Exhibit 10.10


 


FORM OF


 


TRANSITION SERVICES AGREEMENT


 


This TRANSITION SERVICES
AGREEMENT (this “Agreement”) is entered into this   , by and between Overseas Shipholding Group, Inc.,
a Delaware corporation (“OSG”), and International Seaways, Inc. (f/k/a OSG International, Inc.), a Marshall
Islands corporation (“INSW,” and, together with OSG, each a “Party” and collectively, the
“Parties”).


 


RECITALS


 


WHEREAS, upon the terms
and subject to the conditions of a Separation and Distribution Agreement by and among OSG and INSW, dated as of      (the “Separation
Agreement”), at the Effective Time (as defined below), OSG will distribute all of the outstanding shares of common stock
of INSW, each without par value (the “Common Stock”), held by OSG on a pro rata basis to holders of OSG’s
common stock and warrants (the “Spin-Off”);


 


WHEREAS, the Spin-Off will
separate OSG and INSW into two distinct businesses;


 


WHEREAS, in connection
therewith OSG desires that INSW provide, through the INSW Service Providers (as defined below), to the INSW Service Recipients
(as defined below) certain transition services (the “INSW Services”) with respect to the operation of the INSW
Service Recipients following the Closing Date (as defined below), as such are more fully described in Schedule A hereto
(as such Schedule A may be amended in accordance with the terms hereof), and INSW desires to provide such INSW Services;
and


 


WHEREAS, in connection
therewith INSW desires that OSG provide, through the OSG Service Providers (as defined below), to the OSG Service Recipients (as
defined below) certain transition services (the “OSG Services”) with respect to the operation of the OSG Service
Recipients following the Closing Date (as defined below), as such are more fully described in Schedule A hereto (as such
Schedule A may be amended in accordance with the terms hereof), and OSG desires to provide such OSG Services.


 


NOW, THEREFORE, in consideration
of the promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereto hereby agree as follows:


 


Article
I


DEFINITIONS


 


1.1          Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to such terms, either directly or indirectly by cross-reference
to the Separation Agreement, as it may be amended from time to time in accordance with the terms thereof. The following capitalized
terms shall have the meanings set forth below:


 




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“Affiliate” of a specified
person means a person who, directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common
control with, such specified person. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this
Agreement, (a) no member of the OSG Group (as defined in the Separation Agreement) shall be deemed to be an Affiliate of any member
of the INSW Group (as defined in the Separation Agreement) and (b) no member of the INSW Group shall be deemed to be an Affiliate
of any member of the OSG Group.


 


“Agreement” shall have the
meaning assigned thereto in the preamble.


 


“Closing Date” shall mean
the date on which the Spin-Off contemplated by the Separation Agreement is consummated.


 


“Control” (including the
terms “controlled by” and “under common control with”) means the possession, directly or
indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.


 


“Customer Information” shall
have the meaning assigned thereto in Section ‎4.1(b).


 


“Dedicated Employee” shall
have the meaning assigned thereto in Section ‎7.14.


 


“Dispute Escalation Notice”
shall have the meaning assigned thereto in Section ‎2.9(f).


 


“Effective Time” shall mean
the time that the Spin-Off is consummated.


 


“End Date” shall have the
meaning set forth in Section ‎2.8.


 


“Final Coordinator” shall
have the meaning assigned thereto in Section ‎2.9(a).


 


“Force Majeure Event” means
any act of God, fire, flood, storm or explosion; any strike, lockout or other material labor disturbance; any material shortage
of facilities, labor, materials or equipment; any delay in transportation, breakdown or accident; any Law; any riot, war, act of
terror, rebellion or insurrection; any embargo or fuel or energy shortage; any material interruption in telecommunications, Internet
or utilities services; or any other event, in each case beyond the control of a Party and that actually prevents, hinders or delays
such Party from performing its obligations under this Agreement.


 


“Governmental Authority”
means any supra national, national, federal, state or local governmental, regulatory, judicial or administrative authority, agency
or commission, or securities or broker-dealer industry self-regulatory organization.


 


“INSW” shall have the meaning
assigned thereto in the preamble.


 


“INSW Data” means all data
that comprises part of the INSW Assets (as defined in the Separation Agreement).


 


“INSW Migration Services”
shall have the meaning assigned thereto in Section ‎6.7.


 




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“INSW Services” shall have
the meaning assigned thereto in the recitals.


 


“INSW Service Provider” means
each entity providing INSW Services.


 


“INSW Service Recipient”
means OSG and certain of its Affiliates.


 


“INSW Transition” shall have
the meaning assigned thereto in Section ‎6.7.


 


“Interest Rate” means a rate
equal to the rate of interest publicly announced by Citibank N.A. in the City of New York from time to time during such period,
as such bank’s prime lending rate.


 


“Law” means any statute,
law, rule, regulation, requirement, ordinance, decree, directive, order, writ, judgment, interpretation, stipulation, determination,
award, injunction, temporary restraining order, cease and desist order or other order promulgated by any Governmental Authority,
or any capital plan, supervisory agreement or memorandum of understanding with any Governmental Authority.


 


“Liabilities” means, with
respect to any Person, any and all liabilities, and obligations of such Person, whether absolute, accrued, contingent, reflected
on a balance sheet (or in the notice thereto) or otherwise, including those arising under or in connection with any Law, action,
order, and those arising under any contract, commitment or undertaking and including tax liabilities.


 


“Licensed Space” shall have
the meaning set forth in Section ‎2.10.


 


“Loss” shall mean any and
all losses, Liabilities, claims, damages, obligations, payments, costs and expenses (including any and all Liabilities, costs and
expenses associated with any actions and reasonable attorneys’ fees and expenses in connection therewith); provided, that
the foregoing does not include any Loss arising out of or relating to any claim for indirect, incidental, special, consequential
or punitive damages, or, without limitation, property damage or lost profits.


 


“Materials” shall have the
meaning assigned thereto in Section ‎6.6.


 


“Migration Services” shall
have the meaning assigned thereto in Section ‎6.7.


 


“Omitted Service” shall have
the meaning assigned thereto in Section ‎2.3.


 


“OSG” shall have the meaning
assigned thereto in the preamble.


 


“OSG Data” means all data
that comprises part of the OSG Assets (as defined in the Separation Agreement).


 


“OSG Migration Services”
shall have the meaning assigned thereto in Section ‎6.7.


 


“OSG Services” shall have
the meaning assigned thereto in the recitals.


 


“OSG Service Provider” means
each entity providing OSG Services.


 




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“OSG Service Recipient” means
INSW and certain of its Affiliates.


 


“OSG Transition” shall have
the meaning assigned thereto in Section ‎6.7.


 


“Party” or “Parties”
shall have the meaning assigned thereto in the preamble.


 


“Person” shall mean any individual,
corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated
organization or any other entity or organization, including, without limitation, any Governmental Authority.


 


“Representative” shall have
the meaning assigned thereto in Section ‎4.1(a).


 


“Separation Agreement” shall
have the meaning assigned thereto in the recitals.


 


“Service Coordinators” shall
have the meaning assigned thereto in Section ‎2.9(a).


 


“Service Extension Request”
shall have the meaning assigned thereto in Section ‎6.3(b).


 


“Shortfall Notice” shall
have the meaning assigned thereto in Section ‎2.5(b).


 


“Significant Services Shortfall”
shall have the meaning assigned thereto in Section ‎2.5(b).


 


“Term” shall have the meaning
assigned thereto in Section ‎6.1.


 


“Transition” shall have the
meaning assigned thereto in Section ‎6.7.


 


1.2          Interpretation;
Certain Definitions. When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference
shall be to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise indicated. The table of
contents and headings for this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained
in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Any statute defined or referred to herein or in any agreement or instrument that is referred
to herein means such statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession
of comparable successor statutes. References to a person are also to its permitted successors and assigns. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.


 




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Article
II


TRANSITION
SERVICES


 


2.1          INSW
Services. During the term of this Agreement, INSW shall provide, or shall cause one or more INSW Service Providers to provide,
to the INSW Service Recipients as set forth in Schedule A hereto the INSW Services, as such INSW Services are more particularly
described in Schedule A attached hereto, upon the terms and subject to the conditions of this Agreement and such Schedule
A.


 


2.2          OSG
Services. During the term of this Agreement, OSG shall provide, or shall cause one or more OSG Service Providers to provide,
to the OSG Service Recipients as set forth in Schedule A hereto the OSG Services, as such OSG Services are more particularly
described in Schedule A attached hereto, upon the terms and subject to the conditions of this Agreement and such Schedule
A.


 


2.3          Omitted
Services. Upon discovery by OSG or INSW, as the case may be, that a service that (a) was provided by INSW or OSG, as the case
may be prior to the Effective Time, (b) is reasonably necessary to conduct the business of OSG or INSW, as the case may be, (c)
would be commercially reasonable and not a violation of applicable Law for such service to be provided by OSG or INSW or an entity
unaffiliated with OSG or INSW, as the case may be, and (d) has been inadvertently omitted from Schedule A (an “Omitted
Service”), OSG or INSW shall so notify the Service Coordinators (as defined in Section ‎2.9(a))
and, (i) if the Service Coordinators agree in good faith that the service constitutes an Omitted Service, the Parties will promptly
amend Schedule A to add the Omitted Service and the relevant OSG Service Provider or INSW Service Provider shall begin rendering
the Omitted Service as soon as reasonably practicable and (ii) if such Omitted Service is not reflected in the payment amounts
set forth on the Schedules, the agreed upon amount (based on past practice, but taking into account any change in the volume of
such Omitted Service provided) shall be added to the amended Schedule. If the Service Coordinators cannot reach an agreement within
five Business Days following receipt of a notification pursuant to this Section ‎2.3,
the matter shall be escalated in accordance with the escalation provisions set forth in Section ‎2.9.


 


2.4          Additional
Services. From time to time, one or more INSW Service Recipients or OSG Service Recipients may request additional services
by providing OSG or INSW, as the case may be, with reasonable prior written notice. Upon mutual agreement between OSG and INSW,
Schedule A shall be amended to include such additional services.


 


2.5          Standard
of Performance for INSW Services and OSG Services.


 


(a)          INSW
shall provide, or shall cause to be provided, the INSW Services in a manner and at a level that is consistent, in all material
respects, with the manner and level at which such INSW Services were provided to the INSW Service Recipients prior to the Effective
Time. OSG shall provide, or shall cause to be provided, the OSG Services in a manner and at a level that is consistent, in all
material respects, with the manner and level at which such OSG Services were provided to the OSG Service Recipients prior to the
Effective Time.


 




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(b)          The
Parties acknowledge that any material failure by an INSW Service Provider or an OSG Service Provider to perform the INSW Services
or OSG Services or any material interruption or material deterioration in the standard of performance required hereby, may result
in significant harm to OSG and the INSW Service Recipients or INSW and the OSG Service Recipients, as the case may be. If either
Party provides the other Party’s Service Coordinator with written notice (a “Shortfall Notice”) of the
occurrence of any Significant Services Shortfall (as defined below), the applicable INSW Service Provider or OSG Service Provider,
as the case may be, shall take the actions required by Section ‎5.3 of this Agreement
within five Business Days from the date of such notice. If the applicable INSW Service Provider or OSG Service Provider, as the
case may be, fails to remedy such Significant Services Shortfall as required by this Section 2.5(b), the Party delivering
the Shortfall Notice may escalate the matter for resolution through the escalation procedures set forth in Section ‎2.9
and the Parties and the applicable INSW Service Provider or OSG Service Provider shall promptly implement any remedy determined
in accordance with such Section ‎2.9. For purposes of this Section ‎2.5(b),
a “Significant Services Shortfall” shall be deemed to have occurred if the quality or performance of INSW Services
or INSW Services, as the case may be, provided hereunder falls materially below the standard required by Section 2.5(a)
hereof.


 


2.6          Interruption
of Services. If, due to a Force Majeure Event, INSW, OSG, an INSW Service Provider or an OSG Service Provider is unable, wholly
or partially, to perform its obligations hereunder, then INSW or OSG, as the case may be, shall be relieved of liability and shall
suffer no prejudice for failing to perform or comply during the continuance and to the extent of such whole or partial inability
to perform its obligations hereunder so caused by such Force Majeure Event. INSW or OSG shall or shall cause the applicable INSW
Service Provider(s) or OSG Service Provider(s) to use commercially reasonable efforts to remedy as soon as practicable the situation
caused by such Force Majeure Event and remove, so far as possible and as soon as practicable, the cause of its inability to perform
or comply.


 


2.7          Access.
The INSW Service Recipients and OSG Service Recipients shall, and shall cause any applicable Affiliates to, make available on a
timely basis to INSW and to each INSW Service Provider or to OSG and to each OSG Service Provider, as the case may be, such information
reasonably requested by such INSW Service Provider or OSG Service Provider as is necessary to enable INSW and such INSW Service
Provider or OSG and such OSG Service Provider to provide the INSW Services or OSG Services. The INSW Service Recipients and OSG
Service Recipients shall, and shall cause any applicable Affiliates to, provide to INSW and to the INSW Service Providers or to
OSG and to the OSG Service Providers, as the case may be, reasonable access to their premises and the systems, software and networks
located therein, to the extent necessary for the purpose of providing the INSW Services or OSG Services.


 




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2.8          Records
Relating to the INSW Services and OSG Services. INSW and OSG shall maintain, and shall cause the INSW Service Providers or
the OSG Service Providers, as the case may be, to maintain, records of all receipts, invoices, reports and other documents relating
to the INSW Services or the OSG Services in accordance with applicable Law and their standard practices and procedures, consistently
applied. Each of OSG and INSW shall have the right to inspect and, at its expense, copy such records during the regular office
hours of INSW or the INSW Service Providers or OSG or the OSG Service Providers, as the case may be. OSG or INSW, as the case may
be, shall give reasonable prior notice of any such inspection or copying request. Each Party and the INSW Service Providers or
OSG Service Providers, as the case may be, shall retain such accounting records and make them available to any auditors retained
by the other Party for the later of (a) 12 months after the term of this Agreement and (b) the period required by Law (the “End
Date”). If the other Party shall request in writing prior to the End Date that any of the foregoing records and other
documents be delivered to such requesting Party, the records and other documents shall be delivered as was requested, at the expense
of the requesting Party.


 


2.9          Service
Coordinators.


 


(a)          INSW
and OSG shall each nominate (i) a representative to act as the primary contact persons with respect to the performance of the INSW
Services and OSG Services (the “Service Coordinators”) and (ii) a representative to act as final decision-makers
in the event that the Service Coordinators cannot resolve a dispute or problem in the course of the delivery of the INSW Services
and/or OSG Services (“Final Coordinators”). The initial Service Coordinators shall be the Controller of INSW
and the Controller of OSG; and initial Final Coordinators shall be Lois K. Zabrocky for INSW and Samuel H. Norton for OSG.


 


(b)          Except
as specifically set forth in this Agreement, each Service Coordinator will have the authority and responsibility to:


 


(i)           oversee
matters relating to the respective appointing Party that are set out in this Agreement;


 


(ii)          represent
the appointing Party in relation to this Agreement and make appropriate decisions on day-to-day issues;


 


(iii)         coordinate
the technical aspects of the INSW Services or the OSG Services, as the case may be, and consult on the operation and management
of the INSW Services or the OSG Services, as the case may be; and


 


(iv)         monitor
the appointing Party’s compliance with its obligations under this Agreement and review the performance of the INSW Services
and the OSG Services.


 


(c)          The
Parties shall cause the Service Coordinators to meet with such frequency as is necessary to discuss the performance of the INSW
Services and the OSG Services and concerns of the Parties or a Party regarding the provision of and payment for same, potential
changes to systems or personnel used to perform the INSW Services or the OSG Services, as the case may be, expenses other than
those specifically included in the fees and expenses provided for on Schedule A, as the case may be, and the status of the
Parties’ transition efforts to eliminate their need to receive the INSW Services or the OSG Services, as the case may be,
among other issues. The Final Coordinators will meet as required pursuant to this Agreement.


 




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(d)          Unless
INSW and OSG otherwise agree, all communications relating to this Agreement, the INSW Services and the OSG Services will be directed
to the Service Coordinators. Each Party may treat an act of a Service Coordinator or Final Coordinator of another Party as being
authorized by such Party without inquiring behind such act or ascertaining whether such Service Coordinator or Final Coordinator
had authority to so act.


 


(e)          Each
Party shall have the right at any time and from time to time to replace its Service Coordinator or Final Coordinator by giving
notice in writing signed by an officer of such Party to the other Party setting forth the name of (i) the person to be replaced
and (ii) the replacement, and stating that the replacement is authorized to act for the Party giving notice in all matters relating
to the Agreement.


 


(f)           Should
a dispute arise under this Agreement between the Parties, either Party shall have the right to refer the dispute for resolution
to the Service Coordinators by delivering to the other Party’s Service Coordinator a written notice of such referral (a “Dispute
Escalation Notice”). Following receipt of a Dispute Escalation Notice, the Service Coordinators shall negotiate in good
faith to resolve such dispute as soon as practicable. If the Service Coordinators cannot resolve such dispute within five Business
Days, after the Dispute Escalation Notice, they shall refer the matter to the Final Coordinators, who shall negotiate in good faith
to resolve such dispute as soon as practicable. If the Final Coordinators are unable to resolve such dispute within 15 Business
Days after the date of the Dispute Escalation Notice, either Party shall have the right to commence litigation in accordance with
Section ‎7.9 hereof. The Parties agree that all discussions, negotiations and other
information exchanged between the Parties during the foregoing escalation proceedings shall be without prejudice to the legal position
of a Party in any subsequent litigation.


 


2.10        Space-sharing;
Training.


 


(a)          Certain
services, as more particularly described in Schedule A attached hereto, are provided in spaces the occupancy of which will
be temporarily shared by OSG and INSW. Accordingly, INSW hereby grants to OSG a non-transferable
license to use and occupy the spaces described in Schedule B (the “Licensed Space”) for a period of twelve
months following the Closing Date.  INSW shall provide OSG with essential services such as basic utility services, access
to common areas, conference rooms, as well as computers and equipment, in the same manner as provided to the tenants in the Licensed
Space on the date immediately prior to the Closing Date. A license fee, as set forth in Schedule A, shall be payable for
the Licensed Space. Subject to the terms of the Agreement of Lease between Third Avenue Tower Owner
LLC, as landlord, and OSG, as tenant, dated February 4, 2016, the Licensed Space shared by OSG and INSW should  (i) have unmistakably
identifiable clear signage and (ii) be physically separated (in spaces where it is reasonably practicable, they shall be physically
separated into separate suites).


 


(b)          Subject
to Section ‎4.1(a) and in furtherance of the physical separation described in Section
2.10(a), each Party, on behalf of itself and each of its Affiliates, agrees that it shall train those directors, officers or
employees occupying such Licensed Space to (i) hold, in strict confidence, competitively sensitive materials (including pricing
information, reduction information and confidential capacity expansion), and (ii) not disclose such information to those directors,
officers or employees of the other Party.


 




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Article
III


FEES
AND EXPENSES


 


3.1          Fees
and Expenses. The fees and expenses for each of the INSW Services to be provided hereunder are set forth in Schedule A
hereto and the fees and expenses for each of the OSG Services to be provided hereunder are set forth in Schedule A hereto,
in each case as such Schedule A may be amended or deemed amended, from time to time, in accordance with the terms and conditions
hereof. The Service Coordinators shall meet to review, among other things, the level of fees and expenses set forth on Schedule
A hereto, and to compare such fee and expense levels to the actual costs of providing the INSW Services and the OSG Services,
commencing two months after the Closing Date. The fees and expenses on Schedule A shall be adjusted as agreed by the Service
Coordinators as a result of such review for INSW Services and OSG Services involved after the date of such determination. Disputes
in connection with such review shall be resolved in accordance with Section ‎2.9.
Schedule A shall be amended, or deemed amended, promptly following any such determination made pursuant to this Section
‎3.1 (including any determination reached following any dispute resolution proceeding
pursuant to Section ‎2.9).


 


3.2          Billing
and Payment; No Set-off; Advance Payment for Disbursements.


 


(a)          Amounts
payable in respect of INSW Services or OSG Services under this Agreement shall be invoiced to OSG or INSW, as the case may be,
monthly in arrears and paid to INSW or OSG, as the case may be, as directed, which amounts shall be due within 10 days after the
date of invoice. All amounts due and payable hereunder shall be invoiced and, except as set forth in Schedule A hereto,
paid in U.S. dollars without offset, set-off, deduction or counterclaim, however arising. Any such invoice shall set forth information
in reasonable detail regarding such amounts due and payable.


 


(b)          An
INSW Service Provider or OSG Service Provider, as applicable, shall not be responsible for making any disbursement or other payment
on behalf of the INSW Service Recipient or OSG Service Recipient, as applicable (e.g., to a third party supplier), unless the INSW
Service Recipient or OSG Service Recipient, as applicable, has advanced to the INSW Service Provider or OSG Service Provider, as
applicable, the amount to be disbursed or paid.


 


3.3          Additional
Costs.


 


(a)          OSG
shall reimburse INSW for the costs designated in Schedule A as reimbursable by OSG. INSW shall reimburse OSG for the costs
designated in Schedule A as reimbursable by INSW.


 




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(b)          The
Parties acknowledge and agree that, except as otherwise set forth on a Schedule hereto, the INSW Services and the OSG Services
and the amounts set forth as payable in respect of such INSW Services or such OSG Services do not include the cost of (i) recruiting,
hiring or retaining additional employees in the event employees providing the INSW Services or OSG Services on the date hereof
are determined by the Service Coordinators to be inadequate to provide the level of INSW Services or OSG Services, as the case
may be, required pursuant to this Agreement (and for the avoidance of doubt, such amounts do include the cost of hiring replacement
employees for employees who cease to be employed by the applicable INSW Service Provider or OSG Service Provider during the term
of this Agreement) or (ii) training employees of the INSW Service Recipient or OSG Service Recipient, as the case may be, or otherwise
facilitating the migration (including the Migration Services (as defined below)) or transition of assets or capabilities for the
INSW Service Recipient or OSG Service Recipient to be able to operate its business without the need for the INSW Services or the
OSG Services, as the case may be. In the event any such recruiting, hiring, training or facilitation of the migration (including
the Migration Services (as defined below)) or transition of assets or capabilities is required by any Party, such request shall
be referred to the Service Coordinators who shall determine whether such request shall be fulfilled and the terms and conditions
thereof.


 


3.4          Late
Payments. Late payments shall bear interest at a rate per annum equal to the Interest Rate as of the date of each such invoice
plus 2%.


 


3.5          Taxes.
The fees for the INSW Services set forth on Schedule A and the OSG Services set forth on Schedule A are exclusive
of taxes. Upon notice from the INSW Service Provider or OSG Service Provider of the amount of any tax required to be withheld,
the INSW Service Recipient or OSG Service Recipient, as the case may be, shall withhold such amount from payments made pursuant
to this Agreement, and the INSW Service Recipient or OSG Service Recipient, as the case may be, shall pay such taxes to the applicable
taxing authorities. The INSW Service Recipient or OSG Service Recipient shall promptly furnish to the INSW Service Provider or
OSG Service Provider such evidence as may be required by the applicable taxing authorities to establish that any such tax has been
paid by the INSW Service Recipient or OSG Service Recipient to assist in obtaining any tax credits for the amounts withheld from
payments pursuant to this Agreement. The INSW Service Recipient or OSG Service Recipient shall pay to the applicable INSW Service
Provider or OSG Service Provider the amount of any applicable sales tax, use or service tax, value-added tax, goods and services
tax or any other similar taxes that such INSW Service Provider or OSG Service Provider may be required to collect from such INSW
Service Recipient or OSG Service Recipient in connection with such INSW Service Provider’s or OSG Service Provider’s
performance pursuant to this Agreement, except for any franchise tax, withholding tax (as described above) or any tax imposed on
such INSW Service Provider’s or OSG Service Provider’s net income. Such INSW Service Provider or OSG Service Provider
shall identify any such tax as a separate line item on each invoice, unless taxes are required under the law of the relevant jurisdiction
to be included in the price.


 




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Article
IV


CONFIDENTIALITY


 


4.1          Confidentiality
Obligations.


 


(a)          Each
Party acknowledges in connection with the provision of INSW Services or OSG Services hereunder (i) that such Party may have in
its possession and/or may receive information of the other Party that is not available to the general public, and (ii) that such
information may constitute, contain or include material non-public information of the other Party. Subject to Section ‎4.1(b),
INSW, on behalf of itself and each of its Affiliates, and OSG, on behalf of itself and each of its Affiliates, agrees to hold,
and to cause its respective directors, officers, employees, agents, third party contractors, vendors, INSW Service Providers, OSG
Service Providers, accountants, counsel and other advisors and representatives (collectively, “Representatives”)
to hold, in strict confidence, with at least the same degree of care that such Party applies to its own confidential and proprietary
information pursuant to its applicable policies and procedures in effect as of the Closing Date, but not less than reasonable care,
all information concerning the other Party (or its business) and such other Party’s Affiliates (or their respective businesses)
that is either in its possession (including information in its possession prior to the Closing Date) or furnished by the other
Party or the other Party’s Affiliates or their respective Representatives at any time pursuant to this Agreement, and will
not use such information other than for such purposes as may be permitted hereunder, except, in each case, to the extent that such
information: (1) is or becomes available to the general public, other than as a result of a disclosure by such Party or its Affiliates
or any of their respective Representatives in breach of this Agreement; (2) was available to such Party or its Affiliates or becomes
available to such Party or its Affiliates on a non-confidential basis from a source other than the other Party hereto; provided,
that the source of such information was not known by such Party to be bound by a confidentiality obligation with respect to such
information, or otherwise prohibited from transmitting the information to such Party or its Affiliates by a contractual, legal
or fiduciary obligation; or (3) is independently known or generated by such Party without use of or reference to any proprietary
or confidential information of the other Party. The foregoing exceptions do not apply to the disclosure of Customer Information
(as defined below), which may not be disclosed except in accordance with applicable Law.


 


(b)          “Customer
Information” is defined as all information owned or possessed by a Party about customers of such Party or any of its
Affiliates, including, but not limited to, name, address, telephone number, email address, account or policy information, and any
list or grouping of customers and any other type of information deemed “nonpublic” and protected by applicable privacy
Law.


 


(c)          Each
Party shall comply with any applicable Law and/or regulations with respect to privacy and data security relative to Customer Information
and shall implement and maintain an effective information security program to protect the other Party’s Customer Information
in compliance with all applicable privacy Law, which program shall include administrative, technical, and physical safeguards,
as they may be reasonably required:


 


(i)           to
ensure the security and confidentiality of Customer Information;


 


(ii)          to
protect against any anticipated threats or hazards to the security or integrity of such Customer Information; and


 


(iii)         to
protect against unauthorized access to or use of Customer Information which could result in substantial harm or inconvenience to
the owner of such Customer Information or its Affiliates, or to customers of any of them.


 




    	 	11	 



     


    

 


(d)          Notwithstanding
anything herein to the contrary, in the event that either Party or any of its Representatives either determines on the advice of
its counsel that it is required to disclose any information pursuant to applicable Law or the rules or regulations of a Governmental
Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide information of
the other Party that is subject to an obligation of confidentiality, such Party shall, if possible, notify the other Party prior
to disclosing or providing such information and, if the other Party so requests, cooperate at the expense of the requesting Party
in seeking any reasonable protective arrangements reasonably requested by such other Party. In the event that a protective arrangement
is not obtained, the Person that received such request (i) may thereafter disclose or provide such information to the extent required
by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii)
shall exercise commercially reasonable efforts to have confidential treatment accorded to any such information so provided or furnished.


 


Article
V


NO
WARRANTY; LIMITATION OF


LIABILITY;
INDEMNIFICATION; ESCALATION


 


5.1          Disclaimer
of Warranty by INSW and OSG. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE INSW SERVICES AND OSG SERVICES TO BE PURCHASED
UNDER THIS AGREEMENT ARE PROVIDED AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY WHATSOEVER.


 


5.2          Third
Parties and Services. INSW and OSG shall cooperate to obtain all consents sufficient to enable the INSW Service Providers and
the OSG Service Providers to perform the INSW Services and the OSG Services, as the case may be, in accordance with this Agreement
for any third party software or other intellectual property related to the provision of the INSW Services, and the OSG Services,
as the case may be. OSG and INSW shall cooperate in obtaining all such required consents related to the provision of the INSW Services
and OSG Services. OSG and INSW shall bear the respective costs of obtaining such consents to the extent such consents are identified
prior to the date hereof. Any such costs identified after the date hereof shall be borne by the parties in such proportion as they
may agree. In the event that any such consent is not obtained, then, unless and until such consent is obtained, during the term
of the applicable INSW Service or OSG Service, the Parties shall cooperate with each other in achieving a reasonable alternative
arrangement for the provision of such INSW Service or OSG Service. Failure to obtain any such consents, and any resulting failure
to provide INSW Services or OSG Services hereunder, shall not be deemed a breach hereof.


 




    	 	12	 



     


    

 


5.3          Obligation
to Re-perform INSW Services and OSG Services. In the event of any breach of this Agreement by INSW or OSG or any INSW Service
Provider or OSG Service Provider with respect to any failure by INSW or a INSW Service Provider, or OSG or a OSG Service Provider,
as applicable, to provide any INSW Service or OSG Service, as the case may be, in accordance with the terms of this Agreement,
INSW or OSG, as the case may be, shall use commercially reasonable efforts, or shall cause the applicable INSW Service Provider
or OSG Service Provider to use commercially reasonable efforts to, correct in all material respects such error or defect or re-perform
in all material respects such INSW Service or OSG Service at the request of OSG and at the expense of INSW (with respect to an
INSW Service) or at the request of INSW and at the expense of OSG (with respect to an OSG Service). To be effective, any such request
by OSG or INSW must (a) specify in reasonable detail the particular error or defect and (b) be made no more than 60 days from the
date such error or defect was discovered by such Party or should have been discovered by such Party after reasonable inquiry.


 


5.4          Indemnity.


 


(a)          INSW
shall indemnify, defend and hold harmless OSG and its Affiliates, against all claims, liabilities, damages, losses or expenses,
whether actual or alleged by a third party to the extent arising out of the gross negligence, recklessness, willful misconduct,
willful breach of contract or violations of Law by INSW, its Affiliates, any INSW Service Provider, or any of their employees,
agents, subcontractors or assigns in the performance of this Agreement or while on, entering or leaving the property of OSG or
its Affiliates.


 


(b)          INSW
shall indemnify, defend and hold harmless OSG and its Affiliates, against all claims, liabilities, damages, losses or expenses,
in connection with the provision of the OSG Services, whether actual or alleged by a third party, to the extent such claims, liabilities,
damages, losses or expenses do not arise out of the gross negligence, recklessness, willful misconduct, willful breach of contract
or violations of Law by OSG, its Affiliates, any INSW Service Provider or any of their employees, agents, subcontractors or assigns
in the performance of this Agreement or while on, entering or leaving the property of INSW or its Affiliates.


 


(c)          OSG
shall indemnify, defend and hold harmless INSW and its Affiliates, against all claims, liabilities, damages, losses or expenses,
whether actual or alleged by a third party to the extent arising out of the gross negligence, recklessness, willful misconduct,
willful breach of contract or violations of Law by OSG, its Affiliates, any OSG Service Provider, or any of their employees, agents,
subcontractors or assigns in the performance of this Agreement or while on, entering or leaving the property of INSW or its Affiliates.


 


(d)          OSG
shall indemnify, defend and hold harmless INSW and its Affiliates, against all claims, liabilities, damages, losses or expenses,
in connection with the provision of the INSW Services, whether actual or alleged by a third party, to the extent such claims, liabilities,
damages, losses or expenses do not arise out of the gross negligence, recklessness, willful misconduct, willful breach of contract
or violations of Law by INSW, its Affiliates, any INSW Service Provider or any of their employees, agents, subcontractors or assigns
in the performance of this Agreement or while on, entering or leaving the property of OSG or its Affiliates.


 


5.5          LIMITATION
OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY:


 




    	 	13	 



     


    

 


(a)          THE
MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER PARTY AND ITS AFFILIATES (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, VENDORS
AND EMPLOYEES) WITH RESPECT TO ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THE PROVISION OF THE INSW SERVICES BY INSW OR ANY
INSW SERVICE PROVIDER OR THE PROVISION OF THE OSG SERVICES BY OSG OR ANY OSG SERVICE PROVIDER, REGARDLESS OF THE THEORY UPON WHICH
THE LIABILITY IS PREMISED, SHALL NOT EXCEED THE AGGREGATE FEES PAID AND PAYABLE TO SUCH PARTY UNDER THIS AGREEMENT, BUT FOR THE
AVOIDANCE OF DOUBT, NO PARTY SHALL PROVIDE INDEMNIFICATION FOR FEES PAYABLE UNDER THIS AGREEMENT IF SUCH FEES ARE ALSO FORGIVEN
OR DEEMED NOT TO BE PAYABLE;


 


(b)          IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES (OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, INSW
SERVICE PROVIDERS, OSG SERVICE PROVIDERS OR EMPLOYEES) FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, IN
CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH
PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, INSW SERVICE PROVIDERS,
OSG SERVICE PROVIDERS OR EMPLOYEES ANY CLAIM FOR SUCH DAMAGES INCLUDING ANY CLAIM FOR LOST PROFITS, WHETHER ARISING IN CONTRACT,
TORT OR OTHERWISE;


 


(c)          IN
NO EVENT SHALL INSW OR OSG BE LIABLE FOR THE ACTS OR OMISSIONS OF THIRD PARTY SERVICE PROVIDERS, EXCEPT INSOFAR AS SUCH ACTS OR
OMISSIONS AROSE FROM GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL MISCONDUCT, WILLFUL BREACH OF CONTRACT OR VIOLATIONS OF LAW BY INSW
OR OSG, OR SUCH DISRUPTIONS WERE EXTENDED BY THE FAILURE OF INSW OR OSG, AS APPLICABLE, TO USE COMMERCIALLY REASONABLE EFFORTS
TO RECRUIT AND TRAIN APPROPRIATE REPLACEMENT STAFF; AND


 


(d)          IT
IS ACKNOWLEDGED AND AGREED THAT NEITHER PARTY NOR ANY INSW SERVICE PROVIDER NOR OSG SERVICE PROVIDER IS PROVIDING ANY INVESTMENT,
LEGAL OR TAX ADVICE TO ANY PERSON UNDER THIS AGREEMENT AND IN NO EVENT SHALL THE PROVISION OF INSW SERVICES OR OSG SERVICES BE
CONSTRUED AS THE PROVISION OF ANY INVESTMENT, LEGAL OR TAX ADVICE TO ANY PERSON.


 


Article
VI


TERM;
TERMINATION


 


6.1          Term.
This Agreement shall commence on the Closing Date and unless terminated earlier in accordance with this ‎Article
VI, will terminate on the date that is 30 days following the date on which the terms of all the INSW Services and OSG Services
have expired or been terminated (the “Term”).


 




    	 	14	 



     


    

 


6.2          Early
Termination of INSW Services or OSG Services.


 


(a)          A
INSW Service Recipient or OSG Service Recipient may, for any reason or no reason, discontinue receiving any of the INSW Services
or OSG Services, as the case may be, by giving the applicable INSW Service Provider or OSG Service Provider at least 20 days’
prior written notice of such termination, which termination shall be effective on the last day of the month in which the day that
is 20 days following the date such notice is delivered occurs. Schedule A shall be deemed amended to delete such INSW Services
or OSG Services as of such date, and this Agreement shall be of no further force and effect for such INSW Services or OSG Services.


 


(b)          In
the event that pursuant to Section ‎2.6 an INSW Service Provider or OSG Service
Provider reduces or suspends the provision of any INSW Service or OSG Service due to a Force Majeure Event and such reduction or
suspension continues for at least 15 consecutive days, the other Party may immediately terminate the applicable INSW Service or
OSG Service, upon written notice.


 


6.3          Expiration
of Services.


 


(a)          The
obligation of an INSW Service Provider or OSG Service Provider to provide an INSW Service or OSG Service, as the case may be, shall
expire and terminate on the concluding date of the period set forth under the column “Duration” in Schedule A
hereto with respect to such INSW Service or OSG Service, as the case may be (each such concluding date, an “Expiration
Date”).


 


(b)          Notwithstanding
Section 6.3(a), an INSW Service Recipient or OSG Service Recipient may, at least 30 days prior to such Expiration Date,
request that the INSW Service Provider or OSG Service Provider, as the case may be, continue to provide such INSW Service or OSG
Service, as the case may be, on a month-to-month basis following such Expiration Date (such request, a “Service Extension
Request”).


 


(c)          Within
15 days following receipt of a Service Extension Request, the INSW Service Provider or OSG Service Provider, as applicable, shall
notify the INSW Service Recipient or OSG Service Recipient:


 


(i)           whether
the INSW Service Provider or OSG Service Provider, as applicable, is willing to continue providing such INSW Service or OSG Service,
as the case may be, following the Expiration Date and whether the INSW Service Provider or OSG Service Provider will be providing
such INSW Services or OSG Services to itself or any of its Affiliates following the Expiration Date; or


 


(ii)          that
the INSW Service Provider or OSG Service Provider, as applicable, is not willing to continue providing such INSW Service or OSG
Service, as the case may be, following the Expiration Date.


 




    	 	15	 



     


    

 


(d)          In
the event that an INSW Service Provider or OSG Service Provider delivers a notice pursuant to Section ‎6.3(c)(i)
and (i) it will be providing services equivalent to such INSW Services or OSG Services to itself or any of its Affiliates following
the Expiration Date, the INSW Service Provider or OSG Service Provider shall continue to provide such INSW Service or OSG Service,
as the case may be, on a month-to-month basis and otherwise on the terms and conditions set forth in this Agreement, or (ii) it
will not be providing services equivalent to such INSW Service or OSG Service to itself or any of its Affiliates following the
Expiration Date, the INSW Service Provider or the OSG Service Provider shall continue to provide such INSW Service or OSG Service,
as the case may be, on a month-to-month basis and the INSW Service Recipient or OSG Service Recipient shall pay a fee with respect
to the Expense Category that includes such INSW Service or OSG Service equal to the corresponding amount set forth under the column
of the Legend in Schedule A hereto captioned “Total Cost” or as otherwise agreed by the Service Coordinators.


 


(e)          In
the event that an INSW Service Provider or OSG Service Provider delivers a notice pursuant to Section ‎6.3(c)(ii)
or fails to deliver any notice in response to a Service Extension Request, the applicable INSW Service or OSG Service shall terminate
on the Expiration Date set forth in Schedule A hereto. Schedule A shall be deemed amended to delete such INSW Service
or OSG Service as of such date, and this Agreement shall be of no further force and effect for such INSW Service or OSG Service.


 


(f)          Any
INSW Services or OSG Services that are provided on a month-to-month basis pursuant to this Section ‎6.3
may be terminated by either party upon at least 20 days’ prior written notice of such termination, which termination shall
be effective on the last day of the month in which the day that is 20 days following the date such notice is delivered occurs.
Schedule A shall be deemed amended to delete such INSW Service or OSG Service as of such date, and this Agreement shall
be of no further force and effect for such INSW Service or OSG Service.


 


6.4          Breach
of Agreement. Subject to ‎Article V, if either Party shall cause or
suffer to exist any material breach of any of its obligations under this Agreement, including any failure to make payments when
due, and that Party does not cure such default in all material respects within 30 days after receiving written notice thereof from
the non-breaching Party, the non-breaching Party may terminate each affected INSW Service on Schedule A or OSG Service on
Schedule A, including the provision of INSW Services or OSG Services pursuant thereto, immediately by providing written
notice of termination; provided, that, for the avoidance of doubt, failure to pay fees or reimburse costs in respect of any INSW
Services or OSG Services shall be deemed to affect all INSW Services or OSG Services, as the case may be.


 


6.5          Sums
Due. In the event of a termination (including any termination pursuant to Section ‎6.2)
or expiration of this Agreement (or INSW Services or OSG Services), each Party shall be entitled to the payment or reimbursement
of, and the other Party shall pay and reimburse such Party, within 30 days of receiving an invoice, all amounts due and payable
to such Party under this Agreement.


 




    	 	16	 



     


    

 


6.6          Return
of Materials. Upon the termination or expiration of any INSW Service or OSG Service (including in connection with the expiration
of this Agreement) with respect to which a Party or an Affiliate thereof (including a INSW Service Provider or OSG Service Provider,
as the case may be) holds books, records, files, databases, confidential information or computer software or hardware (including,
without limitation, current and archived copies of computer files) owned or leased by the other Party or an Affiliate thereof and
used in connection with the provision of an INSW Service or OSG Service (the “Materials”), such Party will return,
or caused to be returned, or, at the option of the other Party, destroy and certify the destruction of, all such Materials promptly
upon the termination or expiration of such INSW Service or OSG Service, but not later than 30 days after such termination or expiration.
In the case of computer files or data, such Materials shall be delivered to such other Party or its Affiliate in a format usable
by such other Party or its Affiliate, as the case may be.


 


6.7          Migration
Services. The INSW Service Providers shall provide to OSG and its Affiliates the migration services identified as such in Schedule
A (the “INSW Migration Services”) in connection with the transition from the INSW Service Providers’
performance of the INSW Services to OSG’s performance of such services (the “INSW Transition”). The OSG
Service Providers shall provide to INSW and its affiliates the migration services identified as such in Schedule A (the
“OSG Migration Services” and collectively with the INSW Migration Services, the “Migration Services”)
in connection with the transition from OSG Service Providers’ performance of the OSG Services to INSW’s performance
of such services (the “OSG Transition” and collectively with the INSW Transition, the “Transition”).
In the absence of Migration Services on Schedule A, the Parties shall negotiate in good faith the Migration Services to
be provided. The Parties shall cooperate with and assist each other in connection with the Transition to the extent commercially
reasonable, taking into account the need to minimize both the cost of such Transition and the disruption to the ongoing business
activities of the Parties. The Parties acknowledge that the foregoing may include, among other things, negotiating, entering into
and performing, the provision of assistance reasonably requested by OSG or INSW in connection with the Transition, including separation
of data, migration of historical data, migration-specific enhancements and cooperation with and assistance to third party consultants
engaged by OSG or its Affiliates or INSW or its Affiliates in connection with the foregoing. OSG shall pay INSW’s and each
INSW Service Provider’s, and INSW shall pay OSG’s and each OSG Service Provider’s, third party consultants cost
and reasonable out-of-pocket costs incurred in providing such requested assistance.


 


6.8          Effect
of Termination. Articles ‎I, ‎IV
and ‎VII and Sections ‎5.1,
‎5.3, ‎5.4, ‎5.5,
‎6.5, ‎6.6, ‎6.7
and this ‎6.8 shall survive any termination of this Agreement.


 


Article
VII


MISCELLANEOUS


 


7.1          Notices.
All notices, requests, claims, demands and other communications hereunder (except for routine communications contemplated by certain
INSW Services or OSG Services, as the case may be) shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, by overnight courier or by facsimile (with confirmation copies delivered personally
or by courier within three Business Days) to the respective Parties at the following addresses or facsimile numbers (or at such
other address for a Party as shall be specified by like notice):


 




    	 	17	 



     


    

 


If to INSW, to:


 


International Seaways, Inc. (f/k/a OSG International,
Inc.)


c/o International Seaways Ship Management LLC


600 Third Avenue, 39th Floor


New York, New York 10016


Attention: President


Fax: 212-578-1832


 


with a copy to:


 


International Seaways, Inc. (f/k/a OSG International,
Inc.)


c/o International Seaways Ship Management LLC


600 Third Avenue, 39th Floor


New York, New York 10016


Attention: General Counsel


Fax: 212-251-1180


with an additional copy to:


 


Cleary Gottlieb Steen & Hamilton LLP


One Liberty Plaza


New York, New York 10006


Attention: Jeffrey D. Karpf


Fax: (212) 225-3999


 


If to OSG, to:


 


Overseas Shipholding Group, Inc.


Two Harbour Place


302 Knights Run Avenue, Suite 1200


Tampa, Florida 33602


Attention: President


Fax: 813-221-2769


 


with additional copies to:


 


Overseas Shipholding Group, Inc.


Two Harbour Place


302 Knights Run Avenue, Suite 1200


Tampa, Florida 33602


Attention: General Counsel


Fax: 813-221-3189


 




    	 	18	 



     


    

 


and


 


Cleary Gottlieb Steen & Hamilton LLP


One Liberty Plaza


New York, New York 10006


Attention: Jeffrey D. Karpf


Fax: (212) 225-3999


 


All such notices, requests
and other communications will (a) if delivered personally to the address as provided in this section, be deemed given upon delivery,
(b) if delivered by facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and
(c) if delivered by mail in the manner described above to the address as provided in this section, be deemed given upon receipt
(in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy
of such notice, request or other communication is to be delivered pursuant to this section). Any Party from time to time may change
its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change
to the other Party.


 


7.2          Entire
Agreement. This Agreement, the Separation Agreement and the Ancillary Agreements (as defined in the Separation Agreement),
together with all exhibits and schedules hereto and thereto constitute the entire agreement among the Parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties, or any of
them, with respect to the subject matter hereof.


 


7.3          Waiver.
Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such
term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed
or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either
under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.


 


7.4          Amendment.
This Agreement may be amended, supplemented, modified or superseded only by a written instrument signed by duly authorized signatories
of the Parties.


 


7.5          Independent
Contractors. In performing the INSW Services or OSG Services hereunder, each INSW Service Provider or OSG Service Provider,
as the case may be, shall operate as and have the status of an independent contractor. No INSW Service Provider’s or OSG
Service Provider’s employees shall be considered employees or agents of the other Party, nor shall the employees of any Party
be eligible or entitled to any benefits, perquisites or privileges given or extended to any of the other Party’s employees
in connection with the provision of INSW Services or OSG Services. Nothing contained in this Agreement shall be deemed or construed
to create a joint venture or partnership between the Parties. No Party shall have any power to control the activities and/or operations
of the other Party. No Party shall have any power or authority to bind or commit any other Party.


 




    	 	19	 



     


    

 


7.6          Third
Party Beneficiary. The Persons listed in Sections ‎5.4(a) and ‎5.4(c)
of this Agreement are third party beneficiaries under this Agreement. Except as provided in the preceding sentence, (a) the terms
and provisions of this Agreement are intended solely for the benefit of each Party hereto and its respective successors or permitted
assigns, and (b) it is not the intention of the Parties to confer third party beneficiary rights upon any other Person.


 


7.7          No
Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party
hereto without the prior written consent of the other Party hereto and any attempt to do so will be void, except that each Party
hereto may assign any or all of its rights, interests and obligations hereunder to an Affiliate, provided, that, any such Affiliate
agrees in writing to be bound by all of the terms, conditions and provisions contained herein, and no such assignment shall relieve
the assigning Party of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, inures to
the benefit of and is enforceable by the Parties hereto and their respective successors and assigns.


 


7.8          Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


7.9          Submission
to Jurisdiction; Waivers.


 


(a)          Each
of the Parties agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. Subject to the prior exhaustion of the escalation provisions
in Section ‎2.9, it is accordingly agreed that in addition to any other remedy
available at Law or in equity, the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement exclusively in a state or federal court located in the Borough
of Manhattan, City of New York. In addition, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the
Federal courts and the courts of the State of New York, in each case located in the Borough of Manhattan, City of New York, for
the purpose of any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereby irrevocably
agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any New York state or
federal court located in the Borough of Manhattan, City of New York. Each of the Parties agrees that a final judgment in any action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by Law.


 


(b)          Each
of the Parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding
relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies
of such process to such Party. Nothing in this Section ‎7.9(b) shall affect the
right of any Party to serve legal process in any other manner permitted by Law.


 




    	 	20	 



     


    

 


(c)          EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PURCHASER OR THE COMPANY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.


 


7.10        Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.


 


7.11        Governing
Law. This Agreement and any dispute arising out of, relating to or in connection with this Agreement shall be governed by,
and construed in accordance with the laws of the State of New York.


 


7.12        Counterparts.
This Agreement may be executed and delivered (including by facsimile transmission) in two (2) or more counterparts, and by the
different Parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.


 


7.13        Intellectual
Property and Data.


 


(a)          Each
Party shall retain ownership of their and their Affiliates’ intellectual property and data existing as of the date hereof.
Unless agreed otherwise in Schedule A, each Party hereto agrees that any intellectual property or data of the other Party
or its Affiliates or licensors made available to such Party or its Affiliates in connection with the INSW Services or OSG Services,
and any derivative works, additions, modifications, translations or enhancements thereof created by a Party or its Affiliates pursuant
to this Agreement, are and shall remain the sole property of the original owner of such intellectual property or data, provided,
that OSG shall exclusively own any and all data generated with respect to the INSW Services received under this Agreement and INSW
shall exclusively own any and all data generated with respect to the OSG Services received under this Agreement. Each of the Parties
agrees to execute and to cause its Affiliates (including any INSW Service Providers or OSG Service Providers) to execute all such
further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate
the terms and purposes of this Agreement.


 


(b)          OSG
hereby grants to INSW a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use OSG Data during
the Term solely (i) to provide the INSW Services and (ii) to comply with INSW’s obligations under applicable Law with respect
to such OSG Data. INSW hereby grants to OSG a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to
use INSW Data during the Term solely (1) to provide the OSG Services and (2) to comply with OSG’s obligations under applicable
Law with respect to such INSW Data.


 




    	 	21	 



     


    

 


7.14        Non-solicitation.
In furtherance and not in limitation of Section 8.2(a) of the Separation Agreement, the Parties agree that each will not solicit,
directly or indirectly (including by encouraging, proposing or seeking to cause any such solicitation by any other person), on
behalf of itself, its Affiliates or any other person, firm, corporation, associate or other entity, the employment of any individual
who is employed by the other immediately after the Closing Date and who provides INSW Services or OSG Services to an INSW Service
Recipient or OSG Service Recipient, as the case may be (a “Dedicated Employee”), provided that either
Party may solicit the employment of a Dedicated Employee of the other Party if such employment is to begin on or after the date
on which such Dedicated Employee ceases to provide INSW Services or OSG Services The foregoing limitation shall expire with respect
to a Dedicated Employee upon the earlier of one year following (a) the date on which such Dedicated Employee ceases to provide
INSW Services or OSG Services and (b) the termination of this Agreement. Notwithstanding the foregoing, general solicitations of
employment published in any form of the media including the Internet or any other publication of general circulation and not specifically
directed towards any such employees shall not be deemed to constitute solicitation for purposes of this section.


 


[Signature pages follow.]


 




    	 	22	 



     


    

 


IN WITNESS WHEREOF, the Parties have executed
this Transition Services Agreement as of the date first written above.


 


	 	OVERSEAS SHIPHOLDING GROUP, INC.
	 	 	 	 
	 	By:	 
	 	 	Name	 
	 	 	Title:	 
	 	 	 	 
	 	INTERNATIONAL SEAWAYS, INC.
	 	 	 	 
	 	By:	 
	 	 	Name	 
	 	 	Title: