Exhibit 4.2





 


 


 


 


 


 


 



 


WARRANT AGREEMENT


Dated as of


August 5, 2014


between


OVERSEAS SHIPHOLDING GROUP, INC.,


and


COMPUTERSHARE INC. and COMPUTERSHARE TRUST
COMPANY, N.A.,


as Warrant Agent


 


 



 


Warrants for


Class B Common Stock


 


 



 






    	 



    	 



    

 


 



Table of Contents


 




	ARTICLE
    I   DEFINITIONS	1
	Section 1.01.   Definitions	2
	Section 1.02.   Rules
    of Construction	4
	ARTICLE
    II   WARRANTS	4
	Section 2.01.   Form	4
	Section 2.02.   Execution
    and Countersignature	6
	Section 2.03.   Registry	7
	Section 2.04.   Transfer
    and Exchange	7
	Section 2.05.   Definitive
    Warrants	9
	Section 2.06.   Replacement
    Certificates	11
	Section 2.07.   Outstanding
    Warrants	11
	Section 2.08.   Cancellation	11
	Section 2.09.   CUSIP
    Numbers	12
	ARTICLE
    III   EXERCISE TERMS	12
	Section 3.01.   Exercise	12
	Section 3.02.   Manner
    of Exercise and Issuance of Shares	12
	Section 3.03.   Compliance
    with Citizenship Rules	12
	Section 3.04.   Covenants	13
	ARTICLE
    IV   ANTIDILUTION PROVISIONS	15
	Section 4.01.   Antidilution
    Adjustments; Notice of Adjustment	15
	Section 4.02.   Adjustment
    to Warrant Certificate	15
	Section 4.03.   Net
    Litigation Recovery	16
	Section 4.04.   Conversion	17
	ARTICLE
    V   WARRANT AGENT	17
	Section 5.01.   Appointment
    of Warrant Agent	17
	Section 5.02.   Rights
    and Duties of Warrant Agent	18
	Section 5.03.   Individual
    Rights of Warrant Agent	20
	Section 5.04.   Warrant
    Agent’s Disclaimer	20
	Section 5.05.   Compensation
    and Indemnity	20
	Section 5.06.   Successor
    Warrant Agent	20
	Section 5.07.   Representations
    of the Company	21
	ARTICLE
    VI   MISCELLANEOUS	23



 






    	 



    	 



    

 


	Section 6.01.   Persons
    Benefitting	21
	Section 6.02.   Amendment	21
	Section 6.03.   Notices	22
	Section 6.04.   Governing
    Law	23
	Section 6.05.   Successors	23
	Section 6.06.   Multiple
    Originals	23
	Section 6.07.   Inspection
    of Agreement	24
	Section 6.08.   Severability	24
	Section 6.09.   Waiver
    of Jury Trial	24
	Section 6.10.   Force
    Majeure	24
	Section 6.11.   Termination	24
	EXHIBIT
    A   FORM OF WARRANT	26


 






    	 



    	 



    

 


WARRANT AGREEMENT dated as of August 5,
2014 (this “Agreement”), between Overseas Shipholding Group, Inc., a Delaware corporation (the “Company”),
and Computershare Inc. (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A.,
as warrant agent (together. the “Warrant Agent”).


 


The business of the Company makes it subject
to the Citizenship Rules. Under the Joint Plan of Reorganization of the Company, certain affiliated debtors, and debtors in possession
under Chapter 11 of the Bankruptcy Code (Case No. 12-20000 (PJW)) approved by the United States Bankruptcy Court for the District
of Delaware on July 18, 2014 (the “Plan”), the Company will make distributions of its Common Stock pursuant to Section
1145 of the Bankruptcy to its equity holders that did not participate in the rights offering conducted by Company in accordance
with the Plan. The Company is entering into this Agreement in order to provide warrants to any equity holders who did not participate
in such rights offering and are not be eligible to receive Common Stock under the Plan in compliance with the Citizenship Rules.


 


Each warrant described herein (a “Warrant”)
entitles the registered Warrantholder (as defined below) thereof to (i) acquire one share of Common Stock and (as of the date hereof)
zero shares of Class A Common Stock (subject to deductions upon exercise as set out in the Warrant Certificate) or (ii) to convert
such Warrant into a Class A Warrant (as defined below) at the option of the respective Warrantholder thereof at any time, in each
case subject to the adjustment and other provisions of this Agreement and the relevant Warrant Certificate. In addition, on the
tenth (10th) business day after both a final order entering judgment for or against the defendants in the Professional
Liability Action (as defined in the Warrant) and the distribution of any Aggregate Available Distribution (as defined in the Warrant)
to the holders of the Class B Securities, subject in each case to compliance with any applicable Jones Act requirements, such Warrant
will automatically convert into a Class A Warrant as described in the Warrant Certificate. Each Warrant Certificate (including
any Global Warrant) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions
of the Warrant Certificate.


 


The Company desires the Warrant Agent to
act on behalf of the Company in connection with the registration, transfer, exchange, redemption, exercise and cancellation of
the Warrants as provided herein and the Warrant Agent is willing to so act.


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the Warrantholders:


 


ARTICLE I


 


DEFINITIONS


 






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Section 1.01. Definitions.


 


“Affiliate” means, with
respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person.
For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly,
of the power to cause the direction of management and/or policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.


 


“Agent Members” means
the securities brokers and dealers, banks and trust companies, clearing organizations and certain other organizations that are
participants in the Depositary’s system.


 


“Aggregate Available Distribution”
has the meaning set forth in the form of Warrant Certificate attached hereto as Exhibit A.


 


“business day” means
any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York.


 


“Charter” means the Amended
& Restated Certificate of Incorporation of the Company as in effect on the date hereof and as may be amended from time to time
hereafter in compliance with Section 3.04(d).


 


“Citizenship Rules”
and “Citizenship Policies” have the meanings set forth in the Charter.


 


“Class A Common
Stock” means Class A common stock, par value $0.01 per share, in the Company.


 


“Class A Warrant” means
a penny warrant issued on the Effective Date to purchase shares of class A common stock, par value $0.01 per share, in the Company.


 


“Class B Securities” means Common Stock and Warrants.


 


“Commission” means the United States Securities and Exchange Commission or any successor governmental agency.


 


“Common Stock” means
the Class B common stock, par value $0.01 per share, of the Company.


 


“Conversion Notice Date”
has the meaning set forth in Section 4.04(a).


 


“Definitive Warrant”
means a Warrant Certificate in definitive form that is not deposited with the Depositary or with Computershare as custodian for
the Depositary.


 






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“Depositary” means The
Depository Trust Company, its nominees and their respective successors.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time.


 


“Exercise Price” has
the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


“Expiration Date” has
the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


“Global Warrant” has
the meaning set forth in Section 2.01(a) hereof.


 


“Net Litigation Recovery”
has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


“Non-Complying Shares”
has the meaning set forth in the Charter.


 


“Non-U.S. Citizen” means
a person who does not meet the definition of a U.S. Citizen set forth in the Charter.


 


“Officer” means the Chief
Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company.


 


“Officers’ Certificate”
means a certificate signed by two Officers.


 


“Opinion of Counsel”
means a written opinion reasonably acceptable to the Warrant Agent from legal counsel. Such counsel may be an employee of or counsel
to the Company or the Warrant Agent.


 


“Professional Liability Action”
has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


“Person” means an individual,
firm, corporation, partnership, joint venture, association, joint-stock company, limited liability company, limited liability partnership,
trust, unincorporated organization, or government or any agency or political subdivision thereof or any other entity.


 


“Registry” has the meaning
set forth in Section 2.03 hereof.


 


“Required Warrantholders”
means holders of a majority of the aggregate number of the Warrants at the time outstanding.


 


 “Shares” has the
meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time.


 






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“Transfer Agent” has
the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


“U.S. Citizen” has the
meaning set forth in the Charter.


 


“Warrant Certificate”
means any fully registered certificate (including a Global Warrant) issued by the Company and authenticated by the Warrant Agent
under this Agreement evidencing Warrants, in the form attached as Exhibit A hereto.


 


“Warrantholder” means
a registered owner of Warrants as set forth in the Registry.


 


“Warrant Share Number”
has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.


 


Section 1.02. Rules of Construction.
Unless the text otherwise requires:


 


(i) a defined term has the meaning assigned
to it herein;


 


(ii) an accounting term not otherwise defined
has the meaning assigned to it in accordance with U.S. generally accepted accounting principles as in effect from time to time;


 


(iii) “or” is not exclusive;


 


(iv) “including” means including,
without limitation;


 


(v) words in the singular include the plural
and words in the plural include the singular;


 


(vi) references to any statute, rule, standard,
regulation or other law include a reference to (x) the corresponding rules and regulations and (y) each of them as amended, modified,
supplemented, consolidated, replaced or rewritten from time to time; and


 


(vii) headings to Articles and Sections
in this Agreement and the table of contents are inserted for convenience of reference only, and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.


 


ARTICLE II


 


WARRANTS


 


Section 2.01. Form.


 


(a) Global Warrants. Except as provided
in Section 2.04 or 2.05, Warrants shall be issued in the form of one or more permanent global Warrants in fully registered
form with a global securities legend in substantially the form set forth in Exhibit A hereto (each, a “Global Warrant”),
which shall be deposited on behalf of the Company with Computershare, as custodian for the Depositary (or with such other custodian
as the Depositary may direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and countersigned by the Warrant Agent as hereinafter provided.


 






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(b) Book-Entry Provisions. The following
provisions of this Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary:


 


(i) The Company shall prepare and execute
and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, one or
more Global Warrants that shall be registered in the name of the Depositary or the nominee of the Depositary. The Warrant Agent
shall deliver the Global Warrants to the Depositary or pursuant to the Depositary’s instructions or held by Computershare
as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent.


 


(ii) Agent Members shall have no rights
under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by Computershare as the custodian
of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary
may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such
Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the
Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of
customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant.
The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures
of the Depositary except to the extent set forth herein or in a Warrant Certificate.


 


(c) Definitive Securities. Except
as provided in Section 2.04 or 2.05, owners of beneficial interests in Global Warrants will not be entitled to receive physical
delivery of Definitive Warrants.


 


(d) Warrant Certificates. Warrant
Certificates shall be in substantially the form attached as Exhibit A hereto and shall be typed, printed, lithographed or engraved
or produced by any combination of such methods or produced in any other manner permitted by the rules of any securities exchange
on which the Warrants may be listed, all as determined by the Officer or Officers executing such Warrant Certificates, as evidenced
by their execution thereof. Any Warrant Certificate shall have such insertions as are appropriate or required or permitted by this
Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements, stamped, printed,
lithographed or engraved thereon, (i) as the Company (or, with respect to letters, numbers or other marks of identification,
the Warrant Agent) may deem appropriate and as are not inconsistent with the provisions of this Agreement, (ii) as may be
required to comply with this Agreement, any law or any rule of any securities exchange on which the Warrants may be listed, and
(iii) as may be necessary to conform to customary usage, provided that they do not affect the rights, duties, liabilities,
responsibilities, obligations or indemnitees of the Warrant Agent.


 






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Section 2.02. Execution and Countersignature.


 


At least one Officer shall sign each Warrant
Certificate for the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Warrant
Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced
by such Warrant Certificate shall be valid nevertheless.


 


Upon receipt of a written order of the Company
signed by at least one Officer of the Company (and, with respect to Warrants issued by the Company after the date hereof, all other
necessary information and documents, including if requested by the Warrant Agent an Officer’s Certificate and an Opinion
of Counsel of the Company) the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver Warrant Certificates
entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock and shares of Class A Common
Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates). Each
Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent.


 


At any time and from time to time after
the execution of this Agreement, the Warrant Agent shall, upon receipt of a written order of the Company signed by an Officer of
the Company, countersign, by either manual or facsimile signature, a Warrant Certificate evidencing the number of Warrants specified
in such order. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned,
the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.


 


The Warrants evidenced by a Warrant Certificate
shall not be valid until an authorized signatory of the Warrant Agent countersigns the Warrant Certificate either manually or by
facsimile signature. Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive
evidence that the Warrant Certificate so countersigned has been duly authenticated and issued under this Agreement.


 






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Section 2.03. Registry.


 


The Warrants shall be issued in registered
form only. The Warrant Agent shall keep a registry (the “Registry”) of the Warrant Certificates and of their
transfer and exchange. The Registry shall show the names and addresses of the respective Warrantholders and the date and number
of Warrants evidenced on the face of each of the Warrant Certificates. The Warrantholder of any Global Warrant will be the Depositary
or a nominee of the Depositary in whose name the Global Warrant is registered. The Warrant holdings of Agent Members will be recorded
on the books of the Depositary. The beneficial interests in the Global Warrant held by customers of Agent Members will be reflected
on the books and records of such Agent Members and will not be known to the Warrant Agent, the Company or to the Depositary.


 


Except as otherwise provided herein or in
the Warrant Certificate, the Company and the Warrant Agent may deem and treat any Person in whose name a Warrant Certificate is
registered in the Registry as the absolute owner of such Warrant Certificate for all purposes whatsoever and neither the Company
nor the Warrant Agent shall be affected by notice to the contrary provided, however, that the Warrant Agent may rely conclusively
on any written notice provided to it by the Company and signed by an Officer of the Company.


 


Section 2.04. Transfer and Exchange.


 


(a) Transfer and Exchange of Global Warrants.


 


(i) Registration of the transfer and exchange
of Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by the Depositary,
in accordance with this Agreement and the Warrant Certificates and the procedures of the Depositary therefor. A transferor of a
beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall, but only to the extent
required by the procedures of the Depositary in connection with such transfer or exchange, deliver to the Warrant Agent (x) an
order given in accordance with the Depositary’s procedures containing information regarding the account of the Agent Member
to be credited with a beneficial interest in the Global Warrant and (y) an instruction of transfer in form satisfactory to
the Warrant Agent which, with respect to a transfer of a Global Warrant only, shall be duly executed by the Warrantholder thereof
or by his attorney, duly authorized in writing. Additionally, prior to the Warrantholder registering the transfer or making the
exchange as requested, the requirements for such transfer or exchange to be issued in a name other than the registered Warrantholder
shall be met. Such requirements for a transfer of the Global Warrant (but not, for the avoidance of doubt, a transfer of a beneficial
interest in a Global Warrant) may include, inter alia, a medallion signature guarantee from an eligible guarantor institution participating
in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level acceptable to the Warrant
Agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions
in this Clause (i), the Warrant Agent shall, in accordance with such instructions, instruct the Depositary to credit to the account
of the Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the
Agent Member making the transfer of the beneficial interest in the Warrant being transferred or, in the case of a transfer of a
Global Warrant only, the Warrant Agent shall reflect such transfer in the Registry.


 






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(ii) Notwithstanding any other provisions
of this Agreement (other than the provisions set forth in Section 2.05), a Global Warrant may only be transferred as a whole,
and not in part, and only by (i) the Depositary, to a nominee of the Depositary, (ii) a nominee of the Depositary, to
the Depositary or another nominee of the Depositary, or (iii) the Depositary or any such nominee to a successor Depositary
or its nominee.


 


(iii) In the event that a Global Warrant
is exchanged and transferred for Definitive Warrants pursuant to Section 2.05, such Warrants may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any
Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent with
the terms of this Agreement or of any Warrant Certificate.


 


(b) Cancellation or Adjustment of Global
Warrant. At such time as all beneficial interests in a Global Warrant have been exchanged for Definitive Warrants, redeemed,
repurchased or canceled, such Global Warrant shall be returned to the Depositary for cancellation or retained and canceled by the
Warrant Agent. At any time prior to such cancellation, if any beneficial interest in a Global Warrant is transferred or exchanged
for Definitive Warrants, redeemed, repurchased or canceled, the number of Warrants represented by such Global Warrant shall be
reduced and an adjustment shall be made on the books and records of the Warrant Agent to reflect such reduction.


 


(c) Obligations with Respect to Transfers
and Exchanges of Warrants.


 


(i) To permit registrations of transfers
and exchanges, the Company shall execute and the Warrant Agent shall countersign, by either manual or facsimile signature, Global
Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 2.04.


 


(ii) No service charge shall be made to
a Warrantholder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any tax, assessments or similar charges payable in connection therewith. The Warrant Agent shall not be obligated to take any action
whatsoever with respect to any such registration of transfer or exchange until it is satisfied that all such taxes, assessments
or similar charges have been satisfied in full.


 


(iii) All Warrants issued upon any registration
of transfer or exchange pursuant to the terms of this Agreement shall be the valid obligations of the Company, entitled to the
same benefits under this Agreement as the Warrants surrendered upon such registration for transfer or exchange.


 






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(iv) No Warrants or shares of Common Stock
or Class A Common Stock issuable upon exercise of any Warrant shall be sold, exchanged or otherwise transferred by the Company
or any Warrantholder in violation of the Securities Act or state securities laws.


 


(d) No Obligation of the Warrant Agent.


 


(i) The Warrant Agent shall have no responsibility
or obligation to any beneficial owner of a Global Warrant, any Agent Member or other Person with respect to the accuracy of the
records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the
Warrants or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any
notice or the payment of any amount, under or with respect to such Warrants. All notices and communications to be given to the
Warrantholders and all payments to be made to Warrantholders under the Warrants shall be given or made only to or upon the order
of the registered Warrantholders (which shall be the Depositary or its nominee in the case of a Global Warrant). The rights of
beneficial owners in any Global Warrant shall be exercised only through the Depositary subject to the applicable rules and procedures
of the Depositary. The Warrant Agent may conclusively rely and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any beneficial owners.


 


(ii) The Warrant Agent shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under
applicable law with respect to any transfer of any interest in any Warrant (including any transfer between or among the Agent Members
or beneficial owners in any Global Warrant) other than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by, the terms of this Agreement, and to examine the same
to determine substantial compliance as to form with the express requirements hereof.


 


Section 2.05. Definitive Warrants.


 


 (a) Beneficial interests in a Global
Warrant deposited with the Depositary or with Computershare as custodian for the Depositary pursuant to Section 2.01 shall
be transferred to each beneficial owner thereof in the form of Definitive Warrants evidencing a number of Warrants equivalent
to such owner’s beneficial interest in such Global Warrant, in exchange for such Global Warrant, only if such transfer complies
with Section 2.04 and (i) the Depositary notifies the Company in writing that it is unwilling or unable to continue
as Depositary for such Global Warrant or if at any time the Depositary ceases to be a “clearing agency” registered
under the Securities Exchange Act of 1934, as amended, and, in each such case, a successor Depositary is not appointed by the
Company within 90 days of such notice, (ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that
it elects to cause the issuance of Definitive Warrants under this Agreement, or (iii) upon the request of any Warrantholder, if the
Company shall be adjudged a bankrupt or insolvent or makes an assignment for the benefit of its creditors or institutes proceedings
to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or
answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or
shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any
substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken
charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation.


 






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(b) Any Global Warrant that is transferable
to the beneficial owners thereof in the form of Definitive Warrants pursuant to this Section 2.05 shall be surrendered by
the Depositary to the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and the Warrant
Agent shall if directed by an Officer of the Company countersign, by either manual or facsimile signature, and deliver to each
beneficial owner in the name of such beneficial owner, upon such transfer of each portion of such Global Warrant, Definitive Warrants
evidencing a number of Warrants equivalent to such beneficial owner’s beneficial interest in the Global Warrant. The Warrant
Agent shall register such transfer in the Registry, and upon such transfer the surrendered Global Warrant shall be cancelled by
the Warrant Agent.


 


(c) All Definitive Warrants issued upon
registration of transfer pursuant to this Section 2.05 shall be the valid obligations of the Company, evidencing the same
obligations of the Company and entitled to the same benefits under this Agreement and the Global Warrant surrendered for registration
of such transfer.


 


(d) Subject to the provisions of Section 2.05(b),
the registered Warrantholder of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members
and Persons that may hold interests through Agent Members,to take any action that a Warrantholder is entitled to take under this
Agreement or the Warrants.


 


(e) In the event of the occurrence of any
of the events specified in Section 2.05(a), the Company will promptly make available to the Warrant Agent a reasonable supply
of Definitive Warrants necessary to comply with this Agreement in definitive, fully registered form.


 


(f) Neither the Company nor the Warrant
Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary.


 






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Section 2.06. Replacement Certificates.


 


If a mutilated Warrant Certificate is surrendered
to the Warrant Agent or if the Warrantholder of a Warrant Certificate provides proof reasonably satisfactory to the Company and
the Warrant Agent that the Warrant Certificate has been lost, destroyed or wrongfully taken, the Company shall issue and the Warrant
Agent shall countersign, by either manual or facsimile signature, a replacement Warrant Certificate of like tenor and representing
an equivalent number of Warrants, if the reasonable requirements of the Warrant Agent and of Section 8-405 of the Uniform
Commercial Code as in effect in the State of New York are met. If required by the Warrant Agent or the Company, such Warrantholder
shall furnish an indemnity bond sufficient in the reasonable judgment of the Company and the Warrant Agent to protect the Company
and the Warrant Agent from any loss that either of them may suffer if a Warrant Certificate is replaced. The Company and the Warrant
Agent may charge the Warrantholder for their expenses in replacing a Warrant Certificate. Every replacement Warrant Certificate
evidences an additional obligation of the Company.


 


Section 2.07. Outstanding Warrants.


 


The Warrants outstanding at any time are
all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those
delivered to it for cancellation. A Warrant ceases to be outstanding if the Company holds the Warrant.


 


If a Warrant Certificate has been replaced
pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company
receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.


 


Section 2.08. Cancellation.


 


In the event the Company shall purchase
or otherwise acquire Definitive Warrants, the same shall thereupon be delivered to the Warrant Agent for cancellation.


 


The Warrant Agent and no one else shall
cancel and dispose of all Warrant Certificates surrendered for registration of transfer, exchange, replacement, exercise or cancellation
in its customary manner and deliver a certificate of such disposal to the Company upon its request therefor unless the Company
directs the Warrant Agent to deliver canceled Warrant Certificates to the Company. The Company may not issue new Warrant Certificates
to replace Warrant Certificates to the extent they evidence Warrants that have been exercised or Warrants that the Company has
purchased or otherwise acquired.


 






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Section 2.09. CUSIP Numbers.


 


The Company in issuing the Warrants may
use “CUSIP” numbers (if then generally in use) and, if so, the Warrant Agent, if provided with such “CUSIP”
numbers, shall use “CUSIP” numbers in notices as a convenience to Warrantholders; provided, however,
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Warrant
Certificates or as contained in any notice and that reliance may be placed only on the other identification numbers printed on
the Warrant Certificates.


 





ARTICLE III


 


EXERCISE TERMS


Section 3.01. Exercise.


 


The Exercise Price of each Warrant, the
Warrant Share Number and the number of Warrants evidenced by any Warrant Certificate and the Expiration Date of each Warrant shall
be set forth in the related Warrant Certificate. The Warrant Share Number and the Exercise Price of each Warrant are subject to
adjustment pursuant to the terms set forth in the Warrant Certificate. The Company shall calculate and transmit to the Warrant
Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the number of shares of Common Stock or
other securities or other consideration to be issued or paid any upon such exercise, and the Warrant Agent shall have no duty or
obligation to investigate or confirm whether any such determination made by the Company is accurate or correct. The Company shall
provide the Warrant Agent with the cost basis for all securities issued pursuant to such cashless exercise prior to the issuance
of such securities.


 


Section 3.02. Manner of Exercise and Issuance
of Shares.


 


Warrants may be exercised in the manner
set forth in Section 3 of the Warrant Certificate, and upon any such exercise, Shares shall be issued in the manner set forth
in Section 4 of the Warrant Certificate.


 


Section 3.03.
Compliance with Citizenship Rules.


 


Notwithstanding the other provisions of
this Warrant Agreement, in order to facilitate the Company’s compliance with the Citizenship Rules:


 


(a) In connection with any exercise of the
Warrant (including any interest in any Global Warrant), a Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder
has designated to receive the Common Stock or shares of Class A Common Stock issuable upon exercise of the Warrants) shall advise
the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its Charter, the Company may require a Warrantholder
(or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise
of the Warrants) to provide it with such documents and other information as it may request as reasonable proof of that the Warrantholder
(or, if not the Warrantholder, such other Person that the Warrantholder has designated to receive the Common Stock or shares of
Class A Common Stock issuable upon exercise of the Warrants) satisfies the requirements to be a U.S. Citizen.


 






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(b) No Warrantholder who cannot establish
to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated
to receive the stock issuable upon exercise of the Warrants) is a U.S. Citizen may exercise any Warrants to the extent the shares
of Common Stock deliverable upon exercise of the Warrants would constitute Non-Complying Shares if they were issued, which shall
be determined by the Company in its reasonable discretion at the time of any proposed exercise of a Warrant.


 


(c) Any sale, transfer or other disposition
of a Warrant by any Warrantholder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such
Warrantholder’s interests to such Person in the Warrant and the Common Stock or shares of Class A Common Stock issuable upon
exercise thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that
the Warrantholder has designated to receive the Common Stock issuable upon exercise of the Warrants.


(d) In the Company’s reasonable discretion,
the Company may instruct the Transfer Agent, the Warrant Agent, and the Depositary (or any of them) not to issue shares of Common
Stock or shares of Class A Common Stock to any Warrantholder who upon any exercise of any Warrants cannot establish to the Company’s
reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the
Common Stock or shares of Class A Common Stock issuable upon exercise of the Warrants) is a U.S. Citizen to the extent the receipt
of the Common Stock or shares of Class A Common Stock deliverable upon exercise of the Warrants would cause such Person or any
Person whose ownership position would be aggregated with that of such Person to exceed 4.9% of the aggregate number of shares of
Common Stock or shares of Class A Common Stock outstanding at such time (excluding, for purposes of this Section 3.03(d),
shares of Common Stock issuable upon exercise of all outstanding Warrants).


 


Section 3.04. Covenants.


 


(a) The Warrant Agent is hereby authorized
to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding
Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such
transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly
executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable
upon exercise of Warrants as provided herein and in each Warrant Certificate.


 






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(b) The Warrant Agent is hereby authorized
and directed to create a special account for the reserve of shares of Common Stock and shares of Class A Common Stock to be issued
upon exercise of the Warrants.


 


(c) In connection with the Shares to be
issued upon exercise, the Company shall, upon the Warrant Agent’s request, provide an Opinion of Counsel, stating that all
such shares, when issued, will be:


 


(i) registered, or subject to
a valid exemption from registration, under the U.S. Securities Act of 1933, as amended, and all material and necessary state securities
law filings will have been made with respect to such shares; and


 


(ii) validly issued, fully paid
and non-assessable.


 


(d) The Company agrees that, for so long as any Warrants are outstanding, it shall not increase the par value
of the Common Stock or shares of Class A Common Stock or amend or modify the Charter or its by-laws in a manner that would prevent
the Company from issuing the Common Stock or shares of Class A Common Stock issuable upon exercise of the Warrants.


 


(e)
The Company agrees that it will (i) at all times make and keep available adequate current public information with respect to the
Company as those terms are understood and defined for purposes of Rule 144(c) under the Securities Act; (ii) file in a timely manner
all reports and other documents required of the Company under the Securities Act and the Exchange Act and the rules and regulations
adopted thereunder, and to use its reasonable efforts to remain subject to the requirements of Section 13 of the Exchange Act,
and to provide public notice of the record date and amount of each and every dividend or distribution in respect of its Class A
and Class B Common Stock in the manner and timing required under the Exchange Act (including if, at any time, such provisions are
not then applicable to the Company); (iii) submit electronically
and post on its corporate Web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405
of Regulation S-T under the Exchange Act; (iv) so long as a Warrantholder owns any Warrant, furnish to such Warrantholder, upon
request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents
so filed as such Warrantholder may reasonably request in availing itself of any rule or regulation of the Commission allowing the
Warrantholder to sell any such Warrant without registration; and (v) make available information otherwise necessary to comply with
Rule 144 and Rule 144A promulgated under the Securities Act, as such rules may be amended from time to time, if available with
respect to resales of the Warrants, at all times, to the extent required from time to time to enable such Warrantholders to sell
Warrants that were, when issued, “restricted securities” within the meaning of Rule 144 without registration under
the Securities Act within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A promulgated under the Securities
Act (if available with respect to resales of the Warrants), as such rules may be amended from time to time or (y) any other rules
or regulations now existing or hereafter adopted by the Commission. Upon the reasonable request of any Warrantholder, the Company
will deliver to such Warrantholder a written statement as to whether it has complied with such information requirements.


 






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(f) As set forth in Article FOURTH, Section
A of the Charter as of the date of this Agreement, the Company covenants and agrees for the benefit of the Warrantholders from
time to time that it shall not issue any additional shares of or rights to acquire Common Stock as a dividend or as a result of
the subdivision of any class of its equity securities.


 


ARTICLE IV


 


ANTIDILUTION PROVISIONS AND DISTRIBUTIONS





 


Section 4.01. Antidilution Adjustments;
Notice of Adjustment.


 


The Warrant Share Number shall be subject
to adjustment from time to time as provided in Section 12 of the Warrant Certificate. Whenever the Warrant Share Number is
so adjusted or is proposed to be adjusted as provided in Section 12 of the Warrant Certificate, the Company shall deliver
to the Warrant Agent the notices or statements, and shall cause a copy of such notices or statements to be sent or communicated
to each Warrantholder pursuant to Section 6.03, as provided in Section 12(F) of the Warrant Certificate. Until such notices
or statements are received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustment
has occurred.


 


Section 4.02. Adjustment to Warrant
Certificate.


 


The form of Warrant Certificate need not
be changed because of any adjustment made pursuant to the Warrant Certificate, and Warrant Certificates issued after such adjustment
may state the same Exercise Price and the same Warrant Share Number as are stated in the Warrant Certificates initially issued
pursuant to this Agreement.


 


The Company, however, may at any time in
its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments
and that does not affect the substance of the Warrant Certificate (or affect the rights, duties, responsibilities, obligations,
liabilities or indemnitees of the Warrant Agent), and any Warrant Certificate thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.


 






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Section 4.03. Net Litigation Recovery.
Each Warrantholder of record on the relevant record date shall be entitled to receive a portion of the Aggregate Available Distribution,
determined in the manner set forth in the Warrant Certificate, which shall be determined in the following manner. The Company shall
notify the Warrant Agent in writing of the amount to be paid on each Warrant and the date of the proposed payment, and at the same
time, the Company shall deposit with the Warrant Agent an amount of cash equal to the aggregate amount to be paid in respect of
the Aggregate Available Distribution or shall make arrangements satisfactory for the Warrant Agent for such deposit prior to the
date of the proposed payment. Such money when received in the form of fully cleared immediately available funds shall be held in
trust for the benefit of the Warrantholders entitled to such distribution. The Company, in consultation with the Warrant Agent,
shall fix a record date for the payment of the Aggregate Available Distribution which shall be no more than 20 days after the receipt
by the Warrant Agent of the proposed payment in the form of fully cleared immediately available funds; provided that, if
the record date in respect of the distribution of the portion of the Aggregate Available Distribution to the shares of Class B
Common Stock shall be set in a different manner or at a different time, the provisions hereof in respect of the timing or manner
or distribution shall be modified to reflect, as closely as commercially reasonably possible, the provisions of such distribution.
The Company shall publicly announce the relevant record date at least 10 days in advance of such record date by issuing a press
release for publication on a newswire service and publishing such press release on the website of the Company. Such distribution
shall be paid by the Warrant Agent to the Warrantholders in whose names the Warrants are registered on the close of business on
the record date in accordance with written instructions received from the Company. Notwithstanding anything to the contrary in
the preceding paragraph, all distributions of any portion of the Aggregate Available Distribution to any Warrantholder that holds
its beneficial interest in such Warrant through the Depositary shall be made in compliance with the provisions of the Depositary
in all respects; provided that the Company and the Warrant Agent shall agree on such modifications as appropriate to fulfill
the intent of the provisions hereof in respect of the distribution of the Aggregate Available Distribution to holders of the Class
B Securities.


 


All funds received by the Warrant Agent
under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of Services (the “Funds”)
shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare
in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare will hold the Funds through
such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above
investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer
Default Rating) (each as reported by Bloomberg Finance L.P.) that are reasonably acceptable to the Company. The Warrant Agent shall
have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent
in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third
party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. The
Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.


 






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Section 4.04. Conversion.


 


(a) Voluntary Conversion. Each Warrant
shall be convertible at the option of the Warrantholder at any time into a Class A Warrant having a Warrant Share Number equal
to such Warrant prior to conversion but exercisable solely for shares of Class A Common Stock. Notice of conversion must be sent
by the Warrantholder to the Company and the Warrant Agent, and the Warrant that the Warrantholder wishes to convert must be delivered
to the Warrant Agent. The Company will issue a Class A Warrant having a Warrant Share Number equal to that of the Warrant being
converted within three (3) business days after the Company and Warrant Agent’s receipt of notice of conversion and the Warrant
Agent’s receipt of the Warrant that is being converted (the “Conversion Notice Date”); provided that if
such notice and Warrant are not received on a business day and prior to 4:00 p.m., the Conversion Notice Date will be deemed to
be the following business day.


 


(b) Automatic Conversion. On the
tenth (10th) business day after both a final order entering judgment for or against the defendants in the Professional Liability
Action and the distribution of any Aggregate Available Distribution to the holders of the Class B Securities, subject in each case
to compliance with any applicable Jones Act requirements, each Warrant will automatically convert into a Class A Warrant having
a Warrant Share Number equal to such Warrant prior to conversion but exercisable solely for shares of Class A Common Stock. Whenever
a conversion is to occur pursuant to this Section 4.04(b), the Company shall deliver written notice to the Warrant Agent setting
forth the details thereof, upon which the Warrant Agent may conclusively rely.  Until such written notice is received by the
Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such conversion has occurred.


 


ARTICLE V


 


WARRANT AGENT


 


Section 5.01. Appointment of Warrant
Agent.


 


The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the express provisions of this Agreement (and no implied terms or conditions)
and the Warrant Agent hereby accepts such appointment. The Warrant Agent shall not be liable for anything that it may do or refrain
from doing in connection with this Agreement, except in the case of a final judicial determination of its own gross negligence
or willful misconduct by a court of competent jurisdiction.


 






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Section 5.02. Rights and Duties
of Warrant Agent.


 


(a) Agent for the Company. In acting
under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the
Company and does not assume any obligation or relationship of agency or trust for or with any of the holders of Warrant Certificates
or beneficial owners of Warrants.


 


(b) Counsel. The Warrant Agent may
consult with counsel of its own selection (who may be counsel to the Company or an employee of the Warrant Agent), and the advice
or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in the absence of bad faith and in accordance with the advice or opinion of such counsel.


 


(c) Documents. The Warrant Agent
shall be fully protected, may conclusively rely upon and shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, instruction, direction, consent, certificate, affidavit, statement,
request or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties,
and shall have no duty to inquire into or investigate the validity, accuracy or content thereof. The Warrant Agent shall not take
any instructions or directions except those given in accordance with this Agreement.


 


(d) No Implied Obligations. The Warrant
Agent shall be obligated to perform only such duties as are specifically set forth herein (or in any modification or amendment
hereof to which the Warrant Agent has consented to in writing) and in the Warrant Certificates, and no implied or inferred duties
or obligations of the Warrant Agent shall be read into this Agreement (or in any modification or amendment hereof to which the
Warrant Agent has consented to in writing) or the Warrant Certificates against the Warrant Agent.


 


The Warrant Agent shall not be under any
obligation to take any action hereunder that it believes may involve it in any expense or liability for which it does not receive
indemnity reasonably satisfactory to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the
use by the Company of any of the Warrant Certificates countersigned by the Warrant Agent and delivered by it to the Warrantholders
or on behalf of the Warrantholders pursuant to this Agreement or for the application by the Company of the proceeds of the Warrants.
The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants
or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Warrantholder
with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or
otherwise.


 






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The Warrant Agent may execute any of the
powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. The Warrant Agent shall
not be liable for any action taken, suffered, or omitted to be taken by it in the absence of bad faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. Notwithstanding anything
in this Agreement to the contrary, in no event shall the Warrant Agent be responsible or liable for special, punitive, incidental,
indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(e) Not Responsible for Adjustments or
Validity of Stock.


 


The Warrant Agent shall not at any time
be under any duty or responsibility to any Warrantholder to determine whether any facts exist that may require an adjustment of
the Warrant Share Number, or with respect to the nature or extent of any adjustment when made, or with respect to the method employed
herein or in any supplemental agreement provided to be employed, in making the same. The Warrant Agent shall not be accountable
with respect to the validity or value of any Shares or of any securities or property that may at any time be issued or delivered
upon the exercise of any Warrant or upon any adjustment pursuant to Section 12 of the Warrant Certificate, and it makes no
representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any Shares or stock certificates upon the surrender of any Warrant Certificate for the
purpose of exercise or upon any adjustment pursuant to Section 12 of the Warrant Certificate, or to comply with any of the
covenants of the Company contained in the Warrant Certificate.


 


(f) In the event the Warrant Agent believes
any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or
document received by the Warrant Agent hereunder, or is for any reason unsure as to what action to take hereunder, the Warrant
Agent shall notify the Company in writing as soon as practicable, and upon delivery of such notice may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any Warrantholder
or other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company
which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent. Notwithstanding anything in this Agreement
to the contrary, the Warrant Agent is authorized and directed hereby to comply with any orders, judgments, or decrees of any court
that it believes has jurisdiction over it and will not be liable as a result of its compliance with the same.


 






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(g) Notices to the Company. If the
Warrant Agent shall receive any written notice or demand (other than Notice of Exercise of Warrants) addressed to the Company by
the Warrantholder of a Warrant, the Warrant Agent shall promptly forward such notice or demand to the Company.


 


Section 5.03. Individual Rights
of Warrant Agent.


 


The Warrant Agent and any stockholder, director,
officer, employee agent or Affiliate of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the
Company or its Affiliates or become pecuniarily interested in transactions in which the Company or its Affiliates may be interested,
or contract with or lend money to the Company or its Affiliates or otherwise act as fully and freely as though it were not the
Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company
or for any other legal entity.


 


Section 5.04. Warrant Agent’s
Disclaimer.


 


The Warrant Agent shall not be responsible
for, and makes no representation as to the validity or adequacy of, this Agreement (except the due and valid authorized execution
and delivery of this Agreement by the Warrant Agent) or the Warrant Certificates (except the due countersignature of the Warrant
Certificate(s) by the Warrant Agent) and it shall not be responsible for any statement in this Agreement or the Warrant Certificates
other than its countersignature thereon nor will it be responsible or liable for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant Certificate; nor will it be responsible or liable for any adjustment required under
this Agreement or responsible for the manner, method or amount of any adjustment or the ascertaining of the existence of facts
that would require any adjustment; nor will it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of stock or other securities to be issued pursuant to this Agreement or any Warrant
Certificate or as to whether any securities will, when issued, be validly authorized and issued, fully paid, nonassessable and
free from all preemptive rights, taxes, liens and charges; nor will the Warrant Agent be under any duty or responsibility to insure
compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Warrant
Certificates (provided that this clause shall in no way affect the Warrant Agent’s express obligations under any other
provision of this Agreement).


 


Section 5.05. Compensation and Indemnity.


 


(a) The Company agrees to pay the Warrant
Agent from time to time reasonable compensation for its services rendered by it hereunder, as agreed, and to reimburse the Warrant
Agent upon request for all reasonable out-of-pocket expenses, agent and counsel fees and disbursements, and other disbursements,
incurred by it in the preparation, negotiation, delivery, administration, execution and amendment of this agreement. The Company
shall indemnify and hold harmless the Warrant Agent, its officers, directors, agents and counsel against any loss, liability, damage,
judgment, fine, penalty, settlement, cost or expense (including reasonable agents’ and attorneys’ fees and expenses)
incurred by it without gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction)
on its part arising out of or in connection with the acceptance, administration, exercise or performance of its duties under this
Agreement. The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity. The costs and expenses
incurred in enforcing this right of indemnification shall be paid by the Company; provided, that Company need not reimburse any
expense or indemnify against any loss or liability incurred by the Warrant Agent through the Warrant Agent’s willful misconduct
or gross negligence (each as determined by a final judgment of a court of competent jurisdiction). The Company’s obligations
pursuant to this Section shall survive the termination of this Agreement and the resignation, replacement or removal of the Warrant
Agent.


 






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(b) To secure the Company’s payment
obligations under this Agreement, the Warrant Agent shall have a lien prior to the Warrantholders on all money or property held
or collected by the Warrant Agent.


 


Section 5.06. Successor Warrant
Agent.


 


(a) Company to Provide and Maintain Warrant
Agent. The Company agrees for the benefit of the Warrantholders that there shall at all times be a Warrant Agent hereunder
until all the Warrants have been exercised or cancelled or are no longer exercisable.


 


(b) Resignation and Removal. The
Warrant Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided, however, that such date shall not be less than
60 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on behalf of the Company or the Required Warrantholders
and specifying such removal and the date when it shall become effective, which date shall not be less than 60 days after such notice
is given unless the Warrant Agent otherwise agrees. Any removal under this Section shall take effect upon the appointment by the
Company or the Required Warrantholders as hereinafter provided of a successor Warrant Agent (which shall be (i) a nationally
recognized stock transfer agent or (ii) a bank or trust company, (x) organized under the laws of the United States of America
or one of the states thereof, (y) authorized under the laws of the jurisdiction of its organization to exercise corporate
trust or stock transfer powers, (z) having a combined capital and surplus of at least $50,000,000 (when taking into account
all of its direct and indirect parents and subsidiaries) and the acceptance of such appointment by such successor Warrant Agent.
The obligations of the Company under Section 5.05 shall continue to the extent set forth herein notwithstanding the resignation
or removal of the Warrant Agent.


 






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(c) Company to Appoint Successor.
In the event that at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall
be adjudged bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted,
or under any other applicable Federal or State bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant
Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or
order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency
or similar law, or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment
of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property
or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose
of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed
by the Company by an instrument in writing, filed with the successor Warrant Agent. In the event that a successor Warrant Agent
is not appointed by the Company, a successor Warrant Agent, qualified as aforesaid, may be appointed by the Warrant Agent or the
Required Warrantholders or the Warrant Agent or the Required Warrantholders may petition a court to appoint a successor Warrant
Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder; provided, however, that in the event of the resignation
of the Warrant Agent under this subsection (c), such resignation shall be effective on the earlier of (i) the date specified
in the Warrant Agent’s notice of resignation and (ii) the appointment and acceptance of a successor Warrant Agent hereunder.


 


(d) Successor to Expressly Assume Duties.
Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the rights and obligations of such predecessor with like effect as if originally named as Warrant
Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated
to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor, as Warrant Agent hereunder.


 






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(e) Successor by Merger. Any entity
into which the Warrant Agent hereunder may be merged or consolidated, or any entity resulting from any merger or consolidation
to which the Warrant Agent shall be a party, or any entity to which the Warrant Agent shall sell or otherwise transfer all or substantially
all of its assets and business, shall be the successor Warrant Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto; provided, however, that it shall be qualified
as aforesaid.


 


Section 5.07. Representations of the Company.


 


The Company represents and warrants to the
Warrant Agent that:


 


(a) the Company has been duly organized
and is validly existing under the laws of the jurisdiction of its incorporation;


 


(b) this Agreement has been duly authorized,
executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited
by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights
generally; and


 


(c) the execution and delivery of this Agreement
does not, and the issuance of the Warrants in accordance with the terms of this Agreement and the Warrant Certificate will not,
(i) violate the Charter or the Company’s by-laws, (ii) violate any law or regulation applicable to the Company
or order or decree of any court or public authority having jurisdiction over the Company, or (iii) result in a breach of any
mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound, except in the
case of (ii) and (iii) for any violations or breaches that could not reasonably be expected to have a material adverse
effect on the Company and its subsidiaries, taken as a whole.


 


Section 5.08. Further Assurances


 


The Company and the Warrant Agent shall
perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents,
instruments and assurances as may be reasonably required by the other party to this Agreement for the carrying out or performing
by such other party of the provisions of this Agreement.


 






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ARTICLE VI


 


MISCELLANEOUS


 


Section 6.01. Persons Benefitting.


 


Nothing in this Agreement is intended or
shall be construed to confer upon any Person other than the Company, the Warrant Agent and the Warrantholders any right, remedy
or claim under or by reason of this Agreement or any part hereof.


 


Section 6.02. Amendment.


 


This Agreement and the Warrants may be amended
in writing by the parties hereto without the consent of any Warrantholder (i) when there are no Warrants outstanding, (ii) for
the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or therein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement or the Warrants as
the Company and the Warrant Agent may deem necessary or desirable that does not adversely affect the rights of any Warrantholder
in any material respect, (iii) in order to facilitate, in the Company’s sole reasonable judgment, the Company’s
compliance with the Citizenship Rules; and (iv) in order to make any other change that does not adversely affect the rights
of any Warrantholder in any material respect.


 


This Agreement and the Warrants may be amended
or supplemented at any time with the written consent of the Required Warrantholders; provided that the consent of each Warrantholder
affected thereby shall be required for any amendment pursuant to which (i) the Warrant Share Number would be decreased (in each
case, other than pursuant to adjustments provided for in Section 12 of the Warrant Certificate), (ii) the time period during which
the Warrants are exercisable would be shortened, (iii) any change adverse to the Warrantholder would be made to the antidilution
provisions set forth in Article IV of this Agreement or Section 12 of the Warrant Certificate or (iv) any change adverse to the
Warrantholder, other than as otherwise permitted under this Agreement or the Warrant Certificate, would be made to the provisions
of Section 4.03 of this Agreement or Section 13 of the Warrant Certificate. The Company or the Warrant Agent may set a record date
for any direction, waiver or consent and only the Warrantholders as of such record date shall be entitled to make or give such
direction, waiver or consent.


 


In determining whether the Required Warrantholders
have concurred in any direction, waiver or consent, Warrants owned by the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Warrant Agent shall be protected in relying on any such direction, waiver
or consent, only Warrants that the Warrant Agent knows are so owned shall be so disregarded. Also, subject to the foregoing, only
Warrants outstanding at the time shall be considered in any such determination. The Warrant Agent shall have no duty to determine
whether any such amendment would have an effect on the rights or interests of the holders of the Warrants.


 






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Upon receipt by the Warrant Agent of an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the execution of the amendment
have been complied with and such execution is permitted by this Agreement and the Warrant Certificate, the Warrant Agent shall
join in the execution of such amendment; provided, that the Warrant Agent may, but shall not be obligated to, execute any
amendment or supplement that affects the rights, duties, obligations, responsibilities, liabilities or indemnitees of the Warrant
Agent.


 


Section 6.03. Notices.


 


Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail or overnight delivery service addressed as follows:


 


if to the Company:


 


Overseas Shipholding Group, Inc.

1301 Avenue of the Americas

New York, New York 10019

Attn: General Counsel

Facsimile: 212-251-1180


 


if to the Warrant Agent:


 


Computershare Inc.


480 Washington Blvd.


Jersey City, New Jersey, 07310


Attention: Relationship Manager


 


with a copy to:


 


Computershare Inc.


480 Washington Blvd.


Jersey City, New Jersey, 07310


Attention: Legal Department


 


The Warrant Agent agrees to accept and act
upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar
unsecured electronic methods, provided, however, that the Warrant Agent shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons,
which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Company elects to give the Warrant Agent e-mail or facsimile instructions (or instructions by a similar electronic method)
and the Warrant Agent in its discretion elects to act upon such instructions, the Warrant Agent’s understanding of such instructions
shall be deemed controlling. The Warrant Agent shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Warrant Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Warrant Agent, including without limitation the risk of the Warrant Agent
acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 






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The Company or the Warrant Agent by notice
to the other may designate additional or different addresses for subsequent notices or communications.


 


Unless the Warrant is a Global Warrant,
any notice or communication mailed to a Warrantholder shall be mailed to the Warrantholder at the Warrantholder’s address
as it appears on the Registry and shall be sufficiently given if so mailed within the time prescribed. Any notice to the owners
of a beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance with the procedures of the
Depositary. Communications to such Warrantholder shall be deemed to be effective at the time of dispatch to the Depositary.


 


Failure to provide a notice or communication
to a Warrantholder or any defect in it shall not affect its sufficiency with respect to other Warrantholders.


 


If a notice or communication is provided
in the manner provided above, it is duly given, whether or not the intended recipient actually receives it.


 


Section 6.04. Governing Law.


 


This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within
such State.


 


Section 6.05. Successors.


 


All agreements of the Company in this Agreement
and the Warrants shall bind its successors. All agreements of the Warrant Agent in this Agreement shall bind its successors.


 


Section 6.06. Multiple Originals.


 


The parties may sign any number of copies
of this Agreement, including by facsimile, PDF or other electronic means. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy shall be sufficient to prove this Agreement.


 






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Section 6.07. Inspection of Agreement.


 


A copy of this Agreement shall be made available
at all reasonable times for inspection by any registered Warrantholder or owner of a beneficial interest in a Global Warrant at
the office of the Warrant Agent (or successor warrant agent) designated for such purpose.


 


Section 6.08. Severability.


 


The provisions of this Agreement are severable,
and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not
in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any
jurisdiction; provided, that if any such excluded clause or provision shall adversely affect the rights, immunities, duties or
obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign upon five (5) Business Days written notice.


 


Section 6.09. Waiver of Jury Trial.


 


Each of the Company and the Warrant Agent
hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement, the Warrants or the transactions contemplated hereby.


 


Section 6.10.Customer Identification
Program ..


 


Each Person that is a party hereto acknowledges
that the Warrant Agent is subject to the customer identification program (“Customer Identification Program”) requirements
under the USA PATRIOT Act and its implementing regulations, and that the Warrant Agent must obtain, verify and record information
that allows the Warrant Agent to identify each such Person. Accordingly, prior to accepting an appointment hereunder, the Warrant
Agent may request information from any such Person that will help the Warrant Agent to identify such Person, including without
limitation, as applicable, such Person’s physical address, tax identification number, organizational documents, certificate
of good standing or license to do business. Each person or entity that is a party hereto agrees that the Warrant Agent cannot accept
an appointment hereunder unless and until the Warrant Agent verifies each such Person’s identity in accordance with the Customer
Identification Program requirements.


 


Section 6.11. Force Majeure.


 


In no event shall the Warrant Agent be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Warrant Agent shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 






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Section 6.11. Termination.


 


This Agreement shall terminate on the Expiration
Date. Notwithstanding the foregoing, this Agreement will terminate on any earlier date when all Warrants have been exercised or
cancelled. The provisions of Sections 5.02, 5.03, 5.04, and this Article VI shall survive such termination and the resignation
or removal of the Warrant Agent.


 


Section 6.12. Confidentiality.


 


The Warrant Agent and the Company agree
that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public
Warrantholder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, including
the fees for services hereunder, shall remain confidential and shall not be voluntarily disclosed to any other person, except as
may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g.,
in divorce and criminal actions).


 






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IN WITNESS WHEREOF, the parties have caused
this Warrant Agreement to be duly executed as of the date first written above.


 





	OVERSEAS SHIPHOLDING GROUP, INC.	 
	 	 	 
	By:	/s/ Captain Ian T. Blackley	 
	 	Name: Captain Ian T. Blackley	 
	 	Title: Senior Vice President, Chief Financial Officer and Treasurer	 



  







    	 



    	 



    




 





COMPUTERSHARE
TRUST COMPANY, N.A.


 


 





	By:	/s/ Michael
    Legregin	 
	 	Name:
    Michael Legregin	 
	 	Title:
    Manager	 



 


  





COMPUTERSHARE
INC.,


 


 






	By:	/s/ Michael
    Legregin	 
	 	Name:
    Michael Legregin	 
	 	Title:
    Manager	 








 






    	 



    	 



    




 


EXHIBIT A


FORM OF WARRANT


 






    	 



    	 



    






 


FORM OF CLASS B NEW WARRANT


 


Unless this Global Warrant is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), New York, New York,
to the Company or its agent for registration of transfer, exchange or payment, and any Warrant Certificate issued is registered
in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other
use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


 


Transfers of this Global Warrant shall be
limited to transfers in whole, but not in part, to nominees of DTC or to a successor thereof or such successor’s nominee
and transfers of portions of this Global Warrant shall be limited to transfers made in accordance with the restrictions set forth
in the Warrant Agreement referred to on the reverse hereof.


 




    	 



    	 



    

  


WARRANTS


 


to purchase


 


Shares of Class B Common Stock


 


of


 


OVERSEAS SHIPHOLDING GROUP, INC.


 


	No. [●]	CUSIP No: 69036R 111


 


This Warrant Certificate is issued under
and in accordance with a Warrant Agreement dated as of August 5, 2014 (the “Warrant Agreement”), between Overseas
Shipholding Group, Inc. (the “Company”) and Computershare Trust Company, N.A., as warrant agent (the “Warrant
Agent”), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions
the beneficial owners of the Warrants and the Warrantholders consent by acceptance hereof. This Warrant Certificate expires on
August 5, 2039, as set forth herein and subject to the terms hereof.


 


1. Definitions. Unless the context
otherwise requires, when used herein the following terms shall have the meanings indicated. Any capitalized terms used but not
defined in this Warrant Certificate shall have the meanings given to such terms in the Warrant Agreement.


 


“Aggregate Available Distribution”
that portion of the Net Litigation Recovery to be distributed to holders of the Class B Securities in an amount equal to the product
of the Net Litigation Recovery multiplied by a fraction, the numerator of which shall be the number of shares of the Company’s
common stock, par value $1.00 per share (“Old OSG Equity Interests”) held by Non-Participating OSG Equity
Interestholders (as defined in the Plan) immediately prior to the Effective Date and the denominator of which shall be the total
number of Old OSG Equity Interests outstanding immediately prior to the Effective Date; provided that the aggregate amount
of the Aggregate Available Distribution shall not exceed 10% of the Net Litigation Recovery.


 


“Board of Directors”
means the board of directors of the Company, including any duly authorized committee thereof.


 


“Business Day” means
any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York.


 


“Capital Stock”
means (a) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other
equivalents (however designated) of capital or capital stock of such Person and (b) with respect to any Person that is not a
corporation or company, any and all partnership or other equity interests of such Person.


 




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“Citizenship Policies”
has the meaning set forth in the Charter.


 


“Citizenship Rules” has the meaning set forth in the Charter.


 


“Class A Common Stock”
means Class A common stock, par value $0.01 per share, in the Company.


 


“Class A Warrant” means
a penny warrant issued on the Effective Date to purchase shares of Class A Common Stock.


 


“Class B Securities”
means Common Stock and Warrants.


 


“Common Stock” means
the Class B common stock, par value $0.01 per share, of the Company.


 


“Common Stock Equivalent”
means any security or obligation which by its terms is, directly or indirectly, convertible into, or exchangeable or exercisable
for, shares of Common Stock or Class A Common Stock, including, without limitation, any preferred stock and any option, warrant
or other subscription or purchase right with respect to


Common Stock, Class A Common Stock or any Common Stock Equivalent.


 


“Current Market Price”
means, as of any date, (a) the average of the daily Market Prices of the Common Stock or the Class A Common Stock, whichever is
higher, during the immediately preceding 20 consecutive trading days ending on such date or (b) if neither the Common Stock nor
the Class A Common Stock is then listed or admitted to trading on any national securities exchange, the Market Price of the Common
Stock or the Class A Common Stock, whichever is higher, on that date; provided that, for purposes of any adjustment pursuant
to Section 12, the Current Market Price shall be the Current Market Price of the Class A Common Stock without reference to the
Market Price of the


Common Stock.


 


“Effective Date” has
the meaning set forth in the Plan.


 


“Excluded Transaction”
means any of the following:


 




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(a) (i) the issuance of rights pursuant
to any stockholder rights plan or tax asset protection plan (i.e., a poison pill) adopted by the Company from time to time
(“Rights”); (ii) the distribution of separate certificates representing Rights; (iii) the exercise or redemption of
Rights; or (iv) the termination or invalidation of Rights; provided, that to the extent that the Company has a stockholder
rights plan or tax asset protection plan in effect on an Exercise Date, the Warrantholder shall receive upon exercise of this Warrant,
in addition to the Shares issuable upon such exercise, the Rights relating to such Shares under such rights plan, unless, prior
to such Exercise Date, the Rights have separated from the Common Stock or Class A Common Stock, as applicable, in which case the
applicable Warrant Share Number will be adjusted at the time of separation as if the Company made a distribution to all holders
of Common Stock or Class A Common Stock as described in Section 12(B) including, for the purposes of this adjustment only, shares
of Class A Common Stock, as applicable, and assets issuable upon exercise of Rights under a stockholder rights plan or tax asset
protection plan, subject to readjustment in the event of the expiration, termination or redemption of the Rights; and


 


(b) any issuance of any shares of Common
Stock or Common Stock Equivalents (i) pursuant to any present or future plan providing for the reinvestment of dividends or interest
payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock or Class
A Common Stock under any such plan, (ii) pursuant to any present or future employee, director or consultant benefit plan or program
of or assumed by the Company or any of its subsidiaries, (iii) pursuant to any option, warrant, right or other security exercisable
for, or exchangeable or convertible into, Common Stock or Class A Common Stock that was (A) outstanding as of the date of the Warrant
Agreement, or (B) is issued in a transaction for which appropriate adjustments to the Warrant Share Number have previously been
made pursuant to Section 12 hereunder, or (iv) in order to redeem Common Stock or Class A Common Stock (issued pursuant to Common
Stock Equivalents that are issued to redeem such Common Stock or Class A Common Stock) that constitute Non-Complying Shares under
the Charter as amended from time to time.


 


“Exercise Date” has the
meaning set forth in Section 3.


 


“Exercise Price” means
$0.01 per share of Common Stock and per share of Class A Common Stock deliverable upon exercise of any Warrant.


 


“Expiration Date” means
the twenty-fifth anniversary of the date of the Warrant


Agreement.


 


“Fair Market Value” means,
with respect to any security or other property, the fair market value of such security or other property as determined by in good
faith by the Board of Directors in reliance on an opinion of a nationally recognized independent investment banking corporation
retained by the Company for this purpose.


 




    	4



    	 



    

 


“Market Price” means,
with respect to a particular security, on any given day, the per-share volume weighted average price of such security, as calculated
on Bloomberg (or, if such volume weighted average price is unavailable via Bloomberg, the average market value of one share of
such security on such day, determined, using a volume weighted average method, by a nationally recognized independent investment
banking firm retained for this purpose by the Company), or if such security is not listed or admitted to trading on any national
securities exchange, the average of the closing bid and ask prices on such day as furnished by two members of the Financial Industry
Regulatory Authority, Inc. selected from time to time by the Company for that purpose. “Market Price” shall be determined
without reference to after hours or extended hours trading. If such security is not listed and traded in a manner that the quotations
referred to above are available for the period required hereunder, the Market Price per share of a particular security shall be
deemed to be the Fair Market Value per share of such security. For the purposes of determining the Market Price of any security
on the “trading day” preceding, on or following the occurrence of an event, (a) that trading day shall be deemed to
commence immediately after the regular scheduled closing time of trading on the primary national securities exchange on which the
relevant security is then listed or traded or, if trading is closed at an earlier time, such earlier time (or, if the relevant
securities is not then listed or traded on a national securities exchange, on the New York Stock Exchange) and (b) that trading
day shall end at the next regular scheduled closing time on such exchange, or if trading is closed at an earlier time, such earlier
time (for the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last trading day preceding
a specified event and the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m.
on that day, the Market Price would be determined by reference to such 4:00 p.m. closing price).


 


“Net Litigation Recovery”
means the proceeds of the Professional Liability Action, net of (i) all related out-of-pocket expenses of the Company, including
legal fees, and (ii) all reasonable and documented costs and expenses incurred and all payments made or to be made by the Company
in respect of counter-claims by Proskauer Rose, LLP and /or its employees, whether by direct payment by the Company to a plaintiff
to such counter-claims or pursuant to any indemnification obligations, as determined by the Board of Directors in good faith.


 


“Non-Complying Shares”
has the meaning set forth in the Charter.


 


“Non-U.S. Citizen” means
a Person who does not meet the definition of a U.S. Citizen set forth in the Charter.


 


“Professional Liability Action”
means any claims asserted by the Debtors (as defined in the Plan) against Proskauer Rose LLP and certain individual defendants
in connection with certain credit agreements and the tax consequences of those agreements under Section 956 of the Internal Revenue
Code that are the subject of adversary proceeding 13-52492 (Bankr. D. Del.) and the action captioned Overseas Shipholding Group,
Inc. v. Proskauer Rose, LLP, et al., Index No. 650765/2014 (N.Y. Sup. Ct.) and any such claim which may be asserted by the Debtors
in any other proceeding against Proskauer Rose LLP or its current or former partners or members by the Debtors.


 




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“Rights” has the meaning
set forth in the definition of Excluded Transaction.


 


“Share” or “Shares”
has the meaning set forth in Section 2; provided that all


references herein to a “Share” or “Shares”
shall be deemed to include both the shares of Common Stock and any shares of Class A Common Stock issuable upon the exercise of
the Warrant as specified herein.


 


“Significant Transaction” means:


 


(a) any reorganization, reclassification
or other change of outstanding shares of Common Stock or Class A Common Stock (other than a change in par value, or from par value
to no par value, or from no par value to par value);


 


(b) any voluntary sale, conveyance, exchange
or transfer by the Company to any other Person of all or substantially all of the assets of the Company;


 


(c) any voluntary sale, conveyance, exchange
or transfer by the stockholders of the Company to any Person of the Capital Stock of the Company if, immediately after giving effect
to such sale, conveyance, exchange or transfer, the stockholders of the Company immediately prior to such sale, conveyance, exchange
or transfer do not hold Capital Stock of the Company representing at least a majority of the voting power of the Company; and


 


(d) any merger, consolidation or other business
combination of the Company with any other Person (including by way of a tender offer) if, immediately after giving effect to such
merger, consolidation or other business combination, the stockholders of the Company immediately prior to such merger, consolidation
or other business combination do not hold Capital Stock of the surviving Person representing at least a majority of the voting
power of the surviving Person.


 


“trading day” means (a)
if the shares of Common Stock or the Class A Common Stock, as the case may be, are not traded on any national or regional securities
exchange or association or over-the-counter market, a Business Day or (b) if the shares of Common Stock or the Class A Common Stock,
as the case may be, are traded on any national or regional securities exchange or association or over-the-counter market, a Business
Day on which such relevant exchange or quotation system is scheduled to be open for business and on which the shares of Common
Stock or the Class A Common Stock, as the case may be, (i) are not suspended from trading on any national or regional securities
exchange or association or over-the-counter market for any period or periods aggregating one half hour or longer; and (ii) have
traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary
market for the trading of the shares of Common Stock or the Class A Common Stock, as the case may be. The term “trading day”
with respect to any security other than the Common Stock shall have a correlative meaning based on the primary exchange or quotation
system on which such security is listed or traded.


 




    	6



    	 



    

  


“Transfer Agent” means
Computershare Shareowner Services, as transfer agent of the Company, and any successor transfer agent.


 


“U.S. Citizen” has the meaning set forth
in the Charter.


 


“Warrant” means a right
to purchase a number of Shares equal in aggregate to the Warrant Share Number, subject to the terms of this Warrant Certificate
and the Warrant Agreement.


 


“Warrant Certificate”
means this Warrant Certificate and shall include the Global Warrant where the context requires.


 


“Warrant Share Number”
means, at the time of initial issuance of this Warrant, one share of Common Stock and zero shares of Class A Common Stock, as such
amount may be subsequently adjusted pursuant to the terms of this Warrant Certificate and the Warrant Agreement.


 


2. Number of Shares; Exercise Price.
This certifies that, for value received, [●], and any of its registered assigns, is the registered owner of the number of
Warrants set forth on Schedule A hereto, each of which entitles the Warrantholder to purchase from the Company, upon the terms
and subject to the conditions hereinafter set forth, a number of fully paid and nonassessable shares of the Company’s Common
Stock, and to the extent so provided herein, shares of Class A Common Stock (each a “Share” and collectively
the “Shares”), equal to the Warrant Share Number at a purchase price per share equal to the Exercise Price.
The Warrant Share Number is subject to adjustment as provided herein, and all references to “Warrant Share Number”
herein shall be deemed to include any such adjustment or series of adjustments.


 




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3. Exercise of Warrant; Term; Exchange.
Subject to Section 2 and Section 18, to the extent permitted by applicable laws and regulations, all or a portion of the Warrants
evidenced by this Warrant Certificate are exercisable by the Warrantholder, at any time or from time to time on any Business Day
after the execution and delivery of this Warrant Certificate by the Company on the date hereof (any such date of exercise, the
“Exercise Date”), but in no event later than 5:00 p.m., New York City time, on the Expiration Date, by
delivering to the Warrant Agent (or to the Company or to such other office or agency of the Company in the United States as the
Company may designate by notice in writing to the Warrantholders pursuant to Section 19(a) if the Warrants being exercised are
represented by a Definitive Warrant, such Definitive Warrant, (b) a Notice of Exercise, in the form annexed hereto, duly completed
and executed, and (c) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the number
of Shares that would otherwise be delivered to such Warrantholder upon such exercise, the number of Shares equal in value to the
aggregate Exercise Price as to all Shares the Company would otherwise be obligated to deliver, based on the Market Price of the
Common Stock or the Class A Common Stock, whichever is higher, on the trading day on which such Warrants are exercised and the
Notice of Exercise is delivered pursuant to this Section 3; provided that in the case where both shares of Common Stock
and shares of Class A Common Stock are to be delivered upon exercise of a Warrant, the Shares to be withheld shall be deducted
first from any shares of Class A Common Stock to be issued. For the avoidance of doubt, if Warrants are exercised such that the
Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder
to the Company, nor shall any Shares be delivered to the exercising Warrantholder. In the case of a Global Warrant, any Person
with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (b) and (c) above through
the relevant Agent Member in accordance with procedures of the Depositary.


 


In the case of a Global Warrant, whenever
some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the
Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment
to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number
of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall
thereafter promptly return such Global Warrant to the Warrantholder or its nominee or custodian. In the case of a Definitive Warrant,
whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof
and of the Warrant Agreement, the Warrantholder shall be entitled, at the request of such Warrantholder, to receive from the Company
within a reasonable time, not to exceed ten Business Days, a new Definitive Warrant in substantially identical form for the number
of Warrants equal to the number of Warrants theretofore represented by such Definitive Warrant less the number of Warrants then
exercised.


 


If this Warrant Certificate shall have been
exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the
Depositary, as applicable.


 




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The Company may, at
its sole discretion, issue to any Warrantholder or any owner of a beneficial interest in Warrants that has established to the satisfaction
of the Company that it is a U.S. Citizen but has not exercised this Warrant pursuant to Section 3, the aggregate number of Shares
issuable upon exercise of all Warrants held by such Warrantholder or owned by such beneficial owner, provided, however,
that if the Company exercises such discretion prior to the record date for the distribution of the Aggregate Available Distribution,
it shall distribute such Shares in the form of Common Stock and Class A Common Stock, determined as set forth in the first paragraph
of this Section 3, unless the holder or beneficial owner agrees to receive Class A Common Stock in lieu of any shares of Common
Stock that would be deliverable. The exercise by the Company of the foregoing right shall be treated for all purposes hereunder
as an exercise of the Warrant by such Warrantholder or beneficial owner, provided, that the Company may withhold, from the
number of Shares that would otherwise be delivered to such Warrantholder upon such exercise, that number of Shares issuable upon
exercise of the Warrants equal in value to the aggregate Exercise Price as to all Shares the Company would otherwise be obligated
to deliver, based on the Market Price of the Common Stock on the trading day on which such shares of Common Stock are issued; provided
that such Exercise Price shall be deducted first from any shares of Class A Common Stock to be


issued.


 


Notwithstanding anything in this Warrant
Certificate to the contrary, in the case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of
the Warrant Agent or any other Person, on its own behalf and on behalf of any beneficial owner for which it is acting, enforce,
and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect
of, its right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant
Agreement.


 


4. Issuance of Shares; Authorization;
Listing. Shares issued upon exercise of Warrants evidenced by this Warrant Certificate shall be (a) issued in such name or
names as the exercising Warrantholder may designate and (b) delivered by the Transfer Agent to such Warrantholder or its nominee
or nominees (i) if the Shares are then able to be so delivered, via book-entry transfer crediting the account of such Warrantholder
(or the relevant Agent Member for the benefit of such Warrantholder) through the Depositary’s DWAC system (if the Transfer
Agent participates in such system), or (ii) otherwise in certificated form by physical delivery to the address specified by the
Warrantholder in the Notice of Exercise. The Company shall use its commercially reasonable efforts to cause its Transfer Agent
to be a participant in the Depositary’s DWAC system. The Company shall cause the number of full Shares to which such Warrantholder
shall be entitled to be so delivered by the Transfer Agent within a reasonable time, not to exceed three Business Days after the
date on which Warrants evidenced by this Warrant Certificate have been duly exercised in accordance with the terms hereof.


 




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The Company hereby represents and warrants
that any Shares issued upon the exercise of Warrants evidenced by this Warrant Certificate in accordance with the provisions of
Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges,
other than liens or charges created by a Warrantholder, income and franchise taxes incurred in connection with the exercise of
the Warrant or taxes in respect of any transfer occurring contemporaneously therewith. The Company agrees that the Shares so issued
will be deemed to have been issued to a Warrantholder as of the close of business on the date on which Warrants evidenced by this
Warrant Certificate have been duly exercised, notwithstanding that the stock transfer books of the Company may then be closed or
certificates representing such Shares may not be actually delivered on such date. The Company will at all times reserve and keep
available, out of its authorized but unissued Common Stock and Class A Common Stock, solely for the purpose of providing for the
exercise of Warrants evidenced by this Warrant Certificate, the aggregate number of shares of Common Stock and Class A Common Stock
then issuable upon exercise or conversion hereof at any time. The Company will (a) procure, at its sole expense, the listing of
the Shares issuable upon exercise hereof at any time, subject to issuance or notice of issuance, on any national stock exchanges
in the United States on which the Class A Common Stock and the Common Stock is then listed or traded and (b) if listed at the time
of such issuance, to maintain such listings of such Shares at all times after issuance. The Company will use reasonable best efforts
to ensure that the Shares may be issued without violation of any applicable law or regulation or of any requirement of any securities
exchange on which the Shares may be listed or traded.


 


5. Fractional
Shares or Scrip. Upon exercise of any Warrants, the Company, at its sole election may, (a) issue fractional Shares or
scrip representing fractional Shares, or (b) round up to the nearest whole number the number of Shares to be issued to the
exercising Warrantholder.


 


If more than one Warrant shall be presented
for exercise in full at the same time by the same Warrantholder or owner of a beneficial interest in Warrants, the number of full
Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Shares to which
the exercising Warrantholder shall be entitled upon exercise of the Warrants so presented.


 


6. No Rights as Stockholders; Transfer
Books. Warrants evidenced by this Warrant Certificate do not entitle the Warrantholder or the owner of any beneficial interest
in such Warrants to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The
Company shall at no time close its transfer books against transfer of Warrants in any manner which interferes with the timely exercise
hereof.


 




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7. Charges, Taxes and Expenses. Issuance
of Shares in certificated or book-entry form to the Warrantholder upon the exercise of Warrants evidenced by this Warrant Certificate
shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance
of such Shares all of which taxes and expenses shall be paid by the Company. Each Warrantholder or beneficial owner of a Warrant
shall be responsible for the payment or discharge of any liens or charges created by such Warrantholder or beneficial owner and
for any income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer
occurring contemporaneously therewith.


 


8. Transfer; Assignment. This Warrant
Certificate and all rights hereunder are transferable, in whole or in part, upon the books of the Company (or an agent duly appointed
by the Company) by the registered holder hereof in person or by duly authorized attorney, and one or more new Warrant Certificates
shall be made and delivered by the Company, of the same tenor and date as this Warrant Certificate but registered in the name of
one or more transferees, upon surrender of this Warrant Certificate, duly endorsed, to the office or agency of the Company described
in Section 3; provided that if this Warrant Certificate is a Global Warrant registered in the name of the Depositary, transfers
of such Global Warrant may only be made as a whole, and not in part, and only by (a) the Depositary to a nominee of the Depositary,
(b) a nominee of the Depositary to the Depositary or another nominee of the Depositary or (c) the Depositary or any such nominee
to a successor Depositary or its nominee. All expenses (other than stock transfer taxes) and other charges payable in connection
with the preparation, execution and delivery of the new Warrant Certificates pursuant to this Section 8 shall be paid by the Company.


 


If this Warrant Certificate is a Global
Warrant, then so long as the Global Warrant is registered in the name of the Depositary, the holders of beneficial interests in
the Warrants evidenced thereby shall have no rights under this Warrant Certificate with respect to the Global Warrant held on their
behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent
and any agent of the Company or the Warrant Agent as the absolute owner of the Global Warrant for all purposes whatsoever except
to the extent set forth herein. Accordingly, any such owner’s beneficial interest in the Global Warrant will be shown only
on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or the Agent Members,
and neither the Company nor the Warrant Agent shall have any responsibility with respect to such records maintained by the Depositary
or the Agent Members. Notwithstanding the foregoing, nothing herein shall (a) prevent the Company, the Warrant Agent or any agent
of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or (b) impair, as between the Depositary and the Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of a beneficial interest in any Warrant. Except as may otherwise be provided in this Warrant
Certificate or the Warrant Agreement, the rights of beneficial owners in a Global Warrant shall be exercised through the Depositary
subject to the applicable procedures of the Depositary. Any holder of the Global Warrant shall, by acceptance of the Global Warrant,
agree that transfers of beneficial interests in the Global Warrant may be effected only through a book-entry system maintained
by the Depositary, and that ownership of a beneficial interest in the Warrants represented thereby shall be required to be reflected
in book-entry form.


 




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Any beneficial owner of an interest in the
Global Warrant, or the Warrantholder if this Warrant Certificate represents a Definitive Warrant, who qualifies as a U.S. Citizen
shall exercise the Warrant for the full amount of Shares that such beneficial owner or Warrantholder is entitled to exercise.


 


A Global Warrant shall be exchanged for
Definitive Warrants, and Definitive Warrants may be transferred or exchanged for a beneficial interest in a Global Warrant, only
at such times and in the manner specified in the Warrant Agreement. Subject to the provisions of the Warrant Agreement, the holder
of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold beneficial
interests in such Global Warrant through Agent Members, to take any action that a Warrantholder is entitled to take under a Warrant
or the Warrant Agreement.


 


9. Exchange and Registry of Warrants.
This Warrant Certificate is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a new Warrant Certificate
or Warrant Certificates of like tenor and representing the same aggregate number of Warrants. The Company or an agent duly appointed
by the Company (which initially shall be the Warrant Agent) shall maintain a Registry showing the name and address of the Warrantholder
as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise in accordance
with its terms, at the office of the Company or any such agent, and the Company shall be entitled to rely in all respects, prior
to written notice to the contrary, upon such Registry.


 


10. Loss, Theft, Destruction or Mutilation
of Warrant Certificate. Upon receipt by the Company of proof reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant Certificate, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity
or security reasonably satisfactory to the Company and the Warrant Agent, or, in the case of any such mutilation, upon surrender
and cancellation of this Warrant Certificate, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Warrant Certificate, a new Warrant Certificate of like tenor and representing the same aggregate number of Warrants as provided
for in such lost, stolen, destroyed or mutilated Warrant Certificate.


 




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11. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that
is a Business Day.


 


12. Adjustments and Other Rights.
The Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection
of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no
single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:


 


(A) Dividend, Subdivision, Combination
or Reclassification of Common Stock. In the event that the Company shall at any time or from time to time, after the issuance
of this Warrant but prior to the exercise hereof, (a) make a dividend or distribution on the outstanding shares of Common Stock
or Class A Common Stock payable in shares of Class A Common Stock, (b) subdivide the outstanding shares of Class A Common Stock
into a larger number of shares, (c) combine the outstanding shares of Common Stock or Class A Common Stock into a smaller number
of shares or (d) issue any shares of its Capital Stock in a reclassification of the Common Stock or Class A Common Stock (other
than any such event for which an adjustment is made pursuant to another provision of this Section 12), then, and in each such case,
the Warrant Share Number, immediately prior to such event shall be adjusted solely by adjusting the number of shares of Class A
common stock issuable upon exercise of such Warrant (except for any adjustment resulting from a decrease in the number of shares
of Common Stock or Class A Common Stock outstanding, in which case the Warrant Share Number in respect of the Common Stock represented
hereby shall be revised proportionally to the effect on the outstanding number of shares of Common Stock) (and any other appropriate
actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon the exercise of this Warrant
a number of shares of Common Stock and Class A Common Stock, or other securities of the Company that the Warrantholder would have
owned or would have been entitled to receive upon or by reason of any event described above, had this Warrant been exercised immediately
prior to the occurrence of such event, calculated to the nearest 1/1,000th of a share. Any adjustment made pursuant to this Section
12(A) shall become effective retroactively (i) in the case of any such dividend or distribution, to the date immediately following
the close of business on the record date for the determination of holders of shares of Common Stock or Class A Common Stock, as
the case may be, entitled to receive such dividend or distribution or (ii) in the case of any such subdivision, combination or
reclassification, to the close of business on the date on which such corporate action becomes effective.


 




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In the event that the Charter is amended
to permit the Company to (a) make a dividend or distribution on the outstanding shares of Class B Common Stock payable in shares
of Class B Common Stock or (b) subdivide the outstanding shares of Class B Common Stock into a larger number of shares, this Section
12(A) shall be deemed to be equitably amended, without any further action by the parties hereto, to reflect such change to the
Charter to ensure that Warrantholders continue to be eligible to participate proportionately in any distribution of the Net Litigation
Recovery made in respect of the Class B Common Stock.


 


(B) Certain Distributions. If, at
any time or from time to time after the issuance of this Warrant but prior to the exercise hereof, the Company shall distribute
to all holders of shares of Common Stock or Class A Common Stock (including any such distribution made in connection with a merger
or consolidation in which the Company is the resulting or surviving Person and shares of Common Stock are not changed or exchanged)
cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding
(a) any dividend or other distribution payable in shares of Common Stock or Class A Common Stock, as the case may be for which
adjustment is made under Section 12(A), (b) any distribution in connection with an Excluded Transaction and (c) the distribution
of the Aggregate Available Distribution) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in
each such case, the Warrant Share Number shall be increased, solely by increasing the number of shares of Class A Common Stock
issuable upon exercise of such Warrant, to a number (calculated to the nearest 1/1,000th of a share) equal to the product of (a)
the Warrant Share Number immediately prior to the record date for the distribution of such cash, evidences of indebtedness, securities,
other assets or rights or warrants multiplied by (b) the quotient of:


 


(i) the Current Market Price of
the Class A Common Stock immediately prior to the first date on which the Class A Common Stock trades regular way on the principal
national securities exchange on which the Class A Common Stock is listed or admitted to trading without the right to receive such
distribution of such cash, evidences of indebtedness, securities or other assets or rights or warrants (or, if the Class A Common
Stock is not then so listed or traded, the first business day after the record date for such distribution); divided by


 


(ii) the total (which total shall
be greater than zero) of (x) the Current Market Price of the Class A Common Stock on the date specified in (i) above minus
(y) the Fair Market Value per share of Class A Common Stock of such cash, evidences of indebtedness, securities or other assets
or rights or warrants.


 


Such adjustment shall be made whenever any such distribution
is made and shall become effective retroactively to the date immediately following the close of business on the record date for
the determination of stockholders of the Company entitled to receive such distribution.


 




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(C) Other Changes. If, at any time
or from time to time after the issuance of this Warrant but prior to the exercise or conversion hereof, (a) the Company shall take
any action which (i) affects the Common Stock or Class A Common Stock and (ii) is similar to, or has an effect similar to, any
of the actions described in any of Sections 12(A), 12(B) or 12(G) (but not including any action described in any such Section)
and (b) the Board of Directors in good faith determines that it would be equitable under such circumstances to adjust the Warrant
Share Number as a result of such action, then, and in each such case, the Warrant Share Number shall be adjusted in such manner
and at such time as the Board of Directors in good faith determines would be equitable under such circumstances, subject to Section
12(H), which determination shall be evidenced in a resolution of the Board of Directors, a certified copy of which shall be mailed
by the Company to the Warrantholder.


 


(D) No Adjustment. If an adjustment
to the Warrant Share Number in respect of the issuance or sale of a Common Stock Equivalent has been previously made, the exercise
of such Common Stock Equivalent in accordance with its terms existing at the time such adjustment was made shall not result in
a further adjustment. If an adjustment to the Warrant Share Number in respect of the issuance or sale of a Common Stock Equivalent
was not required, the exercise of such Common Stock Equivalent in accordance with its terms existing at the time of issuance shall
not result in an adjustment pursuant thereto. In addition, no adjustment shall be made for accumulated and unpaid dividends; provided
that the Company has complied with Section 3.04(d) of the Warrant Agreement.


 


Notwithstanding anything to the contrary
herein, no adjustment to the Warrant Share Number need be made for a given transaction (other than a share split or share combination)
if each holder of Warrants participates, on the same terms and otherwise on the same basis and solely as a result of holding the
Warrants, as holders of Shares without having to exercise the Warrants held by such Holders as if they held a number of Shares
equal to the then-current Warrant Share Number, multiplied by the number of Warrants held by such Holder.


 


(E) Abandonment. If the Company (a)
shall take a record of the holders of shares of Common Stock or Class A Common Stock, as the case may be, for the purpose of entitling
them to receive a dividend or other distribution and (b) shall, before paying or delivering such dividend or distribution to the
stockholders of the Company, legally abandon its plan to pay or deliver such dividend or distribution (and, following such abandonment,
the holders of such shares have no claim against the Company for such dividend or distribution), then no adjustment in the Warrant
Share Number shall be required by reason of the taking of such record.


 




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(F) Notice and Certificate as to Adjustments.
In the event that the Company shall propose to take any action of the type described in this Section 12 (but only if the action
of the type described in this Section 12 would result in an adjustment in the Warrant Share Number or a change in the type of securities
or property to be delivered upon exercise of a Warrant), the Company shall deliver to the Warrant Agent a notice and shall cause
such notice to be sent or communicated to the Warrantholders in the manner set forth in Section 19, which notice shall specify
the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice
shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Warrant Share
Number and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of a Warrant.
In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to
the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed
action. The Company shall, at the time it makes such notice, post a copy of such notice on its website and issue a press release
for publication on a newswire service. The Company shall, within 20 days following the event requiring any adjustment to the Warrant
Share Number, deliver to the Warrant Agent a certificate, signed by the Chief Financial Officer of the Company, which (a) sets
forth in reasonable detail (i) the event requiring such adjustment and (ii) the method by which such adjustment was calculated
and (b) specifies the adjusted Warrant Share Number in effect following such adjustment. In the case of any Significant Transaction,
the Company shall also deliver to the Warrant Agent the certificate described in Section 12(G)(b) at least 10 days prior to consummating
such Significant Transaction. Failure to give such notice or to provide such certificate referred to above, or any defect therein,
shall not affect the legality or validity of any such action.


 


(G) Spin-off; Significant Transaction; Conversion.


 


(a) Spin-off. If, at any
time after the issuance of this Warrant but prior to the exercise hereof, the Company shall spin-off another Person, then the Company
(a) shall issue to the Warrantholder a new warrant to purchase, at the Exercise Price, or convert its new warrant into, the number
of shares of Capital Stock or other proprietary interest in the spin-off entity that the Warrantholder would have owned had the
Warrantholder exercised this Warrant immediately prior to the consummation of such spin-off and (b) shall make provision therefor
in the agreement, if any, relating to such spin-off. Such new warrant shall provide for rights and obligations which shall be as
nearly equivalent as may be practicable to the rights and obligations provided for in this Warrant. Notwithstanding the two foregoing
sentences, if any such spin-off shall relate to an entity that will not be subject to the Citizenship Rules or policies similar
to the Citizenship Policies, then in connection with such spin-off the Board of Directors shall consider in good faith whether
it is possible to issue to the Warrantholder shares of Capital Stock or other ownership interests directly in the name of such
Warrantholder, and if the Board of Directors determines in its sole discretion that it would be possible to do so without creating
a material adverse effect on such Warrantholders, then it will use reasonable efforts to provide for such direct issuance. The
provisions of this Section 12(G)(a) (and any equivalent thereof in any such new warrant) shall apply to successive transactions.


 




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(b) Significant Transaction.
If, at any time after the issuance of this Warrant but prior to the exercise hereof, any Significant Transaction shall occur, then,
at least 10 days prior to the consummation of such Significant Transaction, the Company:


 


(i) shall execute and deliver
to the Warrantholder a certificate stating that from and after the consummation of such Significant Transaction:


 


(x) the Warrantholder shall,
upon the surrender of this Warrant to the Surviving Person in such Significant Transaction have the right to receive the kind and
amount of shares of stock or other securities, property or cash receivable upon the consummation of such Significant Transaction
by a holder of the number of shares of Common Stock into which this Warrant could have been exercised immediately prior to the
consummation of such Significant Transaction; and


 


(y) this Warrant shall be deemed to have been cancelled;
and


 


(ii) the Company shall make provision
therefor in the agreement, if any, relating to such Significant Transaction.


 


(c) Conversion. Each Warrant
shall, upon notice to the Company as provided in the Warrant Agreement, be convertible at the option of the Warrantholder at any
time into a Class A Warrant having an aggregate Warrant Share Number equal to the number of shares of Capital Stock of the Company
then comprising the Warrant Share Number for such Warrant prior to conversion but exercisable solely for shares of Class A Common
Stock. In addition, on the tenth (10th) business day after both a final order entering judgment for or against the defendants in
the Professional Liability Action and the distribution of any Aggregate Available Distribution to the holders of the Class B Securities,
subject in each case to compliance with any applicable Jones Act requirements, each Warrant will automatically convert into a Class
A Warrant having a Warrant Share Number equal to such Warrant prior to conversion but exercisable solely for shares of Class A
Common Stock.


 


In the case of any transaction
pursuant to which an adjustment would be required by Section 12(G)(a) or (b) above, the Board of Directors shall take appropriate
steps in good faith to ensure the Warrantholders continue to benefit from the provisions of Section 13 hereof after the consummation
of such transaction to the same extent as the holders of Shares benefit thereafter.


 




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(H) Adjustment Denomination; Proportionate Allocation.


 


(a) Adjustment Denomination.
For the avoidance of doubt, any action which would require an adjustment to the Warrant Share Number of a Warrant pursuant to this
Section 12 shall be made such that the Warrant Share Number after such adjustment will reflect (i) with respect to the shares of
Common Stock underlying such Warrant, a number of Shares equal to the number of shares of Common Stock represented by such Warrant
prior to such adjustment plus a number of shares of Class A Common Stock equal to the additional number of shares represented by
such adjustment; provided that any adjustment resulting from a decrease in the number of shares of Common Stock outstanding
shall be made by proportionally reducing the number of shares of Common Stock comprised in the Warrant Share Number and (ii) with
respect to any shares of Class A Common Stock underlying such Warrant at the time of such adjustment, an additional number of shares
of Class A Common Stock reflecting such adjustment in full; provided that any adjustment resulting from a decrease in the
number of shares of Class A Common Stock outstanding shall be made by proportionally reducing the number of shares of Class A Common
Stock comprised in the Warrant Share Number, if any.


 


(b) Proportionate Allocation.
For the avoidance of doubt, any action which would require an adjustment to a Share pursuant to this Section 12 shall be made on
a pro rata basis.


 


(I) Timing of Issuance of Additional
Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 12 shall require that an adjustment
shall become effective immediately after a record date for an event, then notwithstanding any other provision of this Warrant Certificate
the Company may defer until the occurrence of such event issuing to a Warrantholder of Warrants exercised after such record date
and before the occurrence of such event the additional shares of Class A Common Stock issuable upon such exercise by reason of
the adjustment required by such event over and above the Shares issuable upon such exercise before giving effect to such adjustment;
provided, however, that the Company upon request shall deliver to such Warrantholder a due bill or other appropriate
instrument evidencing such Warrantholder’s right to receive such additional Shares upon the occurrence of the event requiring
such adjustment.


 


(J) Proceedings Prior to Any Action Requiring
Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section
12, the Company shall promptly take (and shall be permitted by the Warrantholders to take) any action which may be necessary, including
obtaining any applicable national securities exchange or stockholder approvals or exemptions, in order that the Company may thereafter
validly and legally issue as fully paid and nonassessable all Shares that a Warrantholder is entitled to receive upon exercise
of a Warrant pursuant to this Section 12.


 




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13. Net Litigation Recovery. Warrantholders
shall participate in the distribution of the Aggregate Available Distribution, which shall be distributed to the Warrantholders
pursuant to the terms of the Warrant Agreement. The holder of record of each Class B Warrant on the relevant record date (the “Distribution
Record Date”), as determined in good faith by the Company pursuant to the terms of the Warrant Agreement, shall be entitled
to receive a pro rata portion of the Aggregate Available Distribution calculated as a fraction thereof, the numerator of which
shall be one (1) and the denominator of which shall be the total number of Class B Securities issued upon the Effective Date; provided
that, for the avoidance of doubt, to the extent that after the Effective Date and before such Distribution Record Date any Class
B Securities that have been converted in accordance with their terms into Class A Common Stock or Class A Warrants, as the case
may be, then no distribution shall be made in respect of the Class A Common Stock or Class A Warrants issued upon such conversion.


 


14. No Impairment. The Company will
not, and will not permit or cause any of its subsidiaries to, by any action, including through any amendment of its Charter, bylaws,
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Certificate
and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.


 


15. Governing Law. This Warrant Certificate
and the Warrants evidenced hereby shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within such State.


 


16. Binding Effect; Countersignature
by Warrant Agent. This Warrant Certificate shall be binding upon any successors or assigns of the Company. This Warrant Certificate
shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided in the Warrant Agreement countersigns
this Warrant Certificate. Such signature shall be solely for the purpose of authenticating this Warrant Certificate and shall be
conclusive evidence that this Warrant Certificate has been countersigned under the Warrant Agreement.


 




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17. Warrant Agreement; Amendments.
The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant
Agreement for a statement of the respective rights, limitations of rights, duties and obligations of the Company, the Warrant Agent
and the Warrantholders and beneficial owners of the Warrants. A copy of the Warrant Agreement may be obtained for inspection by
the Warrantholders or beneficial owners of the Warrants upon request to the Warrant Agent at the address of the Warrant Agent (or
successor warrant agent) set forth in the Warrant Agreement. The Warrant Agreement and this Warrant Certificate may be amended
and the observance of any term of the Warrant Agreement or this Warrant Certificate may be waived only to the extent provided in
the Warrant Agreement.


 


18. Compliance with Citizenship Rules.
Notwithstanding the other provisions of this Warrant Agreement, in order to facilitate the Company’s compliance with the
Citizenship Rules:


 


(A) In connection with any exercise of the
Warrant (including any interest in any Global Warrant), a Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder
has designated to receive the Shares issuable upon exercise of the Warrants) shall advise the Company whether or not it satisfies
the requirements to be a U.S. Citizen. Under its Charter, the Company may require a Warrantholder (or, if not the Warrantholder,
the Person that the Warrantholder has designated to receive the Shares issuable upon exercise of the Warrants) to provide it with
such documents and other information as it may request as reasonable proof of that the Warrantholder (or, if not the Warrantholder,
such other Person that the Warrantholder has designated to receive the Shares issuable upon exercise of the Warrants) satisfies
the requirements to be a U.S. Citizen.


 


(B) No Warrantholder who cannot establish
to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated
to receive the stock issuable upon exercise of the Warrants) is a U.S. Citizen may exercise any Warrants to the extent the Shares
deliverable upon exercise of the Warrants would constitute Non-Complying Shares if they were issued, which shall be determined
by the Company in its reasonable discretion at the time of any proposed exercise of a Warrant.


 


(C) Any sale, transfer or other disposition
of a Warrant by any Warrantholder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such
Warrantholder’s interests to such Person in the Warrant and the Shares issuable upon exercise thereof with no ability to
direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder has designated to
receive the Shares issuable upon exercise of the Warrants.


 




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(D) In the Company’s reasonable discretion,
the Company may instruct the Transfer Agent, the Warrant Agent, and the Depositary (or any of them) not to issue Shares to any
Warrantholder who upon any exercise of any Warrants cannot establish to the Company’s reasonable satisfaction that it (or,
if not the Warrantholder, the Person that the Warrantholder has designated to receive the Shares issuable upon exercise of the
Warrants) is a U.S. Citizen to the extent the receipt of the Shares deliverable upon exercise of the Warrants would cause such
Person or any Person whose ownership position would be aggregated with that of such Person to exceed 4.9% of the aggregate number
of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 18(D), shares of Common Stock issuable
upon exercise of all outstanding Warrants).


 


19. Notices. Unless this Warrant
Certificate is a Global Warrant, any notice or communication to be delivered to the Warrantholder shall be delivered to the Warrantholder
at the Warrantholder’s address as it appears in the Registry and shall be sufficiently given if so mailed within the time
prescribed. Any notice to holders of a beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance
with the procedures of the Depositary. Communications to such holders shall


be deemed to be effective at the time of dispatch to the Depositary.


 


20. Interpretation.
Nothing contained in the Warrant Certificate shall be used to construe the terms or meaning of any other agreement, warrant, other
security or any warrant certificate.


 


[Remainder of page intentionally left
blank]


 




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IN WITNESS WHEREOF, the Company has caused
this Warrant Certificate to be duly executed by a duly authorized officer. This Warrant Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the Warrant Agent.


 





	Dated:  __________________	 	OVERSEAS SHIPHOLDING GROUP, INC.
	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:







 


	Countersigned:
	 
	Computershare Trust Company, N.A.,
	 
	as Warrant Agent
	 
	By:	 	 
	 	Authorized Signatory	 


 




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Schedule A


 


The initial number
of Warrants represented by this Warrant Certificate is.


 


The following decreases in the number
of Warrants represented by this Warrant Certificate have been made as a result of the exercise or conversion of certain Warrants
represented by this Warrant Certificate:


 


	
        Date of Exercise

        of Warrants
	 	
        Number of

        Warrants

        Exercised /

        Converted
	 	
        Total Number of

Warrants Represented

Hereby Following Such

Exercise / Conversion
	 	Notation Made

by Warrant Agent
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




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Form of Notice of Exercise


 


(to be executed only upon
exercise of Warrants)


 


Date:


 


		TO:	OVERSEAS SHIPHOLDING GROUP, INC. (the “Company”)



 


		RE:	Election to Purchase Common Stock



 


The undersigned registered holder of [             ]
Warrants irrevocably elects to exercise the number of Warrants set forth below represented by the Global Warrant (or, in the case
of a Definitive Warrant, the Warrant Certificate enclosed herewith), and surrenders all right, title and interest in the number
of Warrants exercised hereby to the Company, and directs that the shares of Common Stock or other securities or property delivered
upon exercise of such Warrants, and any interests in the Global Warrant or Definitive Warrant representing unexercised Warrants,
be registered or placed in the name and at the address specified below and delivered thereto.


 


	Number of Warrants	 


 


 ̈Check
if Warrantholder believes it satisfies the requirements to be a U.S. Citizen (additional information may be required by Company
to confirm that Warrantholder is a U.S. Citizen).


 


 ̈Check
if Warrantholder believes it is a Non-U.S. Citizen.


 


	Warrantholder:	 	 


 


	By:	 	 


 


	Name:	 	 


 


	Title:	 	 


 


Signature guaranteed by (if a guarantee is required)


 


	 	 
	 	 
	 	 	 


 




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Securities to be issued to:


 


	If in book-entry form through the Depositary:	 
	 	 
	Depositary Account Number:	 
	 	 
	Name of Agent Member:	 
	 	 
	If in definitive form:	 
	 	 
	Social Security Number or Other Identifying Number:	 
	 	 
	Name:	 
	 	 
	Street Address:	 
	 	 
	City, State and Zip Code:	 


 


Any unexercised Warrants evidenced by the exercising Warrantholder’s
interest in the Global Warrant or Definitive Warrant, as the case may be, to be issued to:


 


	If in book-entry form through the Depositary:	 
	 	 
	Depositary Account Number:	 
	 	 
	Name of Agent Member:	 
	 	 
	If in definitive form:	 
	 	 
	Social Security Number or Other Identifying Number:	 
	 	 
	Name:	 
	 	 
	Street Address:	 
	 	 
	City, State and Zip Code:	 


 




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Form of Assignment


 


For value received, the undersigned registered
Warrantholder of the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s) named below (including
the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not
being assigned hereby) all of the right, title and interest of the undersigned under the within Warrant Certificate with respect
to the number of Warrants set forth below.


 


	Name of Assignees	 	Address	 	Number of Warrants	 	
        Social Security

        Number or other

        Identifying Number

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


and does irrevocably constitute and appoint [             ],
the undersigned’s attorney, to make such transfer on the books of the Company maintained for the purpose, with full power
of substitution in the premises.


 


	Dated:	 	 


 


	Warrantholder:	 	 


 


	By:	 	 


 


	Name:	 	 


 


	Title:	 	 


 


Signature
guaranteed by (if a guarantee is required)


 


	 	 


 




    	26



    	 



    

  


Form of Notice of Conversion


 


(to be executed only upon conversion of
Warrants)


 


Date:                           


 


		TO:	OVERSEAS SHIPHOLDING GROUP, INC. (the “Company”)



 


		RE:	Election to Convert Warrants to Class A Warrants



 


The undersigned registered holder of [             ]
Warrants irrevocably elects to convert the number of Warrants set forth below represented by the Global Warrant (or, in the case
of a Definitive Warrant, the Warrant Certificate enclosed herewith) into Class A Warrants, and surrenders all right, title and
interest in the number of Warrants so converted hereby to the Company, and directs that the Class A Warrants, and any interests
in the Global Warrant or Definitive Warrant representing Warrants that are not being converted into Class A Warrants pursuant to
this notice, be registered or placed in the name and at the address specified below and delivered thereto.


 


Number
of Warrants                                _______________________________________


 





 ̈Check
if Warrantholder believes it satisfies the requirements to be a U.S. Citizen (additional information may be required by Company
to confirm that Warrantholder is a U.S. Citizen).


 


 ̈Check
if Warrantholder believes it is a Non-U.S. Citizen.




 


	Warrantholder:	 	 


 


	By:	 	 


 


	Name:	 	 


 


	Title:	 	 


 


[Signature guaranteed by (if a guarantee is required)


 


	 	 
	 	 
	 	 	 


 




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Class A Warrants to be issued to:


 


	If in book-entry form through the Depositary:	 
	 	 
	Depositary Account Number:	 
	 	 
	Name of Agent Member:	 
	 	 
	If in definitive form:	 
	 	 
	Social Security Number or Other Identifying Number:	 
	 	 
	Name:	 
	 	 
	Street Address:	 
	 	 
	City, State and Zip Code:	 


 


Any unconverted Warrants evidenced by the converting Warrantholder’s
interest in the Global Warrant or Definitive Warrant, as the case may be, to be issued to:


 


	If in book-entry form through the Depositary:	 
	 	 
	Depositary Account Number:	 
	 	 
	Name of Agent Member:	 
	 	 
	If in definitive form:	 
	 	 
	Social Security Number or Other Identifying Number:	 
	 	 
	Name:	 
	 	 
	Street Address:	 
	 	 
	City, State and Zip Code:	 


 




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