set out in writing, signed by or on behalf of the person granting the waiver and may be given subject to any conditions thought fit by the grantor and, unless otherwise expressly stated, any waiver shall be effective only in the instance and only for the purpose for, and in favour of the person to, which it is given.

Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to any Transaction Document are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law.

Notwithstanding any express remedy provided under this Agreement and without prejudice to any other right or remedy which any party may have, each party acknowledges and agrees that damages alone may not be an adequate remedy for any breach by it of the provisions of this Agreement, so that in the event of a breach or anticipated breach of such provision, the remedies of injunction and/or an order for specific performance or other equitable relief would in appropriate circumstances be available.

Variations

Provisions of Agreement or Transaction Documents severable

Counterparts

Third party rights

Sellers jointly and severally liable

Invalidity, waiver etc.; no effect on joint and several obligations

if any provision of any of the Transaction Documents is or becomes invalid or unenforceable as regards a Sellers, that shall not impair its validity or enforceability as regards the other Sellers; and

the Buyer is entitled to grant any time, indulgence, waiver or release (total or partial) to, or enter into any compromise or agreement with, any Sellers, and that shall not affect the liabilities or the obligations of the other Sellers.

NOTICES

General

Seller A

Seller B

Guarantor

the Buyer

Effective date or time of notices

a notice which is left at an address specified for the purposes of notices under this Agreement shall be deemed to be served, and shall take effect, at the time when it is delivered;

a notice which is sent by special delivery or recorded delivery (or by registered airmail, if applicable) is deemed to have been served, and shall take effect, at 10.00 am on the third Business Day after the date on which it was posted.

a notice which is sent by e-mail shall be deemed to be served, and shall take effect, after its transmission is completed.

Evidence of service

Service outside business hours

on a day which is not a Business Day; or

on a Business Day, but after 5.00 pm,

Illegible notices

Valid notices

Meaning of “notice” and “address”

Interference with notices

Provisions not applicable to court proceedings

GOVERNING LAW AND DISPUTES

English law

Escalation to Senior Management Representatives

the party seeking to commence such Negotiation shall give the other party written notice of the dispute, following which both parties’ Senior Management Representatives shall meet within 7 days of the notice being provided to discuss the dispute and seek to agree a resolution of the same within 21 days from that meeting; and

if the relevant Senior Management Representatives for both parties have agreed to enter into Negotiation but are unable to resolve the relevant dispute within the time period specified in Clause 16.2(a), then the matter shall be referred to and finally resolved by LCIA arbitration in accordance with Clause 16.3.

LCIA arbitration

the number of arbitrators shall be three. The Sellers shall nominate one arbitrator and the Buyer shall nominate the second arbitrator. If the Sellers or the Buyer fail to appoint an arbitrator within 28 days of receiving notice of the appointment of an arbitrator by the other party, such arbitrator shall be appointed by the LCIA Court. The two arbitrators nominated by or on behalf of the parties to the arbitration together shall provide to the parties a list identifying candidates that the two arbitrators recommend those parties consider appointing to be the third and presiding arbitrator, who shall act as chairperson of the tribunal. If the parties do not agree on the third arbitrator within 14 days of receiving the list of recommendations, then the third arbitrator shall be chosen by the LCIA Court (as defined in the LCIA Arbitration Rules);

the seat, or legal place, of arbitration shall be London; and

the language to be used in the arbitral proceedings shall be English.

Transfers in respect of the Target A Shares duly executed by Seller A as the registered holder in favour of the Buyer or an entity of the Buyer Group designated by the Buyer.

All certificates for the Target A Shares, together showing that the Target A Shares are registered in the name of Seller A or an indemnity in approved form for any lost certificates.

In respect of Target B, the original shareholders’ register with the Buyer duly registered as the holder of the Target B Shares.

A copy of the resolutions of the directors of Seller A, authorising the execution of this Agreement, and the other Transaction Documents which it is to execute pursuant to this Agreement.

Certificates or transcripts of registry (or the equivalent) from the relevant flag state authorities of each Vessel for the main registry of each Vessel dated not earlier than seven Business Days prior to Completion evidencing the registered ownership of the Vessels.

Class maintenance certificates (or equivalent) from the relevant classification society of each Vessel dated not earlier than seven Business Days prior to Completion showing that the Vessels are “in class” or “class maintained” without condition or recommendation.

A copy of the resignation letters in the approved form duly executed by the directors of the Target Group Companies listed at Schedule 7.

Evidence of any required corporate approvals to the transfer of the Target B Shares, including without limitation any approvals required pursuant to the articles of association of Target B.

A copy of the resolutions of the directors of Seller B, authorising the execution of this Agreement, and the other Transaction Documents which it is to execute pursuant to this Agreement.

A copy of the resolutions of the directors of the Guarantor, authorising the execution of this Agreement, and any other Transaction Documents which it is to execute pursuant to this Agreement.

A copy of any power of attorney or other instrument under which this Agreement, any transfer of any Shares or any other Transaction Document is executed on behalf of any Seller or the Guarantor.

Certificates in respect of all issued shares in the capital of each of the Subsidiaries, to the extent they are required to be certificated under each relevant organizational document.

Confirmations satisfactory to the Buyer in respect of the balances on each bank account of each Target Group Company at the close of business on the Business Day before the Completion Date.

To the extent not in the possession of a Target Group Company, all statutory and minute books (in every case written up to, but not including, the Completion Date), common seals, certificates of incorporation, certificates of incorporation on change of name, cheque books, bank mandates, government tax clearance and annual franchise duty tax receipts and other books and records (whether statutory, financial or otherwise) of each Target Group Company, and all certificates and documents of title relating to all the investments of each Target Group Company.

A copy of the Buyer Disclosure Letter duly acknowledging receipt of the same and the Buyer Disclosure Documents.

The duly executed Sellers Disclosure Letter and the other Sellers Disclosure Documents.

The duly executed Transitional Services Agreement.

The duly executed Investor Rights Agreement

The Services Agreements Termination Deeds duly executed in each case.

Amendment and restatement agreements in the approved form for each of the Target Group’s five secured financing facilities, duly executed by all parties thereto.

Evidence satisfactory to the Buyer that all conditions precedent contained in the amendment and restatement agreements referred to in paragraph 20 above have been satisfied.

A copy of the minutes of a meeting of the directors of the Buyer, authorising the execution of this Agreement and any other Transaction Document which it is to execute pursuant to this Agreement.

A copy of the Sellers Disclosure Letter duly acknowledging receipt of the same and the Sellers Disclosure Documents.

The duly executed Buyer Disclosure Letter and the other Buyer Disclosure Documents.

The duly executed Investor Rights Agreement.

A copy of any power of attorney or other instrument under which this Agreement or any other Transaction Document is executed on behalf of the Buyer.

New guarantees in the approved form in relation to each of the amended and restated finance agreements in respect of the Target Group’s five secured financing facilities, duly executed by all parties thereto.

THE TARGETS AND THE SHARES

Information

The information set out in Parts A, B, C and D of Schedule 1 regarding the Target Group Companies is true and accurate.

Each Target Group Company is duly incorporated or formed and validly exists under the laws of its jurisdiction of incorporation or formation.

Title to Shares

The Shares constitute one hundred per cent of the issued and allotted share capital of the Targets.

Seller A is the sole legal and beneficial owner of Target A Shares.

Seller B is the sole legal and beneficial owner of the Target B Shares.

The Shares have been properly allotted and issued and are fully paid or credited as fully paid.

There is no Security Interest, option, conversion right, right to acquire, or other adverse interest, right, equity, claim or potential claim of any description on or over or affecting any of the Shares nor are there any agreements, arrangements or commitments to give or create any such encumbrance and, as far as the Sellers are aware, no claim has been made by any person to be entitled to any of the foregoing.

Target B is the legal owner of shares representing 25% of the entire issued share capital of Ultraship Crewing Philippines, Inc.

No share certificates have been issued in respect of the Target B Shares.

No arrangements relating to share capital

Dividends

No agreement/arrangement

the transfer or disposal of any Shares or any interest in such Shares or any restriction on them or obligation relating to them;

the exercise of votes at meetings of the board of the Target or of the holders of any class of Shares; or

the right to appoint or remove any directors of the Target.

Joint ventures etc.

has, and none has agreed to, act or carry on business in partnership with any other person who is not another Target Group Company; and

is, and none has agreed to become, a member of any joint venture, corporate or unincorporated body, or undertaking (excluding in each case any other Target Group Company).

THE SELLERS

Capacity of Sellers

it has the requisite capacity, power and authority, and has taken all necessary corporate action to enable it, to enter into, and perform all its obligations under, the Transaction Documents to which it is a party;

the Transaction Documents to which it is a party constitute (or will constitute when executed) its legal, valid and binding obligations enforceable against it in accordance with their terms subject to the following matters:

each other party to the Transaction Documents to which it is a party having the capacity, power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party;

the due execution and delivery of the Transaction Documents to which it is a party by all other parties to such Transaction Documents; and

applicable legislation relating to bankruptcy, fraudulent conveyance, moratorium, insolvency, liquidation, reorganisation and other legislation of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principals relating to enforceability, whether considered in a proceeding in equity or law.

it is entitled to sell and transfer the full legal and beneficial ownership in the Shares owned by such Seller to the Buyer on the terms set out in this Agreement;

the execution and delivery of, and performance by, it of the Transaction Documents to which it is a party does not and will not result in a breach of, or constitute any default under, any law or regulation applicable to it, any order, judgement or decree by any court or governmental agency to which it is a party or by which it is bound, its constitutional documents or any agreement to which it is a party;

all consents, licences, approvals and authorisations required for it to enter into and perform its obligations under the Transaction Documents to which it is a party and the transactions contemplated by them have been obtained and are in full force and effect;

No action, suit, proceeding, litigation or dispute against it or any Seller Group Company and/or any of its Connected Persons is presently taking place or pending or, to its knowledge, threatened which would or might reasonably be expected to inhibit its ability to perform its obligations under the Transaction Documents to which it is a party; and

in so far as it is a body corporate:

it is a body corporate duly incorporated and existing under the laws of the jurisdiction in which it is incorporated;

no order has been made or petition presented or resolution passed for winding up either of the Sellers, no provisional liquidator has been appointed in relation to it, and no meeting has been convened for the purpose of winding up either of the Sellers, and neither Seller is insolvent or unable to pay its debts as they fall due within the meaning of any insolvency legislation applicable to such Seller;

no administration order has been made and no petition for such an order has been presented in respect of either of the Sellers and no notice has been given or filed in relation to the appointment of an administrator of either of the Sellers;

no receiver (which expression shall include an administrative receiver) has been appointed over the whole or any part of the Sellers’ property, assets and/or undertaking and there is no unfulfilled or unsatisfied judgment or court or tribunal order outstanding against it in relation to the foregoing;

no voluntary arrangement has been proposed or entered into by either of the Sellers with any of their respective creditors under any insolvency legislation applicable to the relevant Seller, nor has any scheme of arrangement of its affairs or other scheme or compromise or arrangement, in each case between it and its creditors or any class of its creditors been proposed, approved or sanctioned in respect of either of the Sellers; and

so far as the Sellers are aware, no events or circumstances have arisen which entitle or would reasonably be expected to entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in paragraphs 2.1(g)(i) to (v) (inclusive) above.

Sellers/Targets relationship

owe any indebtedness or other liability to any Target Group Company whether actually or contingently, whether solely or jointly with any other person and whether as principal or surety, and there is no such indebtedness or liability due or owing by any Target Group Company to the Sellers or any Sellers Group Company or any of their Connected Persons and there is no guarantee or Security Interest in respect of any such indebtedness or liability outstanding; or

is entitled to a claim of any nature against any Target Group Company or has assigned to any person the benefit of a claim against any Target Group Company to which it would otherwise be entitled.

THE SUBSIDIARIES

Subsidiaries

Each Subsidiary is duly incorporated or formed and validly exists under the laws of its jurisdiction of incorporation or formation.

No other subsidiaries

Title to shares of Subsidiaries

One of the Targets or the relevant Target Group Company is the sole legal and beneficial owner of the whole of the issued share capital of each of the Subsidiaries as shown in Parts C and D of Schedule 1, and no claim has been made by any person to be entitled to any such share capital.

There is no Security Interest, option, conversion right, right to acquire, or other adverse interest, right, equity, claim or potential claim of any description on or over or affecting any of the shares in the capital of any of the Subsidiaries (excluding any such interest, option, right, equity or claim in favour of another Target Group Company) nor are there any agreements, arrangements or commitments to give or create any such encumbrance.

No historic share transfers made in respect of any Target Group Company constitutes a breach of, or constitutes any default under, any law or regulation applicable to such Target Group Company or any order, judgement or decree by any court or governmental agency to which such Target Group Company is a party or by which it is bound, its constitutional documents or any agreement to which it is a party at the time such transfers were made and all taxes due in respect of all such share transfers have been duly paid.

The execution and delivery , and performance by it, of the Transaction Documents to which it is a party do not and will not result in a breach of, or constitute any default under, any agreement to which Ultraship Crewing Philippines, Inc. is a party.

No arrangements relating to share capital

ACCOUNTS AND FINANCIAL MATTERS

Target Group Accounts

show a true and fair view of the state of affairs of each Target Group Company as at the Target Group Accounts Date, and of their profit or loss and total comprehensive income for the accounting period ended on the Target Group Accounts Date;

have been properly prepared in accordance with:

Danish GAAP, in the case of the consolidated Target Group Accounts relating to Target A and the Target A Subsidiaries;

Danish GAAP, in the case of each of Ultragas ApS and Ultraship ApS;

Philippine Financial Reporting Standards for small Entities, in the case of Ultraship Crewing Philippines Inc.; and

in respect of each other Target Group Company, the generally acceptable accounting principles applicable to the jurisdiction of that Target Group Company; and

have been audited by an individual or firm registered to act as auditors in the jurisdiction of incorporation or formation of the relevant Target Group Company and the auditors’ reports on the Target Group Accounts are unmodified.

Target Group Management Accounts

POSITION SINCE ACCOUNTS DATE

Events since Target Group Accounts Date

there has been no material adverse change in the financial position of the Target Group taken as a whole;

the business of the Target Group has been carried on in the ordinary and usual course without interruption and as a going concern and in the same manner (including nature and scope) as immediately before the Target Group Accounts Date;

no Target Group Company has acquired or disposed of any material assets or assumed or incurred any liabilities of a material amount, or agreed to do any of the foregoing, in each case other than in the ordinary and usual course of its business;

no Target Group Company has entered into, or agreed to enter into, any commitments involving capital expenditure exceeding $1,000,000 in the aggregate;

no change has been made in the annual base salary, benefits or other terms of employment of any director or employee of any Target Group Company which would increase the aggregate annual employment-related costs of any Target Group Company by more than 5% per annum;

save as provided in the Target Group Accounts, no dividend, bonus issue or other distribution of capital or income has been declared, made or paid by any Target Group Company, other than to another Target Group Company; and

other than as Disclosed, no Target Group Company has (i) made any payments to the Sellers or any Sellers Group Company (other than another Target Group Company) or any of their Connected Persons or any director of any such person, in each case other than payments for goods or services in the ordinary course of business and payments of salary, bonus, fees, costs and expenses and other amounts paid pursuant to a director’s terms of engagement, or (ii) so far as the Sellers are aware, sold any material property at a price less than the full market value of such property to any such person.

AGREEMENTS

Unusual agreements

for the grant or creation by any Target Group Company of any Security Interest over any of its assets;

whether by way of guarantee, indemnity or otherwise, under which any Target Group Company is or may become liable for any obligation of any other person;

for any partnership, joint venture, European Economic Interest Grouping or consortium arrangement or similar or any arrangement with shareholders or for sharing commissions or other income;

appointing any person not in the Target Group as agent of or for any Target Group Company;

excluding drydocking-related expenses, which involves or is likely to involve an aggregate expenditure in excess of $1,000,000;

which includes the payment by the relevant Target Group Company of any commission, finder’s fee, royalty or the like, other than in the ordinary course of business;

which includes the payment by the relevant Target Group Company of any retention or loyalty payment or similar to an employee or any other person other than ordinary course bonuses;

containing covenants limiting or excluding any Target Group Company’s rights to do business and/or to compete in any area or in any field or with any person; and

for the postponement or subordination of any Indebtedness.

Disclosure of material contracts

relating to the employment of a Vessel for a period of longer than six calendar weeks where all parties’ obligations and/or liabilities thereunder have not been fully discharged or satisfied;

relating to the financing of a Vessel where all parties’ obligations and/or liabilities thereunder have not been fully discharged or satisfied; and/or

which represents an actual, contingent or potential benefit or liability to the relevant Target Group Company of $2,500,000 or more.

Enforceability of and compliance with agreements

there are no written or oral agreements which derogate from the obligations of any person other than the relevant Target Group Company or increase the obligations of the relevant Target Group Company under such Material Contract;

each such Material Contract is valid and subsisting and has not been terminated and is fully enforceable in accordance with its terms and none of such Material Contracts is subject to a Security Interest granted or created by the relevant Target Group Company other than under the terms of the relevant Material Contract;

no Target Group is, and so far as the Sellers are aware, no counterparty to a Material Contract with a Target Group Company is, in material breach of, or material default under, the terms of any such Material Contract and no material time or indulgence has been granted by the relevant Target Group Company to any such counterparty in relation to any such Material Contract;

the relevant Target Group Company has fulfilled in all material respects all of its obligations and performed and observed in all material respects all warranties, undertakings, covenants and agreements on its part to be fulfilled, performed and observed under each of such Material Contracts and, so far as the Sellers are aware, there are no circumstances likely to give rise to a material default by the relevant Target Group Company;

so far as the Sellers are aware there are no grounds upon which, on the basis of circumstances which have existed or are now existing, any counterparty to a Material Contract could terminate its obligations to the relevant Target Group Company or rescind or avoid or repudiate or unilaterally change the terms of any Material Contract by reason of any default in, or non-performance of, or fundamental breach or repudiation by the relevant Target Group Company of, its obligations under such Material Contract. No written notice of any intention to terminate, repudiate, rescind or disclaim any Material Contract has been given by any Target Group Company or received by any Target Group Company from the counterparty to such Material Contract;

all necessary licences, approvals and consents required by the relevant Target Group Company prior to the entry into of each of relevant Material Contract and for its continuation were duly obtained and are subsisting and, so far as the Sellers are aware, no circumstances have arisen which would reasonably be expected to lead to withdrawal or failure to renew, if applicable, of any such licence, approval or consent; and

there are no outstanding claims, separately or in the aggregate, of material amounts brought by any counterparty to a Material Contract against the relevant Target Group Company under such Material Contracts and, so far as the Sellers are aware, no counterparty to any Material Contract has threatened in writing to make a claim against the relevant Target Group Company in respect of any representation, breach of condition or warranty or other express or implied term relating to any such Material Contracts.

No powers of attorney

Offers and tenders

Directors

CHANGE OF CONTROL

The sale of the Shares under this Agreement will not:

entitle any person to determine or terminate any material contract or arrangement with any Target Group Company;

result in the breach by any Target Group Company under any of the terms, conditions or provisions of any Material Contract to which any Target Group Company is now a party or any loan to or mortgage created by any Target Group Company;

result in any present or future Indebtedness becoming due and payable or capable of being declared due and payable prior to its stated maturity; and

entitle any person to receive from any Target Group Company any finder’s fee, brokerage or other commission in connection with the sale of the Shares.

FINANCIAL ARRANGEMENTS

Indebtedness

Other than as Disclosed, no Target Group Company has outstanding nor has it agreed to incur any Indebtedness.

There is no outstanding guarantee, indemnity or Security Interest given by any Target Group Company in respect of any Indebtedness or liability of any other person which is not a Target Group Company.

Loans by the Targets

Save as Disclosed, no Target Group Company has made any loans which have not been repaid to it (other than normal trade credit).

No Target Group Company have any liabilities under any loan facilities or credit (other than normal trade credit).

ASSETS

Title to assets

All assets required for business

REAL ESTATE

Properties owned

No Target Group Company owns any freehold property.

Details of the leasehold property occupied by the Target Group Companies have been Disclosed and comprise all the properties owned, occupied or used by the Target Group or in which the Target Group has any interest and the description of the properties Disclosed is true, complete and accurate.

INTELLECTUAL PROPERTY RIGHTS

Ownership of Intellectual Property

legally and beneficially vested in a Target Group Company as the sole owner; or

licensed to the appropriate Target Group Companies under valid licenses, the effectiveness of which is not affected by Completion,

Registered Trade Marks

No infringements

Target Group IP Licences

IT SYSTEMS

Target Group IT Systems owned

No failure of Target Group IT Systems

Adequate capability

ENVIRONMENTAL/HEALTH AND SAFETY

End of Life Vessels

So far as the Sellers are aware, any Former Vessel which became an ELV while in UK or EEA waters has been recycled in accordance with the EU Ship Recycling Regulation or in compliance with the EU Waste Shipment Regulation (as the case may be).

So far as the Sellers are aware, any Former Vessels which were not registered under a flag of the UK or EEA at the point they became an ELV have been recycled in yards which conform to the Hong Kong Convention.

INSURANCE

Insurance policies in place

Policies valid and in force

nothing has been done or has been omitted to be done as a result of which any of such insurance policies has or may become void or voidable or which would affect renewal of the policies or increase premiums to a higher level than would be expected compared to normal increases due to market conditions; and

all premiums payable in respect of such insurance policies have been duly paid.

No claims

LITIGATION AND OTHER DISPUTES

No proceedings

No orders or judgements

No claims

COMPLIANCE WITH LEGAL REQUIREMENTS

Compliance by Target Group and officers

Filings

Constitutional documents

Books and records

Licences and consents

Each Target Group Company has obtained all material licences (including statutory licences), permissions, authorisations, consents, registrations and exemptions (for purposes of this warranty 16.5(a), “licences”) required by law for the operation of its business (including in all places in which it is carried on) as currently operated and has complied in all material respects with such licences. Such licences are in full force and effect.

No Target Group Company has received any written notice relating to the non-compliance with, or continuation or renewal on less favourable terms of or modifications, revocation or non-renewal of, any such licences.

Anti-corruption

No Target Group Company or, so far as the Sellers are aware, director, officer, employee or any other Associated Person of any Target Group Company has at any time in the last three years engaged in any activity, practice or conduct which would constitute an offence under Anti-Corruption Legislation.

The Target Group has in place Adequate Procedures designed to prevent its Associated Persons from undertaking any conduct which would constitute an offence under Anti-Corruption Legislation.

No Target Group Company nor, so far as the Sellers are aware, any of their respective Associated Persons is or has been in the last three years the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under Anti-Corruption Legislation. So far as the Sellers are aware, no such investigation, inquiry or proceedings have been threatened or are pending and, so far as the Sellers are aware, there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

No contract or commitment which has been entered into by any Target Group Company has been procured or obtained as the consequence of the payment to or receipt by any of the Sellers or any persons who are or were directors, officers, employees or other Associated Persons of any Target Group Company (or any person connected with any of the same) of any bribe or other corrupt payment or benefit.

No investigations and inquiries

PUBLIC GRANTS AND SUBSIDIES

No grants

EMPLOYMENT

Employees

The Target Group Companies are in material compliance with all applicable laws relating to labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters.

Except for instances that would not be, individually or in the aggregate, material to the Target Group, taken as a whole, no Target Group Company has received notice of (i) any unfair labor practice charge or complaint against such Target Group Company pending before the National Labor Relations Board or any other Government Entity, (ii) any charge or complaint against such Target Group Company pending before any Government Entity responsible for the prevention of unlawful employment practices or (iii) any complaint or lawsuit against such Target Group Company concerning employees or former employees of such Target Group Company alleging employment discrimination or violations of occupational safety and health requirements pending before a court of competent jurisdiction. To the knowledge of the Sellers, all individuals who provide services to the Target Group Companies have at all times been accurately classified by the Target Group Companies with respect to such services as an employee or a non-employee.

No collective bargaining

No industrial action

Share options/incentive plans

PENSIONS

Pension schemes

The Pension Schemes of the Target Group Companies are the only arrangements under which any Target Group Company has or may have any obligation to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present officers and employees.

Details of the Pension Schemes of the Target Group Companies are set out in the Sellers Disclosure Documents.

No proposal or announcement has been made to any Target Group Personnel as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit.

Compliance

No defined benefit schemes

No liabilities

No claims

TAXATION

All Tax for which each Target Group Company is liable, or has been liable, to account within the four years prior to the date of this Agreement has been duly paid or has been provided for in the Target Group Accounts.

Each Target Group Company has, in the four years prior to the date of this Agreement, made all deductions, withholdings or retentions on account of Tax that it was obliged to make from any payments made and has correctly accounted to the appropriate authority for all amounts so deducted, withheld or retained within all applicable time limits.

Each Target Group Company has, in the four years prior to the date of this Agreement, maintained all records, invoices, and information in relation to Tax which it is required to maintain in accordance with applicable law.

All returns required to be submitted and all information required to be supplied to a Taxation Authority in the four years prior to the date of this Agreement, have been submitted, supplied, or made in accordance with applicable law and within applicable time limits.

No Target Group Company is involved in any dispute in relation to Tax with any Taxation Authority and no notice has been received by a Target Group Company of any audit, examination, or enquiry in relation to Tax with any Taxation Authority.

All financing costs, including interest, discounts and premiums payable by any Target Group Company in respect of its loans and amounts payable by any Target Group Company in respect of its derivatives contracts, are deductible in computing their profits, gains or losses for Tax purposes.

The Sellers Disclosure Letter contains details of any concessions, agreements, and arrangements that any Target Group Company has entered into with a Taxation Authority in the four years prior to the date of this Agreement.

Except for the Danish Target Group Companies, no Target Group Company:

is a member of a consolidated group or fiscal unity for Tax purposes nor has it been a member within the four years prior to the date of this Agreement;

is a party to any agreement relating to the use of Group Relief (nor has any Target Group Company been a party to any such agreement within the four years prior to the date of this Agreement); and

has entered into any arrangements for the payment of Tax liabilities which are the primary obligation of any other party in the four years prior to the date of this Agreement.

Each Target Group Company is treated as resident for Tax purposes only in its jurisdiction of incorporation and has not, at any time in the four years prior to the date of this Agreement, been treated as resident or as having a permanent establishment or subject to Tax in any other jurisdiction for the purposes of any double taxation agreement or for any other Tax purposes.

All transactions or arrangements entered into in the four years prior to the date of this Agreement between, on the one hand, any Target Group Company and, on the other hand, any other Target Group Company or any Seller Group Company, have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case, been fully documented to the extent required by applicable law. No notice, enquiry or adjustment has been made by any Taxation Authority in connection with any such transactions or arrangements.

No Target Group Company has been involved in any transaction or series of transactions the main purpose, or one of the main purposes of which, was the avoidance of Tax and no Target Group Company is aware or has been notified that a disclosure under EU Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU is or will be required in relation to any transaction entered into by any Target Group Company.

Each member of the Target Group Company which is required to be registered for VAT purposes in any jurisdiction is so registered.

No Target Group Company is, or has in the four years prior to the date of this Agreement been, a member of a group for the purposes of VAT other than with companies that are Target Group Companies.

Any document that may be necessary in proving the title of any Target Group Company to any asset which it owns at Completion (and which was subject to stamp duty or a transfer or registration tax) is duly stamped for stamp duty purposes or has had any transfer or registration tax due in respect of it paid.

No charge to Tax will arise on a Target Group Company by virtue of the entering into and/or completion of this Agreement.

Target B and each of the Target B Subsidiaries has validly elected for entry into the Danish Tonnage Tax Regime and have conducted their business in accordance with the qualifying conditions for that regime such that income, profits and gains of its shipping related activity fall only to be taxed in accordance the Danish Tonnage Tax Regime. The strategic and commercial management of the qualifying vessels operated by Target B and the Target B Subsidiaries has, since 2017 always taken place in Denmark or another EU member state for the purposes of the Danish Tonnage Tax Regime.

All income and expenses of Target B and the Target B Subsidiaries have been appropriately allocated as either falling inside or outside of the Danish Tonnage Tax Regime.

All Tax and other contributions deductible and payable under the equivalent Danish tax PAYE system (including employer tax obligations such as withholding taxes on payment of salary, including but not limited to A tax (A-skat) and labour market contributions, the DIS Taxation Scheme and/or any other Tax legislation have, so far as required to be deducted, been deducted from all payments made (or treated as made) by Target B and the Target B Subsidiaries. All amounts due to be paid to the relevant Taxation Authority in relation to the taxation of seafarers and other employees prior to the date of this agreement have been so paid by the due date, including, without limitation, all Tax chargeable on benefits provided for directors, employees or former employees of Target B and the Target B Subsidiaries or any persons required to be treated as such.

Target A and the Target A subsidiaries are not treated as tax resident in Chile, or otherwise subject to tax in Chile, as a result of holding board meetings within Chile (or otherwise) and have not received any Chilean source income that may have given rise to a liability to tax in Chile.

The appointment of Danish resident attorneys-in-fact for the purposes of conducting the business of Target A and the Target A subsidiaries has not created any liability to tax, or an obligation to register for tax, in Denmark, for Target A or any Target A subsidiary.

Target A and the Target A Subsidiaries have not made any intercompany loans to, and are not otherwise entitled to receive payments of interest or dividends from, Target B or the Target B Subsidiaries or any other company resident in Denmark for tax purposes.

Ultraship ApS has no liability under the Manning Agreement dated 8 February 2018 and made between Ultraship ApS and Ultraship Crewing Philippines, Inc. to make any additional payments to Ultraship Crewing Philippines, Inc. in relation to Taxation for any period prior to the Completion.

MISCELLANEOUS

Effect of entering into this Agreement

conflict with or result in the breach of or constitute a default under any of the terms, conditions or provisions of:

any agreement or instrument to which any Target Group Company is now a party;

the constitutional documents of any Target Group Company or give rise to or cause to become exercisable any right of pre-emption or right of first refusal; or

any loan to or mortgage created by any Target Group Company or any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character to which any property of any Target Group Company is subject or by which any Target Group Company is bound;

result in any present or future Indebtedness becoming due or capable of becoming due and payable prior to its stated maturity;

relieve any other party to an agreement or arrangement with any Target Group Company of its obligations under such agreement or arrangement (whether contractual or otherwise) or enable it to vary or terminate its rights or obligations under such agreement or arrangement or determine any right or benefit enjoyed by any Target Group Company or to exercise any right, whether under an agreement with, or otherwise in respect of, any Target Group Company; and

result in the creation or imposition of any Security Interest on any assets of any Target Group Company.

No brokers fees

INSOLVENCY

No winding up

No administration order

No receiver

No arrangements with creditors

No charging or garnishee order, etc.

No circumstances arisen

VESSELS

General

Ownership of Vessels etc.

The relevant Target Group Company identified in Schedule 1 is the registered owner of each of the Vessels in the relevant flag free of all maritime liens, liens, encumbrances, mortgages and any other debts whatsoever and other Security Interests and each Vessel is in the possession and control of such Target Group Company.

So far as the Sellers are aware: (i) no events have occurred which could reasonably be expected to give rise to the assertion of a lien (whether or not a maritime lien), any other debts whatsoever or any other Security Interest over a Vessel and (ii) there are no actual or pending or threatened claims, actions or proceedings against any of the Vessels.

Registration, classification, compliance etc.

each Vessel is registered in the name of the relevant Target Group Company under and pursuant to the flag and law of the jurisdiction applicable thereto and all current fees due and payable in connection with such registration have been, or will at Completion be, paid;

each Vessel is entered with a Classification Society and has the appropriate classification rating issued by such Classification Society for a vessel of the type, age and class of such Vessel;