Exhibit 10.1


 


TRANSITION SERVICES AGREEMENT


 


This TRANSITION SERVICES
AGREEMENT (this “Agreement”) is entered into this November 30, 2016 by and between Overseas Shipholding Group,
Inc., a Delaware corporation (“OSG”), and International Seaways, Inc. (f/k/a OSG International, Inc.), a Republic
of the 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 November 30, 2016
(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 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:


 


“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


 




    	 	1	 



     


    

 


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.


 




    	 	2	 



     


    

 


“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.


 




    	 	3	 



     


    

 


“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.


 




    	 	4	 



     


    

 


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.


 




    	 	5	 



     


    

 


(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.


 


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


 




    	 	6	 



     


    

 


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.


 


(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


 




    	 	7	 



     


    

 


 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 between
one month and approximately nine 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.


 




    	 	8	 



     


    

 


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.


 


(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 


 




    	 	9	 



     


    

 


 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.


 


 


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



 




    	 	10	 



     


    

 


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.


 


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


 




    	 	12	 



     


    

 


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:


 


(a)          THE
MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER PARTY AND ITS AFFILIATES (AND THEIR RESPECTIVE DIRECTORS, OFFICERS,



 




    	 	13	 



     


    

 


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.


 


(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


 




    	 	15	 



     


    

 


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.


 


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


 




    	 	16	 



     


    

 


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.


 


(c)          EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM


 




    	 	20	 



     


    

 


 (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 


 




    	 	21	 



     


    

 


Services and (2) to comply with OSG’s obligations under applicable
Law with respect to such INSW Data.


 


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:	/s/ Ian T. Blackley
	 	Name:	Ian T. Blackley
	 	Title:	President and Chief Executive Officer


 


[Signature Page to the Transition Services
Agreement]


 




     


     


    

 


	 	INTERNATIONAL SEAWAYS, INC.
	 	 	 
	 	By:	/s/ Lois K. Zabrocky
	 	Name:	Lois K. Zabrocky
	 	Title:	President


 


[Signature Page to the Transition Services
Agreement]


 




     


     


    

 





SCHEDULE A


 


Transition Services; Fees and Expenses


 




     


     


    

 











OSG
Separation


 


TSA Schedule A


 






     


     


    

 


TSA Schedule A 


 


Table of Content


 


	Finance	1
	Human Resources	11
	Legal	26
	TSA Cost Estimate	27


 




    	Confidential	Page 1



     


    

 


TSA Schedule A


 


	Schedule:
    Finance	Service
    Area: Form 8-K for Spinoff, November 2016 GL Close and Bank Reporting, 2016 Form 10-K Filing


 


General Description of Services: INSW will support November
2016 GL close and November bank reporting. INSW will support the issuance of the OSG Form 10-K for the year-ended December 31,
2016. INSW will provide a completed 8-K filing for the “spinoff”. OSG will provide access to shared folders and OSG
consolidated Oracle instance to INSW, and INSW will provide access to INSW Oracle instance to enable sweep. OSG will provide Hedge
Trackers deliverable for derivative valuation to INSW.


 


Service Summary:


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	FIN-01-01	 	Support
    to close INSW GL	 	§   INSW
                                Controller and designees will provide the following services to close the INSW general ledger
                                for the month-ended November 30, 2016 and will save all supporting data to network server hosted
                                in Tampa using VPN:

        −   Review
        Results: Review of V-Ships results including budget versus actual; review of LNG and FSO JV results 

        −   Houston
        Lightering Close: Perform reconciliations, fixed asset and vessel accounting, close and reconcile payables and receivables,
        and make period end adjustments

        −   Accounting
        for Administrative Companies: Accounting for administrative companies 0021, 0022, 0023 0285, 0340, 0640, 0641, including
        payables

        −   Perform
        Vessel Accounting: Dry dock amortization; post bunker and insurance invoices

        −   Close
        and Reconcile Payables and Receivables: Post, close, and reconcile Oracle AP invoices; release ChOps disbursements;
        apply cash; bank account reconciliation; intercompany loan schedules

        −   Perform
        Accounting for Pool / Commercial Management Revenue: Revenue recognition; reconcile sales sub-ledger; run reports
        for budget v. actual, reconciliations, and pool allocations

        −   Perform
        Fixed Asset Accounting: Fixed asset subledger reconciliation; value and track assets; asset disposal; reconcile asset
        sub-ledger; vessel asset and other fixed asset rollforward; drydock rollforward; report fixed assets

        −   Derivative
        Analyses: Interest rate swap valuation and effectiveness testing for LNG and FSO JVs and INSW interest rate caps

        −   Perform
        Cost Sharing Allocation: Cost sharing allocation calculation and entry

        −   Perform
        Period End Adjustments: Prepare manual journal entries; prepare accruals; approve and post adjustments

        −   Perform
        Close Operations: Sub-ledger close; Account clearing; FX revaluations; confirm INSW results; create GL extracts, certify
        entity results, and prepare supplemental information
	 	INSW
    completes close and provides all data to OSG within 24 calendar days after Day 1	 	INSW
    Controller	 	OSG
    Controller	 	1
    month


 




    	Confidential	Page 2



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	 	 	 	 	§   INSW
                           Controller or designees will provide input (e.g., prepare documentation and support schedules, answer
                           questions, provide technical direction) as a consultant as needed by phone or email to OSG Controller
                           or designees to issue Attachment 1 to OSG’s November 2016 Bank Reporting deliverable.

        §   INSW
        Controller will ensure all activity is posted to the INSW Oracle instance where it can be consolidated into the OSG Oracle
        instance by the OSG Controller or designees

        §   The
        data feed between the INSW Oracle instance and OSG Oracle instance will be used to transmit GL data; the OSG consolidated
        Oracle instance will sweep and consolidate transactions with pre-separation effective dates from the INSW Oracle instance

        §   Service
        will be provided on a one-time basis

        §   The
        following vendors and subscriptions will be used in the delivery of the service:

        −   VShips

        −   Hedge
        Trackers

        −   Intertrust
        for Spirit and Reliance administration

        −   Cidel
        for Shirley administration

        −   Punter
        Southall for pension actuary

        −   PWC
        Inform and Deloitte Technical Library for accounting guidance

        §   The
        following technology products will be used in the delivery of the service:

        −   Oracle,
        including Discoverer and Claims Database

        −   CHoPS

        −   GLWand
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIN-01-02	 	Review and Input for
    Form 10-K filing	 	§   INSW
        Controller or designees will provide review and input (e.g., prepare documentation and support schedules, answer questions,
        provide technical direction) as needed by phone or email to OSG Controller or designees of areas including, but not limited
        to:

        −   Pensions

        −   APIC
        schedules

        −   Restricted
        shares, stock options, stock compensation, and capital stock

        −   Vessel
        impairment and drydock

        −   Core
        statements including staging / mapping file, statement of cash flows, and deliverables for external auditor

        −   Earnings
        per common share

        −   Taxes

        −   Accounting
        and reporting memos

        −   MD&A,
        including deliverable for external auditor

        −   Accounting
        and disclosures for discontinued operations

        §   INSW
        Controller will provide review of the following drafts of Form 10-K:

        −   First
        draft for outside counsel, external auditor, and Disclosure 
	 	INSW
    provides response or estimated response time within 1 business day of OSG question submission	 	INSW Controller	 	OSG Controller	 	4 months


 




    	Confidential	Page 3



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	 	 	 	 	Committee

        −   Second
        draft for outside counsel, external auditor, Audit Committee, Disclosure Committee, and Vintage

        §   Service
        will be provided as needed based on requests from OSG

        §   Data
        may be shared via email or posted to a network server hosted in Tampa using VPN

        §   The
        following vendors and subscriptions will be used in the delivery of the service:

        −   PWC
        Inform and Deloitte Technical Library for accounting guidance

        −   Vintage
        / Certent

        −   Third-party
        Financial Reporting Consultant

        §   The
        following technology products will be used in the delivery of the service:

        −   Oracle,
        including Discoverer and Claims

        −   CHoPS

        −   Crossfire
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIN-01-03	 	Preparation of OSG Form
    8-K filing	 	§   INSW
        Controller and designees will provide a completed Form 8-K, including supporting data and analysis, to meet OSG’s
        filing obligation for the trigger event “Spin off”

        §   Data
        will be provided via email or by posting to a network server hosted in Tampa using VPN within two business days after
        Day 1

        §   The
        following vendors and subscriptions may be used in the delivery of the service:

        −   Vintage
        / Certent

        −   Deloitte
        Tax

        −   PwC

        §   The
        following technology products will be used in the delivery of the service:

        −   Oracle,
        including Discoverer and Claims

        −   CHoPS

        −   Crossfire
	 	INSW
    provides completed Form 8-K within 2 business days after Day 1	 	INSW Controller	 	OSG Controller	 	2 weeks
	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIN-01-04	 	Access to INSW Oracle
    instance for sweep	 	§   INSW
        CIO or designees will provide access so that the OSG consolidated Oracle instance may sweep and consolidate transactions
        from the INSW Oracle instance outside of planned downtime. Downtime will be jointly coordinated and agreed to in writing
        by INSW CIO, INSW Controller, OSG CIO, and OSG Controller

        §   Sweep
        access will discontinue at the end of the TSA

        §   INSW
        CIO or designees will provide support for data access issues. If OSG Controller or designees experience access issues,
        the INSW CIO will be informed via phone or email by OSG Controller. INSW CIO will attempt to resolve the access issue
        within 1 business day. If the issue cannot be resolved within 1 business day, INSW CIO will provide a plan to OSG Controller
        within 1 business day to resolve the access issue
	 	INSW
        provides access to INSW Oracle instance for sweep outside of planned downtime

         

        INSW
        restores access or provides plan to restore access within 1 business day of OSG issue submission
	 	INSW CIO	 	OSG Controller	 	1 months


 




    	Confidential	Page 4



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	 	 	 	 	§   Costs
        for third party support to resolve data access issues will be documented by INSW CIO. INSW CIO will invoice OSG for all
        support costs plus a 5% markup at TSA exit

        §   Service
        will be provided on a one-time basis

        §   The
        following technology products will be used in the delivery of the service: Oracle
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIN-01-05	 	Access to consolidated
    OSG Oracle instance and shared files	 	§   OSG
        CIO or designees will provide access to the consolidated OSG Oracle instance and select shared folders hosted in Tampa

        §   OSG
        CIO or designees will provide access outside of planned downtime. Downtime will be jointly coordinated and agreed to in
        writing by INSW CIO, INSW Controller, OSG CIO, and OSG Controller

        §   Access
        to shared folders and consolidated OSG Oracle instance will be provided through VPN. If VPN performance level is not acceptable
        and workable, INSW Controller will inform OSG CIO in writing, and OSG CIO will work to make performance level acceptable
        and workable. INSW CIO will provide support to OSG CIO as needed to make performance level acceptable and workable

        §   Access
        rights for personnel will be granted by written agreement between OSG CIO, OSG Controller, INSW CIO, and INSW Controller.
        Agreement will include personnel and associated access scope

        §   Access
        rights will be revoked at the end of the TSA. Access rights may also be revoked by OSG CIO or OSG Controller prior to
        the end of the TSA. OSG CIO or designee will provide email notice of access revocation to INSW Controller and INSW CIO
        1 business day prior to removal

        §   OSG
        CIO or designees will provide support for access issues. If INSW Controller or designees experience access issues, the
        OSG CIO will be informed via phone or email by INSW Controller. OSG CIO will attempt to resolve the access issue within
        1 business day. If the issue cannot be resolved within 1 business day, OSG CIO will provide a plan to INSW Controller
        within 1 business day to resolve the access issue

        §   Service
        will be provided on a one-time basis

        §   The
        following technology products will be used in the delivery of the service: Oracle
	 	OSG
        provides access to OSG consolidated Oracle instance

        outside
        of planned downtime

         

        OSG
        provides access to shared files outside of planned downtime

         

        OSG
        provides remote access through VPN outside of planned downtime

         

        OSG
        restores access or provides plan to restore access within 1 business day of INSW issue submission
	 	OSG CIO	 	INSW Controller	 	4 months
	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIN-01-06	 	JV interest rate swap
    valuation from Hedge Trackers	 	§   OSG
        Controller will forward the monthly deliverable from Hedge Trackers for derivative accounting and valuation via email
        to the INSW Controller within 1 business day of receipt

        §   If
        Hedge Trackers copies INSW Controller on deliverable submission, OSG Controller does not need to forward the deliverable
        to INSW Controller

        §   If
        Hedge Trackers does not submit report by the seventh day of the month, OSG Controller will immediately inform INSW controller
        and follow up with Hedge Trackers. OSG Controller will keep INSW Controller informed with updated deliverable status as
        requested by INSW Controller

        §   INSW
controller is responsible for reviewing deliverable and communicating
	 	OSG
        Controller provides Hedge Trackers deliverable to INSW Controller within 1 business day of receipt

         

        OSG
        Controller informs INSW Controller 
	 	OSG Controller	 	INSW Controller	 	3.5 months


 




    	Confidential	Page 5



     


    

 


TSA
Schedule A


 


	Service 

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	 	 	 	 	any
        issues directly to Hedge Trackers. OSG Controller will be copied on all email correspondence between INSW Controller and
        Hedge Trackers

        §   Service
        will be provided on a monthly basis for November 2016, December 2016, January 2017, and February 2017 deliverables from
        Hedge Trackers

        §   No
        special technology products are required in the delivery of this service
	 	immediately if Hedge Trackers has not submitted deliverable by seventh day of the month	 	 	 	 	 	 



 






    	Confidential	Page 6



     


    

 


TSA Schedule A


 


	Schedule:
    Finance	Service
    Area: Payroll Funding


 


General Description of Services: OSG will fund INSW
NYC payroll and other compensation (e.g., HSA, Wageworks, medical insurance, stock comp vesting, etc.) by making funds available
to ADP for disbursement to INSW employees assigned to the NYC office. OSG Accounting Manager or designee will provide INSW controller
or designee with data from ADP to make journal entries for payroll and other compensation for employees assigned to the NYC office


 


Service Summary:


 


	Service 

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	FIN-02-01	 	Funding
    for bi-weekly INSW New York payroll and other compensation	 	§   Standard
        Bi-Weekly Payroll: OSG will fund the INSW payroll for employees assigned to the NYC office by making funds available
        to ADP for disbursement. OSG and INSW will follow the following procedure:

        −   Imprest
        Funding: One business day following separation, INSW Controller or designee will transfer $500,000 (“Imprest
        Level”) to Fifth Third account ending in 4290 (“Revenue Account”)

        −   Payroll
        Funding: Two days prior to pay date (per ADP requirement), OSG Accounting Manager or designee will transfer funds
        sufficient to cover the INSW NYC payroll as indicated by ADP. Funds will be transferred to JP Morgan Chase account ending
        in 2788 (“Shoreside Payroll Account”). ADP will withdraw funds for disbursement to INSW NYC employees from
        Shoreside Payroll Account

        −   Imprest
        Level Top-Up: OSG Accounting Manager or designee will send invoice to INSW Controller or designee for the actual INSW
        shoreside payroll disbursement amount (“Disbursement”). INSW Controller or designee will transfer funds sufficient
        to restore Imprest Level in Revenue Account at least five business days prior to the next pay date

        §   Exceptions:
        If for a given payroll, Imprest Level will be insufficient to cover Disbursement, OSG and INSW will follow the following
        procedure:

        −   Notification:
        OSG HR Director or designee will notify INSW Controller or designee of expected Disbursement at least two business
        days prior to funds being required

        −   Additional
        Funding: INSW Controller or designee will transfer sufficient funds to Revenue Account to cover Disbursement by the
        date indicated by OSG HR Director

        −   Imprest
        Level Top-up: OSG Accounting Manager or designee will send invoice to INSW Controller or designee for the Disbursement.
        INSW Controller or designee will transfer funds sufficient to restore Imprest Level in Revenue Account at least five business
        days prior to the next pay date

        §   The
“Standard Bi-Weekly Payroll” and “Exceptions” procedures may be used to fund other compensation which
includes, but is not limited to, AIP payments, HSA / FSA / 401(k) contributions, medical insurance and payroll taxes on stock
vesting. OSG HR Director will notify INSW Controller through email two business days prior to funds being required and will use
	 	Payroll
        Funding: OSG Accounting Manager will transfer funds sufficient to cover INSW NYC payroll to Shoreside Payroll Account
        two days prior to pay date

         

        Imprest
        Level

        Top-Up:

        INSW
        Controller or designee will transfer funds sufficient to restore Imprest Level in Revenue Account at least five business
        days prior to the pay date

         

        Exception
        Notification:

        OSG
        HR Director or designee will notify INSW Controller of expected Disbursement at least three business days prior to funds
        being required

         

        Exception
        Additional Funding:

        INSW
        Controller or designee will transfer sufficient funds to

         
	 	OSG
    Controller	 	INSW
    Controller	 	1
    months


  




    	Confidential	Page 7



     


    

 


TSA
Schedule A


 


	Service 

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	 	 	 	 	the
                                “Exceptions” procedure if the Disbursement will be greater than the Imprest Level 

                                 §   The
                                Imprest Level can be adjusted by agreement between OSG and INSW controllers in writing

        §    OSG
        Accounting Manager or designee will send to INSW Controller or designee data file from ADP containing information for
        payroll journal entries for INSW personnel assigned to the NYC office within 1 business day of receipt. File will be shared
        via email

        §    Sharing
        of journal entry data for Houston, Newcastle, and Manila payrolls is covered in HR TSAs

        §    Funding
        of payroll and other compensation for employees based in Houston, Newcastle, and Manila is excluded from this TSA

        §    Service
        will be provided every other week on a recurring basis for bi-weekly payroll and as needed for other compensation

        §    The
        following vendors and subscriptions will be used in the delivery of the service:

        −   ADP

        −   Fifth
        Third Bank

        −   JP
        Morgan Chase Bank

        §    The
        following technology products will be used in the delivery of the service:

        −   Oracle

        −   ADP
        local and network server software
	 	Revenue
    Account to cover Disbursement by the date indicated by OSG HR Director 	 	 	 	 	 	 


  




    	Confidential	Page 8



     


    

 


TSA Schedule A


 


	Schedule:
    Finance	Service
    Area: Knowledge Transfer


 


General Description of Services: INSW Controller and
designees and OSG Controller and designees will provide reasonably requested knowledge transfer to each other regarding services
related to the following sub-functions: FP&A, Treasury, Accounts Payable, General Accounting, External Reporting, Investor
Relations, Tax, and Internal Audit. Knowledge transfer will consist of consulting time to answer questions about matters prior
to the separation and general guidance on document and deliverable preparation for each sub-function. Information will be provided
by phone, email, or by posting to a network server hosted in Tampa or NYC using VPN. Service will be provided as needed based
on requests from the receiving party. PWC Inform, Deloitte Technical Library, Oracle, including Discoverer and Claims, CHoPS,
and GL Wand will be used to deliver these services.


 


Service Summary:


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	FIN-03-01	 	FP&A Knowledge Transfer	 	§   Knowledge
    transfer for FP&A will include, but is not limited to, the following areas: BOD fees, G&A analysis, and consolidated
    operations analysis	 	Response provided
    within 1 business day of question submission	 	INSW
    Controller	 	OSG
    Controller	 	4
    months
	FIN-03-02	 	Treasury Knowledge Transfer	 	§   Knowledge
    transfer for Treasury will include, but is not limited to, the following areas: debt payments, interest rate hedging, and
    loan documents	 	Response provided
    within 1 business day of question submission	 	OSG Treasurer	 	INSW CFO, INSW Controller	 	2 months
	FIN-03-03	 	Accounts Payable Knowledge Transfer	 	§   Knowledge
    transfer for Accounts Payable will include, but is not limited to past invoices	 	Response provided
    within 1 business day of question submission	 	INSW Controller	 	OSG Controller	 	4 months
	FIN-03-04	 	General Accounting Knowledge Transfer	 	§   Knowledge
    transfer for General Accounting will include, but is not limited to, the following areas: external spend for 3rd parties,
    share compensation, pension accounting, deferred financing costs for bonds, allocation process, and fixed asset accounting	 	Response provided
    within 1 business day of question submission	 	INSW Controller	 	OSG Controller	 	4 months
	FIN-03-05	 	External Reporting Knowledge Transfer	 	§   Knowledge
    transfer for External Reporting will include, but is not limited to, the following areas: SEC filings and audit support, board
    of directors reports, bank reporting	 	Response provided
    within 1 business day of question submission	 	INSW Controller	 	OSG Controller	 	4 months
	FIN-03-06	 	General Knowledge Transfer	 	§   General
    knowledge transfer for Accounting will include, but is not limited to, the following areas: 10-K footnotes and XBRL tagging	 	Response provided
    within 1 business day of question submission	 	OSG Controller	 	INSW

        Controller
	 	4 months


 




    	Confidential	Page 9



     


    

 


TSA Schedule A


 


	Schedule: Finance	Service Area: Investor
    Relations


 


General Description of Services: OSG Investor Relations
will provide reasonably requested support to INSW Investor Relations for post-spin IR activities including investment community
outreach, and support for the corporate and IR website transition.


  


Service Summary: 


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	FIN-04-01	 	Support for INSW Investor
    Relations from OSG	 	§   OSG
                                will support INSW as needed by phone, email, or in person for the following IR activities:

        −   Investment
        Community Outreach: OSG Investor Relations will support the INSW Principal Financial Officer for investment community
        outreach as needed. The extent of outreach will be determined by the INSW Principal Financial Officer and support may
        include the following:

        ·      Development
        of an outreach plan for the remainder of 2016 and 2017

        ·      Coordination
        of and preparation for post-spin roadshows and investor conferences

        ·      Manage
        existing investor relationships and target prospective shareholders (i.e., buy-side outreach)

        ·      Manage
        research coverage plan for the sell-side community

        −   Corporate
        and IR Website Transition: OSG IR will provide support to INSW Human Resources in the transition of the Corporate
        and IR Websites

        §   The
        following vendors and subscriptions will be used in the delivery of the service:

        −   Ipreo
        / Factset

        −   BusinessWire

        §   The
        following technology products will be used in the delivery of the service:

        −   SNL
	 	OSG
    provides response or estimated response time within 1 business day of INSW question submission	 	OSG
    Investor Relations	 	INSW
                                Principal Financial Officer for Investment Community Outreach

         

         

         

        INSW
        Human Resources for Corporate and IR Website Transition

         
	 	4
    months


 




    	Confidential	Page 10



     


    

 


TSA Schedule A


 


	Schedule: Human Resources	Service Area: Human Resources


 


General Description of Services: Human Resources support
services provided to INSW from OSG and vice versa


 


Service Summary:


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	HR-001-A	 	US
    Payroll Processing 

    (Non Houston)	 	§   Provide
                                accurate and uninterrupted payroll services to US INSW (New York – Non Houston ) employees:

        −   Process
        normal payroll bi-weekly run, specifically assessing payroll processing gross to net, as well as other off-cycle Payroll
        / Compensation disbursements. Processing should occur no later than three (3) business days prior to pay date

        −   Review
        payroll files from outsourced vendor provider for first 3 payrolls in 2017

        −   Review
        payroll files from ADP for New York employees and provide approval to ADP

        −   Process
        bi-weekly EFT/checks and off-cycle EFT/checks, no later than three (3) business days prior to pay date

        −   Coordinate
        with OSG finance / treasury to ensure payroll funding and journal entries are available, in accordance with the terms
        and timeframes described in the Finance Payroll Funding TSA Fin-03-01

        −   Process
        periodic payroll system reconciliation for each payroll

        −   Process
        periodic reporting and compliance procedures / analysis in compliance with any local, state or federal regulations

        −   Process
        timesheets, earnings, deductions (e.g., W4s, direct deposits, 401k), disbursements and garnishments, upon receipt of information
        from INSW. In order to be included in the current payroll cycle, INSW must provide this information at least seven (7)
        business days prior to pay date

        −   Process
        hiring, termination (voluntary and involuntary) and leaves of absence in payroll. In order to be included in the current
        payroll cycle, INSW must provide this information at least seven (7) business days prior to pay date. Note: payment recovery
        for any unforeseen circumstances (e.g. employee terminations) will not be guaranteed

        −   Manage
        Service Recipient employee data in payroll system,

        −   Process
        employee's year end income tax statements (i.e., W2s), in compliance with local, state and federal regulations

        −   Resolve
        issues related with INSW employees payroll inquiries:

        ·   SLA
        for answering INSW’s issues: 

        o    All
        clients’ inquiries will be acknowledged within one (1) business day

        o    Normal
        inquiries will be resolved within three (3) business days. In case resolution is not feasible within this timeframe, an
        estimated resolution deadline will be informed within two (2) business days
	 	Available
                                between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna
                                Marshall, OSG

         

         

         

        Susan
        Lucas, OSG

         
	 	Steve
    Stulbaum, INSW	 	6
    months


 




    	Confidential	Page 11



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	o   SLA
                                for urgent enquires will be agreed on a case by case basis, following direct phone contact

        ·   Escalation
        path: issues raised by INSW employees should be directed to OSG’s payroll email account uspayroll@osg.com. OSG’s
        Payroll manager and INSW HR lead to be copied in the email chain

        −   Support
        year-end accounting process by providing ad hoc reports to INSW, following SLA for issue resolution described above, if
        applicable

        −   Support
        internal / external audits, if applicable. Response timeframes will be agreed upon based on complexity of request, data
        availability and vendor constraints

        −   Liaise
        with OSG IT to address any software issues that may arise during payroll processing

         

        §   Continue
        deductions and remittances, in compliance with local, state, federal regulations and contractual arrangements, to: 

        −   Tax
        Agencies

        −   Benefits
        Vendors

        −   Retirement
        vendors

        −   Garnishment
        Recipients

         

        Exclusion(s): N/A

         

        Technology / Third
        Party Vendors used to support service provider:

        −   Oracle

        −   ADP
        National Accounts

        −   Deloitte
        Tax

        −   ADP
Tax Management Services
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR-001-B	 	US
    Payroll Processing

    (Houston)	 	§   Provide
                                accurate and uninterrupted payroll services to US INSW (Houston) employees:

        −   Process
        normal payroll bi-weekly run, specifically assessing payroll processing gross to net, as well as other off-cycle Payroll
        / Compensation disbursements. Processing should occur no later than three (3) business days prior to pay date

        −   Review
        payroll files from outsourced vendor provider for first 3 payrolls in 2017

        −   Review
        payroll files from ADP for Houston employees and provide approval to ADP

        −   Process
        bi-weekly EFT/checks and off-cycle EFT/checks, no later than three (3) business days prior to pay date

        −   Coordinate
with INSW finance / treasury to ensure payroll funding
	 	Available
                                between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna
                                Marshall, OSG 

         

         

         

        Susan
        Lucas, OSG

         
	 	Steve
    Stulbaum, INSW	 	6
    months


 




    	Confidential	Page 12



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	available.
                                Note: Journal entries will not be managed by OSG HR

                                −   Process
                                periodic payroll system reconciliation for each payroll

        −   Process
        periodic reporting and compliance procedures / analysis in compliance with any local, state or federal regulations

        −   Process
        timesheets, earnings, deductions (e.g., W4s, direct deposits, 401k), disbursements and garnishments, upon receipt of information
        from INSW. In order to be included in the current payroll cycle, INSW must provide this information at least seven (7)
        business days prior to pay date

        −   Process
        hiring, termination (voluntary and involuntary) and leaves of absence in payroll. In order to be included in the current
        payroll cycle, INSW must provide this information at least seven (7) business days prior to pay date. Note: payment recovery
        for any unforeseen circumstances (e.g. employee terminations) will not be guaranteed

        −   Manage
        Service Recipient employee data in payroll system

        −   Process
        employee's year end income tax statements (i.e., W2s), in compliance with local, state and federal regulations

        −   Resolve
        issues related with INSW employees payroll inquiries:

        ·   SLA
        for answering INSW’s issues: 

        o   All
        clients’ inquiries will be acknowledged within 1 business day

        o   Normal
        inquiries will be resolved within 3 business days. In case resolution is not feasible within this timeframe, an estimated
        resolution deadline will be informed within 2 business days

        o   SLA
        for urgent enquires will be agreed on a case by case basis, following direct phone contact

        ·      Escalation
        path: issues raised by INSW employees should be directed to OSG’s payroll email account uspayroll@osg.com. OSG’s
        Payroll manager and INSW HR lead to be copied in the email chain

        −   Support
        year-end accounting process by providing ad hoc reports to INSW, following SLA for issue resolution described above, if
        applicable

        −   Support
        internal / external audits, if applicable. Response timeframes will be agreed upon based on complexity of request, data
        availability and vendor constraints

        −   Liaise
        with OSG IT to address any software issues that may arise during payroll processing

         

        §  Continue
        deductions and remittances, in compliance with local, state, federal regulations and contractual arrangements, to:

        −   Tax
        Agencies

        −   Benefits
        Vendors

        −   Retirement
        Vendors

        −   Garnishment
        Recipients 
	 	 	 	 	 	 	 	 


 




    	Confidential	Page 13



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	Exclusion(s): N/A

         

        Technology / Third
        Party Vendors used to support service provider:

         

        −   Oracle

        −   ADP
        National Accounts

        −   ADP
        Tax Management Services
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR-001-C	 	UK and Philippines
    (PH) Payroll Processing	 	§   Provide
        accurate and uninterrupted payroll services to INSW’s UK and Manila employees: 

        −   Process
        normal payroll monthly (UK) semi-monthly (PH) run, specifically assessing payroll processing gross to net, as well as
        other off-cycle Payroll / Compensation disbursements. Processing should occur no later than ten (10) business days prior
        to pay date

        −   Review
        payroll files from ADP for UK and PH employees and provide approval to ADP

        −   Process
        EFT/checks and off-cycle EFT/checks, no later than ten (10) business days prior to pay date

        −   Coordinate
        with INSW finance / treasury to ensure payroll funding available. Note: Journal entries will not be managed by
        OSG HR

        −   Process
        periodic payroll system reconciliation for each payroll.

        −   Process
        periodic reporting and compliance procedures / analysis in compliance with any local country regulations

        −   Process
        timesheets, earnings, deductions, disbursements and garnishments, upon receipt of information from INSW. In order to be
        included in the current payroll cycle, INSW must provide this information at fifteen (15) business days prior to pay date

        −   Process
        hiring, termination (voluntary and involuntary) and leaves of absence in payroll. In order to be included in the current
        payroll cycle, INSW must provide this information at least fifteen (15) business days prior to pay date. Note: payment
        recovery for any unforeseen circumstances (e.g. employee terminations) will not be guaranteed

        −   Manage
        Service Recipient employee data in payroll system

        −   Process
        employee's year end income tax statements (e.g. P11Ds, BR2316), in compliance with local country regulations

        −   Resolve
        issues related with INSW employees payroll inquiries:

        ·   SLA
        for answering INSW’s issues: 

        o    All
        clients’ inquiries will be acknowledged within 1 business day

        o    Normal
inquiries will be resolved within 3 business days. In case resolution is not feasible within this timeframe, an estimated resolution
deadline will be informed within 2 

         
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna
        Marshall, OSG

         

        Susan
        Lucas, OSG
	 	Steve
    Stulbaum, INSW	 	6
    months



 






    	Confidential	Page 14



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	business
        days

         o   SLA
        for urgent enquires will be agreed on a case by case basis, following direct phone contact

        ·      Escalation
        path: issues raised by INSW employees should be directed to OSG’s payroll email account uspayroll@osg.com. OSG’s
        Payroll manager and INSW HR lead to be copied in the email chain

        −   Support
        year-end accounting process by providing ad hoc reports to INSW, following SLA for issue resolution described above,
        if applicable.

        −   Support
        internal / external audits, if applicable. Response timeframes will be agreed upon based on complexity of request, data
        availability and vendor constraints

        −   Liaise
        with OSG IT to address any software issues that may arise during payroll processing

         

        §   Continue
        deductions and remittances to government agencies, in compliance with local country regulations

         

        Exclusion(s):

        §   OSG
        will not be responsible for managing any non-payroll related dealings with UK’s Tax Authorities (e.g. UK Pension,
        Form 42s).

         

        Technology / Third
        Party Vendors used to support service provider:

        −   PSPI,
        Manila Payroll Processer

        −   ADP
        Streamline

        −   Payroll
        Service Providers, Inc.(ADP Affliate)

        −   ADP
        UK (Florida Team)

        −   Navarro
Amper & Co. | Member of Deloitte Touche Tohmatsu Limited
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR-002	 	Human Resources Information
    Systems (HRIS)	 	§   Provide
        employee data system of record day-to-day support and maintenance:

        −   Maintenance
        of system integrity and infrastructure (in partnership with OSG IT).

        −   Support
        implementation of vendor software updates (if applicable)

         

        §   HRIS
        Record Creation, Termination and Changes upon receipt of information from INSW. In order to keep data aligned with Payroll,
        INSW must provide information at least seven (7) business days for US employees and fifteen (15) business days for Non-US
        employees prior to pay date: 

        −   Creation
        of employee records in Oracle

        −   Process
/ manage employee personal data changes 
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna
        Marshall, OSG

         

        Susan
        Lucas, OSG
	 	Steve Stulbaum, INSW	 	6 months


  




    	Confidential	Page 15



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	−   Manage
        employee compensation changes

        −   Update
        employee termination record

         

        §   HR
        Reporting and Analytics:

        −   Partner
        with OSG IT to run HR analytics reports and provide information to INSW (as needed) – SLA for reports:

        ·    All
        clients’ inquiries will be acknowledged within 1 business day

        ·    Normal
        inquiries will be resolved within 3 business days. In case resolution is not feasible within this timeframe, an estimated
        resolution deadline will be informed within 2 business days

        −   Urgent
        inquires will be agreed on a case by case basis, following direct phone contact.

        −   OSG
        HR will provide the ‘Active Employee Detail’ report to INSW HR on a weekly basis

         

        §   Maintain
        and provide electronic and paper for Employee Records:

        −   Maintain
        and make accessible to INSW – as required – soft copies of current employee job descriptions, personnel, benefits,
        I9s, training, background checks, drug tests, EEO/Vets/Disability forms, FMLA, Worker's Comp, Hiring/Interview files

        −   Maintain
        and make accessible to INSW – as available at separation date – hard and / or soft copies of terminated or
        retired employees records

        −   Box.com
        will be used to transfer data and employee records during the TSA period

        Exclusion(s): N/A

         

        Technology / Third
        Party Vendors used to support service provider:

        −   Oracle

        −   OSG
        IT

        −   Iron
        Mountain

        −   IAS-EPE
(Greek Law Firm)
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR-003	 	Total Rewards	 	§   Perform
        Retirement plan administration in compliance with applicable ERISA and / or Federal regulations and timeframes:

        −   Enroll
        / process new hires into the relevant plan(s)

        −   Maintain
        eligibility

        −   Manage
        enrollment

        −   Exchange
data with benefit provider 

        −   Manage
        benefit provider payments, in accordance to contractual obligations

        −   Manage
        benefit contributions remittance payments for US, and ensure
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in 
	 	Deanna
        Marshall, OSG

         

        Susan
        Lucas, OSG
	 	Steve Stulbaum, INSW	 	6 months


 




    	Confidential	Page 16



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	process
        is completed within three (3) business days of pay date. Both parties will follow the process established below:

         

        For New York
Employees: 

        ·    OSG
        HR compiles and validates invoices / reports

        ·    OSG
        HR manager reviews and approves

        ·    OSG
        HR provides OSG Finance with the voucher requests for New York employees

        ·    OSG
        Finance enters vouchers into accounting system and processes payment for NYC employees within one (1) business day of
        pay date and inform OSG HR once completed.

         

        For Houston
Employees 

        ·    OSG
        HR compiles and validates invoices / reports

        ·    OSG
        HR manager reviews and approves

        ·    OSG
        HR provides Houston Finance with the voucher requests for Houston employees

        ·    US
        Houston Finance enters vouchers into accounting system and submits to INSW Treasury for payment processing. 

        ·    INSW
        Treasury must send payment to Benefits vendor (i.e., Vanguard) within one (1) business day of pay date and inform OSG
        HR and OSG Finance once completed.

         

        −   Process
        benefits termination

        −   Determine
        benefits eligibility

        −   Review
        loan administration and eligibility

        −   Manage
        employee data changes and support the process to submit changes to third party vendors according to applicable laws

        −   Manage
        plan document and related audits if applicable. Response timeframes will be agreed upon based on complexity of request,
        data availability and vendor constraints.

        −   Support
        preparation and submission of federal filings and assist with answering any follow-up questions if applicable. Response
        timeframes will be agreed upon based on complexity of request, data availability and vendor constraints.

        −   Support
        administration of SERP for eligible employees

        −   Assist
        with any budgeting activities related to retirement plans

        −   Resolve
        issues related with INSW employees retirement plan administration:

        ·   SLA
        for answering OSG’s funding issues: 

        o    In
        the absence of a confirmation of payment within one (1) business day of pay date, OSG HR will escalate this issue with
        INSW Finance via phone / email.

        o    INSW
        Finance must acknowledge the issue and work diligently

         
	 	service description 	 	 	 	 	 	 


 


 




    	Confidential	Page 17



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	to
        make payment by the next business day.

        o   Once
        payment is made, INSW Finance must inform OSG HR.

         

        §   Compensation
        and Benefits Benchmarking:

        −   Liaise
        with vendors to provide INSW with benefit market analysis (e.g. Benchmarking, Surveys, Provider pricing)

        −   Assist
        with implementation of INSW’s compensation and benefits governance model

         

        §   Perform
        Benefits Administration in compliance with applicable ERISA and / or Federal regulation and timeframes:

        −   Maintain
        eligibility

        −   Manage
        benefits enrollment

        −   Administer
        flexible spending accounts, commuter accounts.

        −   Administer
        disability claims

        −   Exchange
        data with benefit providers

        −   Manage
        benefit provider payments, in accordance to contractual obligations.

        −   Manage
        benefit provider premium or contributions payments for US, and ensure process is completed, in accordance to contractual
        obligations. Both parties will follow the process established below:

         

        For New York
Employees: 

        ·   OSG
        HR compiles and validates invoices / reports

        ·    OSG
        HR manager reviews and approves

        ·    OSG
        HR provides OSG Finance with the voucher requests for New York employees.

        ·    OSG
        Finance enters vouchers into accounting system and processes payment for NYC employees and inform OSG HR once completed.

         

        For Houston
Employees 

        ·    OSG
        HR compiles and validates invoices / reports

        ·    OSG
        HR manager reviews and approves

        ·    OSG
        HR provides Houston Finance with the voucher requests for Houston employees

        ·    US
        Houston Finance enters vouchers into accounting system and submits to INSW Treasury for payment processing. 

        ·    INSW
        Treasury must send payment to Benefits vendor and inform OSG HR and OSG Finance once completed.

         

        −   Process
        benefits termination

        −   Determine
benefits eligibility 
	 	 	 	 	 	 	 	 


 


 




    	Confidential	Page 18



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	§   Perform
        Health Savings Accounts (H.S.A Bank) administration in compliance with applicable Federal regulations and timeframes:

        −   Manage
        contributions remittance payments for US, and ensure process is completed within three (3) business days of pay date.
        Both parties will follow the process established below:

         

        For New York
        Employees:

        ·    OSG
        HR compiles and validates invoices / reports

        ·    OSG
        HR manager reviews and approves

        ·    OSG
        HR provides OSG Finance with the voucher requests for New York employees.

        ·    OSG
        Finance enters vouchers into accounting system and processes payment for NYC employees within one (1) business day of
        pay date and inform OSG HR once completed.

         

        For Houston
        Employees

        ·    OSG
        HR compiles and validates invoices / reports

        ·    OSG
        HR manager reviews and approves

        ·    OSG
        HR provides Houston Finance with the voucher requests for Houston employees

        ·    US
        Houston Finance enters vouchers into accounting system and submits to INSW Treasury for payment processing. 

        ·    INSW
        Treasury must send payment to Benefits vendor (i.e., Vanguard) within one (1) business day of pay date and inform OSG
        HR and OSG Finance once completed

         

        −   Process
        new hires, terminations and contribution changes

        −   Determine
        benefits eligibility

        −   Manage
        plan document and related audits if applicable. Response timeframes will be agreed upon based on complexity of request,
        data availability and vendor constraints.

        −   Support
        preparation and submission of federal filings and assist with answering any follow-up questions if applicable. Response
        timeframes will be agreed upon based on complexity of request, data availability and vendor constraints.

        −   Resolve
        issues related with INSW employees H.S.A administration:

        ·   SLA
        for answering OSG’s funding issues: 

        o   In
        the absence of a confirmation of payment within one (1) business day of pay date, OSG HR will escalate this issue with
        INSW Finance via phone / email.

        o   INSW
        Finance must acknowledge the issue and work diligently to make payment by the next business day.

        o   Once
payment is made, INSW Finance must inform OSG HR. 
	 	 	 	 	 	 	 	 


 




    	Confidential	Page 19



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	§   Leave
Administration:

        −   Medical
        (e.g. Short-Term Disability) / FMLA leave of absence

        ·    INSW
        must notify OSG HR as soon of when made aware that a leave of absence is required

        ·    OSG
        will provide FMLA forms to employee to be completed, within five (5) business days of being notified. Note: Short-Term
        Disability forms will be included if the employee is eligible

        ·   INSW
        employee will provide completed form according to FMLA guidance

        ·    OSG
        will determine eligibility and place employee on leave in the HRIS system 

        ·    OSG
        will inform Payroll vendor that INSW employee is on leave and will stop pay as of the effective leave date

        ·    OSG
        will coordinate with Short-Term Disability provider as appropriate

        ·    INSW
        employee must inform OSG HR within one (1) business day upon employee returning from leave. OSG HR will: 

        o   Add
        employee back to payroll.

        o   Coordinate
        with INSW employee to review payroll and benefits related items (e.g., missed benefits contributions, loan re-amortizations,
        and partial salary payments).

        −   Military
        Leave

        ·    INSW
        must notify OSG HR as soon of when made aware that a leave of absence is required

        ·    OSG
        will provide forms to employee to be completed, within five (5) business days of being notified

        ·    INSW
        employee will provide completed form according to federal guidance

        ·    OSG
        will determine eligibility and place employee on leave in the HRIS system 

        ·    OSG
        will inform Payroll vendor that INSW employee is on leave and will adjust pay according to OSG’s military leave
        policy

        ·    INSW
        employee must inform OSG HR within one (1) business day upon employee returning from leave. OSG HR will: 

        o   Add
        employee back to payroll.

        o    Coordinate
        with INSW employee to review payroll and benefits related items (e.g., missed benefits contributions, loan re-amortizations,
        and partial salary payments)

         

        §   AIP
        Administration and Pay Increase Administration:

        −   Provide
INSW’s incentive calculation and salary increase spreadsheet template. INSW will be responsible for completing the template
with input
	 	 	 	 	 	 	 	 


 




    	Confidential	Page 20



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	from
        PDR Process, SBU and Corporate goals.

        −   INSW
        (Jerry Miller) will provide OSG and INSW rolled-up ESO for both OSG and INSW businesses – as soon as available.

         

        Exclusions:

         

        −   OSG
        will not be responsible for making calculations adjustments aligned with feedback from INSW’s Senior Management.

        −   OSG
        will not be responsible for creating and distributing bonus statements to INSW’s employees.

        −   OSG
        will not be responsible for sending payment information to Payroll for processing and payment.

        −   OSG
        will not be responsible for supporting annual merit market, internal and external equity adjustments.

        −   OSG
        will not be responsible for supporting promotional reviews, increase cycles, compensation statement creation and distribution

         

        §   Assist
        INSW with Benefits Open Enrollment for FY2017 benefits plans (assuming that INSW stays on OSG’s Benefit plans and
        payroll as at 01/01/2017)

        −     OSG
        will provide INSW Benefits Open Enrollment support for 2017 benefit enrollment.

        −     OSG
        will provide benefits guide, enrollment forms, tracking, payroll updates and provider updates.

        −      INSW
        will provide OSG with Defined Contribution (401k plan) options available for employees

         

        Exclusion(s):

         

        

        §   OSG
        will not be responsible to set strategic direction and issues for new INSW’s Retirement plan(s), if applicable:

        −   Retirement
        plan design

        −   Selection
        of investment mix

        −   Review
        fund performance

        −   Expense
        fund fees

        −   Determine
        Eligibility criteria

         

        §   OSG
        will not be responsible for INSW’s Benefits Strategy design:

        −   Design
        benefits strategy, wellness branding/strategy, plans, programs, policies, and align benefits elements to the business

         

        §   OSG
        will not be responsible for INSW’s Compensation Strategy:

        −   Perform
        annual review and adjustment of INSW’s compensation strategy/philosophy, plans, programs, policies, and budgeting
	 	 	 	 	 	 	 	 


 




    	Confidential	Page 21



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	Technology
        / Third Party Vendors used to support service provider:

        −   The
        Vanguard Group

        −   Seyfarth
        Shaw LLP

        −   CBIZ
        MHM, LLC & Mayer Hoffman McCann P.C.

        −   ADP
        Health Compliance Division

        −   ADP

        −   Wage
        Works

        −   HSA
        Bank

        −   Mercer
        (US) Inc.

        −   Liberty
        Mutual Insurance

        −   Eye
        Med

        −   Aetna

         
	 	 	 	 	 	 	 	 
	HR-004	 	Compensation Administration
    	 	§   Executive
        Compensation:

        −   Partner
        with OSG IT to run HR analytics reports and provide information to INSW (as needed) – within two (2) to three (3)
        business days.

        −   OSG
        HR will provide the ‘Active Employee Detail’ report to INSW HR on a weekly basis.

         

        Exclusions:

         

        −   Support
        INSW’s Senior Management and the Board of Directors by compiling data on INSW’s Executive compensation.

        −   Provide
        employee data analysis to various requests made by INSW’s Compensation Committee or the Comp Committee's Consultant

         

        §   Equity
        Plan Administration and Payment for OSG issued stock:

        −   Within
        two (2) business days of vesting, OSG will liaise with Stock Plan Administration (GlobalShares), Transfer Agent (Computershare),
        and employee portal (Morgan Stanley) to initiate stock awards processing

        −   Partner
        with OSG Legal and Finance for reporting and bookkeeping of stock grants

        −   Process
        stock vesting in coordination with OSG Legal and Finance

        −   OSG
        will process payroll updates

        −   Provide
        support answering ongoing employee questions

        −   Support
        the design, development, implementation, testing and validating of beginning with a new Stock Plan Administrator (Certent).
        This will begin in December and conclude in January

         

        Exclusions:

         

        −   OSG
        will not manage stock awards for new INSW plans for FY17

        −   OSG
        will not draft stock award letters on behalf of INSW

        −   OSG
        will not draft / file SEC form(s) on behalf of INSW 
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna
        Marshall, OSG

         

        Susan
        Lucas, OSG
	 	Steve Stulbaum, INSW	 	6 months


 




    	Confidential	Page 22



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	Exclusion(s): (see
        above)

         

        Technology / Third
        Party Vendors used to support service provider:

        −   Global
        Shares Ireland Ltd.

        −   Morgan
        Stanley/Smith Barney

        −   Computershare
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR-004-B	 	Compensation Administration
    	 	§   Compensation
        for terminated INSW employees:

        −   If
        required, INSW will be responsible for engaging employees that terminate employment during TSA period

        −   Where
        applicable, INSW HR and Legal will negotiate the termination packages with the employee

        −   INSW
        will inform OSG of the terms of the termination packages

        §   OSG
        will coordinate the process to ensure that termination packages (e.g. severance, benefits and outplacements services)
        are appropriately delivered to the employee
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Steve Stulbaum, INSW	 	Deanna
        Marshall, OSG

         

        Susan
        Lucas, OSG
	 	6 months
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR - 005	 	HR Compliance 	 	§   Support
        Benefits Compliance activities, as needed and within standard business practice and / or legal timeframes:

        −   Ensure
        data privacy

        −   Ensure
        payroll tax compliance

        −   Support
        HR audits (SOX, Industry, Customers)

         

        Exclusions
        (due to no liability for INSW):

         

        −   Reporting
        (e.g. ACA reporting)

        −   Update
        plan documents and SPD

        −   Assist
        with FSA non-discrimination testing and other additional US ERISA/DOL benefits compliance

        −   Submit
        Affirmative Action, EEO (U.S only), VETS (US Federal Contractor Reporting), if required

         

        §   Compliance
        Training

        −   Current
        online training offerings are available to INSW staff until 12/31/2016.

        −   Exclusions:
        OSG will not be responsible for online compliance training as of 01/01/2017 
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna
        Marshall, OSG

         

        Susan
        Lucas, OSG
	 	Steve Stulbaum, INSW	 	6 months


 




    	Confidential	Page 23



     


    

  


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	Exclusion(s):

        §   OSG
        will not support Compliance activities:

        −   Identify
        HR policies that need to be created or updated to enable INSW to operate

        −   Collect
        all relevant data to create and /or update the policy in questions (including liaising with external vendors, as appropriate)

        −   Provide
        training and communications to employees impacted by new or revised policy

        −   Administrate
        new or updated policy

         

        §   OSG
        will not provide Emergency / Disaster Planning:

        −   Work
        with management to review and update the plan as staff or office location changes (as needed)

        −   Communicate
        plan to employees

        −   Update
        Employees' addresses and change of plans, keep updated records for employees' in case of emergency plan

         

        Technology / Third
        Party Vendors used to support service provider:

        −   DomDoc
        / Intranet

        −   NAVEX

        −   Inspired
        Elearning
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HR-006	 	HR Vendor Management	 	§   OSG
        is responsible for maintaining a contractual relationship with its HR vendors throughout the TSA duration:

        −   OSG
        will own the relationship with HR vendors required to support the TSA between INSW and OSG

        −   OSG
        will be responsible to communicate, at least 60 days in advance and in writing, if it plans to terminate a contractual
        relationship with an HR vendor part of this TSA

        −   OSG
        will be responsible to communicate to INSW, in writing and within reasonable notice, any service disruption planned or
        unexpected caused by OSG’s HR vendors

         

        §   OSG
        will mediate the resolution of any issues linked with quality and accuracy of the service provided by OSG’s HR vendors:

        −   In
        the event of a service related problem, INSW will be responsible for informing OSG, in writing and within reasonable notice

        −   All
        issues should be addressed following the terms below:

        ·   SLA
        for answering INSW’s issues: 

        o   All
        clients’ inquiries will be acknowledged within 1 business day

        o   Normal
        inquiries will be resolved within 3 business days. In
	 	Available
        between 8:00 AM to 4:30PM EST, Monday to Friday – excluding company holidays

         

        Additional
        detail provided in service description
	 	Deanna Marshall, OSG	 	Steve Stulbaum, INSW	 	6 months


 


 




    	Confidential	Page 24



     


    

 


TSA Schedule A


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    / 

    Owner	 	Duration

    (Months)
	 	 	 	 	case
        resolution is not feasible within this timeframe, an estimated resolution deadline will be informed within 2 business
        days

        o   SLA
        for urgent enquires will be agreed on a case by case basis, following direct phone contact

        ·     Escalation
        path: issues raised by INSW employees should be directed to Deanna Marshall (dmarshall@osg.com) and Susan Lucas
        (slucas@osg.com)

        ·     INSW
        will be financially responsible for any changes made to OSG’s HR vendor infrastructure that will only benefits INSW.
        Any requests should be validated by OSG and 

         

        Exclusion(s):

         

        §   OSG
        will not be responsible for negotiating, administrate, and manage any of the INSW HR Vendors, including:

        −   Source
        and select vendors

        −   Negotiate
        and partner with Legal to execute contracts including service level agreements

        −   Sign
        applications and pay invoices

        Technology / Third
        Party Vendors used to support service provider:

        −   Mercer

        −   EPL

        −   Fiduciary
        Liability

        −   Group
        Excess Liability

        −   USL&H

        −   WC

        −   Marsh

        −   Aetna

        −   ADP
	 	 	 	 	 	 	 	 


 



    	Confidential	Page 25



     


    

 


TSA Schedule A


 


	Schedule: Legal 	Service Area: Knowledge
    Transfer


 


General Description of Services: INSW designees will
provide reasonably requested knowledge transfer to the following sub-functions: legal support, board support, contracts negotiations,
compliance support and regulatory support, assuming service recipient will have legal capabilities and point of contact in place
by Day 1. Information will be provided by phone or email. Service will be provided as needed based on requests from the receiving
party


 


Service Summary:


 


	Service

    ID#	 	Service
    Name	 	Service
    Description	 	SLA
    Definition	 	Provider
    /

    Owner	 	Recipient
    /

    Owner	 	Duration

    (Months)
	LEG-001	 	Knowledge
    transfer for Board related activities	 	§   INSW
        will provide knowledge support for the following Board activities, but is not limited to:

        −   Help
        in defining meeting cadence, review of meeting materials and agenda for meetings of the

        ·   Audit
        Committee meetings

        ·   Comp
        Committee meetings

        ·   Governance
        committee meetings

        −   Review
        of the shareholder communications strategy
	 	Response
    provided within two business days of request	 	 INSW Legal	 	OSG Legal	 	1 months
	 	 	 	 	 	 	 	 	 	 	 	 	 
	LEG-002	 	Knowledge
    transfer for compliance and regulatory related activities	 	§   INSW
        will provide knowledge support to include the following areas, but is not limited to: 

        −   Major
        contracts and charters: Knowledge support to facilitate and resolve operational issues such as experience on working
        with vendors, operating model for the contracts etc.

        −   Contracts
        negotiations: Assistance in negotiating and structuring the material of contract

        −   Coast
        guard reporting: Knowledge support for coast guard reporting

        −   Compliance
        support: Knowledge support to business on Jones Act compliance, PAC, SEC reporting requirements including Form 4 filings
        for the public company

        −   Regulatory
        support: Knowledge support to the business on regulatory issues pertaining to the Jones act and federal election laws
        for OSG parent and political action committee

        −   Document
        transfer: Transfer of electronic and paper OSG documents located in New York office
	 	Response
    provided within two business days of request	 	INSW Legal	 	OSG Legal	 	1 months
	 	 	 	 	 	 	 	 	 	 	 	 	 
	LEG-003	 	Knowledge
    transfer for contracts and litigation related activities	 	§   INSW
        will provide reasonably requested knowledge support to OSG regarding following services, but is not limited to:

        −   Contracts
        and litigation: Services related to OSG contracts and litigation including pending SEC investigation advice to INSW

        −   Commercial
        agreements: Review of commercial agreements including charter documents 

        −   Contracts
        database: Knowledge transfer for operation of contracts database and it’s uses
	 	Response
    provided within two business days of request	 	INSW Legal	 	OSG Legal	 	1 months


 




    	Confidential	Page 26



     


    

 


TSA Schedule A


 


TSAs Cost Estimate


 


The fees and expenses for each of the TSA Services to be provided
are outlined below. The fees can be amended from time to time based on mutual agreement between service coordinators. Service
fees will be invoiced by the service provider on a monthly basis as per the schedule outlined below.


 


Forward TSAs cost summary (Services provided by OSG to INSW):


 





	Service 	 	Service Name	 	Service Cost Schedule ($)	 
	ID#	 	 	 	Month 1	 	 	Month 2	 	 	Month 3	 	 	Month 4	 	 	Month 5	 	 	Month 6	 	 	Total Cost	 
	FIN-02	 	Payroll Funding	 	$	4,536	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	$	4,536	 
	FIN-03	 	Knowledge Transfer1	 	$	1,512	 	 	$	1,512	 	 	$	1,512	 	 	$	1,512	 	 	 	–	 	 	 	–	 	 	$	6,048	 
	FIN-04	 	Support for INSW Investor Relations activities1	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	HR-001	 	Payroll Processing	 	$	6,742	 	 	$	6,742	 	 	$	6,742	 	 	$	6,742	 	 	$	6,742	 	 	$	6,742	 	 	$	40,452	 
	HR-002	 	Human Resources Information Systems (HRIS)	 	$	2,735	 	 	$	2,735	 	 	$	2,735	 	 	$	2,735	 	 	$	2,735	 	 	$	2,735	 	 	$	16,412	 
	HR-003	 	Total Rewards	 	$	10,464	 	 	$	10,128	 	 	$	10,128	 	 	$	10,128	 	 	$	10,128	 	 	$	10,128	 	 	$	61,106	 
	HR-004	 	Compensation Administration	 	$	2,936	 	 	$	2,936	 	 	$	2,936	 	 	$	2,936	 	 	$	2,936	 	 	$	2,936	 	 	$	17,615	 
	HR-005	 	HR Compliance	 	$	915	 	 	$	915	 	 	$	915	 	 	$	915	 	 	$	915	 	 	$	915	 	 	$	5,487	 
	HR-006	 	HR Vendor Management	 	$	798	 	 	$	798	 	 	$	798	 	 	$	798	 	 	$	798	 	 	$	798	 	 	$	4,788	 
	All	 	All	 	$	30,638	 	 	$	25,766	 	 	$	25,766	 	 	$	25,766	 	 	$	24,254	 	 	$	24,254	 	 	$	156,443	 





 


Reverse TSA cost summary (Services provided by INSW to OSG):


 





	Service	 	Service Name	 	Service Cost Schedule ($)	 
	 ID#	 	 	 	Month 1	 	 	Month 2	 	 	Month 3	 	 	Month 4	 	 	Month 5	 	 	Month 6	 	 	Total
    Cost	 
	FIN-01	 	Support for Close	 	$	12,049	 	 	$	1,969	 	 	$	1,969	 	 	$	1,969	 	 	 	–	 	 	 	–	 	 	$	17,955	 
	FIN-03	 	Knowledge Transfer	 	$	13,729	 	 	$	13,729	 	 	$	13,729	 	 	$	13,729	 	 	 	–	 	 	 	–	 	 	$	54,915	 
	HR-004-B	 	Compensation Administration	 	$	1,103	 	 	$	1,103	 	 	$	1,103	 	 	$	1,103	 	 	$	1,103	 	 	$	1,103	 	 	$	6,615	 
	LEG-01	 	Knowledge Transfer1	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	LEG-02	 	Knowledge Transfer1	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	LEG-03	 	Knowledge Transfer1	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	All	 	All	 	$	26,880	 	 	$	16,800	 	 	$	16,800	 	 	$	16,800	 	 	$	1,103	 	 	$	1,103	 	 	$	79,485	 








 


		1.	Indicates full or partial services provided by transitioning
                                         employee(s); the cost of these services will be payable via a one-time cost between the
                                         companies



 



    	Confidential	Page 27



     


    

 


SCHEDULE B


 


Shared Space


  


Shared Space Description:


 


Transitioning employees and OSG employees
remaining in NYC will be sharing physical office space within the NYC office for a period of time post-separation. The expected
duration of the shared space arrangement is through August 2017, but can be changed as needed by the company. These employees
will be physically separated from the International Seaways employees and will be housed in offices with four walls and a door
for privacy.


 


Shared Space Fee:


 


The below schedule details the fee for
shared space, to be paid by OSG.


 


	 	 	Dec-16	 	 	Jan-17	 	 	Feb-17	 	 	Mar-17	 	 	Apr-17	 	 	May-17	 	 	Jun-17	 	 	Jul-17	 	 	Aug-17	 	 	Total	 
	Sublease (NY)	 	$	3,000	 	 	$	2,000	 	 	$	1,500	 	 	$	1,500	 	 	$	1,000	 	 	$	1,000	 	 	$	1,000	 	 	$	1,000	 	 	$	1,000	 	 	$	13,000