Exhibit 4.1


 


 


 



 


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


Common Stock


 


 



 






    	 



    	 



    







  



Table of Contents


 




	ARTICLE
    I   DEFINITIONS	1
	Section 1.01.   Definitions	1
	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	6
	Section 2.04.   Transfer
    and Exchange	7
	Section 2.05.   Definitive
    Warrants	9
	Section 2.06.   Replacement
    Certificates	10
	Section 2.07.   Outstanding
    Warrants	11
	Section 2.08.   Cancellation	11
	Section 2.09.   CUSIP
    Numbers	11
	Section 2.10.   Transfer
    Restrictions	11
	ARTICLE
    III   EXERCISE TERMS	14
	Section 3.01.   Exercise	14
	Section 3.02. 
    Manner of Exercise and Issuance of Shares	14
	Section 3.03.   Compliance
    with Citizenship Rules	14
	Section 3.04. 
    Covenants	15
	ARTICLE
    IV   ANTIDILUTION PROVISIONS	17
	Section 4.01.   Antidilution
    Adjustments; Notice of Adjustment	17
	Section 4.02.   Adjustment
    to Warrant Certificate	17
	ARTICLE
    V   WARRANT AGENT	17
	Section 5.01.   Appointment
    of Warrant Agent	17
	Section 5.02.   Rights
    and Duties of Warrant Agent	17
	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	21
	Section 5.07. 
    Representations of the Company	23
	ARTICLE
    VI   MISCELLANEOUS	23
	Section 6.01.   Persons
    Benefitting	23



 






    	 



    	 



    

 


	Section 6.02.   Amendment	24
	Section 6.03.   Notices	25
	Section 6.04.   Governing
    Law	26
	Section 6.05.   Successors	26
	Section 6.06.   Multiple
    Originals	26
	Section 6.07.   Inspection
    of Agreement	26
	Section 6.08.   Severability	26
	Section 6.09.   Waiver
    of Jury Trial	27
	Section 6.10.   Force
    Majeure	27
	Section 6.11.   Termination	27
	EXHIBIT
    A   FORM OF WARRANT	27


 






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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 to its equity
holders that participate in the rights offering conducted by the Company in accordance with the Plan. The Company is entering into
this Agreement in order to provide warrants to any equity holders, who may 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 acquire one share of Common Stock, subject to the provisions
of this Agreement and the relevant 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


 


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.


 






    	 



    	 



    

 


“A.I. Warrant Certificate”
means any Warrant Certificate that bears the Restricted Securities Legend and represents Warrants issued and sold to “accredited
investors” as defined in Rule 501(a) of Regulation D under the Securities Act.


 


“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.


 


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


 


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


 


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


 


“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.


 


“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.


 






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“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.


 


“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.


 


“Restricted Warrant”
means any Warrant that, when issued, was a “restricted security” (as defined under Rule 144 under the Securities Act)
until such time as (i) such Warrant has been transferred pursuant to an effective shelf registration statement or (ii) the Restricted
Securities Legend therefor has been removed pursuant to Section 2.10.


 


“Restricted Securities Legend”
means the legend labeled as such and that is set forth in Exhibit A hereto, which is incorporated in and expressly made a part
of this Agreement.


 


“Rule 144A Certificate”
means a certificate substantially in the form of Exhibit B hereto.


 


“Rule 144A Warrant” means
any Warrant Certificate that bears the Restricted Securities Legend and represents Warrants issued and sold pursuant to Rule 144A
under the Securities Act.


 


“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.


 


“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.


 






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“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.


 


(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:


 






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(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 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.


 


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.


 






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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.


 


(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.


 






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(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.


 


(iv) No Warrants or shares of 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.


 






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(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.


 


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.


 






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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.


 


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.


 


Section 2.10. Transfer Restrictions.


 






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(a) By
its acceptance of any Warrant bearing the Restricted Securities Legend (or any beneficial interest in such a Warrant), each Warrantholder
thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Warrant (and any such
beneficial interest) set forth in this Agreement and in the Restricted Securities Legend and agrees that it will transfer such
Warrant (and any such beneficial interest) only in accordance with the Agreement and such legend.


 


(b) The transfer or exchange of any Warrant
(or a beneficial interest therein) may only be made in accordance with this Section and the other provisions of Article II and,
in the case of a Warrant Certificate (or a beneficial interest therein), the applicable rules and procedures of the Depositary.
The Warrant Agent shall refuse to register any requested transfer or exchange that it reasonably believes does not comply with
the preceding sentence.


 


(c) Subject
to paragraph (b), the transfer or exchange of any Warrant (or a beneficial interest therein) of the type set forth in column A
below for a Warrant (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance
with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.


 


	A	B	C
	Rule 144A Warrant	Rule 144A Warrant	(1)
	Rule 144A Warrant	Unrestricted Warrant	(2)
	A.I. Warrant	Rule 144A Warrant	(1)
	A.I. Warrant	Unrestricted Warrant	(2)
	Unrestricted Warrant	Unrestricted Warrant	(3)


 


(1) The person requesting the transfer or
exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate, or (in the case of
Warrant represented as an interest in a Global Warrant) comply with the procedures of the Depositary, if any, in demonstrating
it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.


 


(2) The person requesting the transfer or
exchange must deliver or cause to be delivered to the Warrant Agent an Opinion of Counsel and such other certifications and evidence
as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance
with the Securities Act and any applicable securities laws of any state of the United States.


 


(3) No
certification is required.


 






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(d) Notwithstanding
any provision to the contrary herein, so long as a Global Warrant remains outstanding and is held by or on behalf of the Depositary,
transfers of a Global Warrant, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with
this Article II, including this Section 2.10, and the procedures of the Depositary; provided, however, that beneficial
interests in a Global Warrant that is a Restricted Warrant may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in such Global Security in accordance with the transfer restrictions set forth in the Restricted Securities
Legend.


 


(e) No
certification is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein) or for
transfers of Shares of Common Stock issuable upon exercise thereof:


 


(i)
after such Warrant or Share is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision)
without the need to satisfy current information or other requirements therein; provided that the Company has provided
the Warrant Agent with an Officers’ Certificate to that effect, and the Company may require from any person requesting
a transfer or exchange in reliance upon this clause (i) an opinion of counsel and any other reasonable certifications and evidence
in order to support such certificate; or


 


(ii)
sold pursuant to an effective registration statement.


 


Any Unrestricted Warrant delivered in reliance
upon this paragraph will not bear the Restricted Securities Legend.


 


(f) The
provisions of this Section 2.10 shall not apply to the exercise of any Warrant to the extent Shares issued upon such exercise (and
any unexercised portion of the Warrant so exercised) shall be issued to the same registered Warrantholder that exercised such Warrant;
provided that if any such Warrant bears the Restricted Securities Legend but could be exchanged at the time of such exercise for
an Unrestricted Warrant, the Shares issued upon exercise need not bear the Restricted Securities Legend.


 


(g) The
Warrant Agent will retain copies of all certificates, opinions and other documents received in connection with the transfer or
exchange of a Warrant (or a beneficial interest therein), for a period of no less than as required by law or the Warrant Agent’s
customary internal procedures, and during such period the Company will have the right to inspect and make copies thereof at any
reasonable time upon written notice to the Warrant Agent.


 


(h) With respect to any Warrants bearing
a Restricted Securities Legend on the date of exercise, the shares of Common Stock distributed upon exercise will be issued in
physical certificated form (unless, at the option of the Company, such shares can be held directly by the transfer agent in book-entry
form in a segregated manner), will not be held in book-entry form through the facilities of the Depositary and shall be treated
as “restricted securities,” and the Company will affix the applicable “restricted securities” legend upon
such shares of Common Stock; provided that if any such Common Stock is being immediately resold pursuant to Rule 144, such
shares need not be issued with such legend in connection with such sale.


 






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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 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 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 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 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 issuable upon
exercise of the Warrants) is a U.S. Citizen to the extent the receipt of the 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 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.


 


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


 






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(c) In connection with the shares of Common
Stock 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 amend or modify the Charter or its
by-laws in a manner that would prevent the Company from issuing the 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 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 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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ARTICLE IV


 


ANTIDILUTION PROVISIONS


 


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(E) 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.


 


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.


 


Section 5.02. Rights and Duties
of Warrant Agent.


 






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(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.


 






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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.


 


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.


 


(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.


 






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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.


 


(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.


 






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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.


 


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.


 






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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 or (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. 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.


 


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.


 






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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.


 


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


 






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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.


 


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.


 






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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.


 


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.


 






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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	 


 






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	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	 	 




 






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EXHIBIT A


 


FORM OF WARRANT


 






    	 



    	 



    

 


FORM OF CLASS A 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 A Common Stock


 


of


 


OVERSEAS SHIPHOLDING GROUP, INC.


 


	No. [●]	CUSIP No: 69036R 145


 


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.


 


“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.


 


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


 


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


 


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


 




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“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, including, without limitation, any preferred stock and any option, warrant or other subscription or
purchase right with respect to 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 during the immediately preceding 20 consecutive
trading days ending on such date or (b) if the Common Stock is not then listed or admitted to trading on any national securities
exchange, the Market Price.


 


“Excluded Transaction” means any of the following:


 


(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, 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 as described in Section
12(B) including, for the purposes of this adjustment only, shares of Common Stock 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 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 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 issued pursuant to Common Stock Equivalents that are issued to redeem such 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.


 




    	3



    	 



    

 


“Exercise Price” means $0.01 per Share 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.


 


“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).


 


“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.


 


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


 




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“Share or Shares” has the meaning
set forth in Section 2.


 


“Significant Transaction” means:


 


(a) any reorganization, reclassification
or other change of outstanding shares of 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 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 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 (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. 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.


 


“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.


 




    	5



    	 



    

 


“Warrant” means a right
to purchase a number of shares of Common Stock equal 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 one Share, 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 (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.


 


3. Exercise of Warrant; Term; Exchange.
Subject to Section 2 and Section 17, 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 18) (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 on the trading day on which such Warrants are exercised and the Notice of Exercise is delivered pursuant to this Section
3. 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.


 




    	6



    	 



    

 


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.


 


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. 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 of Common Stock 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.


 


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.


 




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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.


 


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, solely for the purpose of providing for the exercise of Warrants evidenced
by this Warrant Certificate, the aggregate number of shares of Common Stock then issuable upon exercise 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 Common Stock is then listed or
traded and (b) if listed at the time of 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.


 




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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.


 


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.


 




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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.


 


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.


 




    	10



    	 



    

 


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.


 


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
payable in shares of Common Stock, (b) subdivide the outstanding shares of Common Stock into a larger number of shares, (c) combine
the outstanding shares of Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock in a reclassification
of the 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 (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 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 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.


 




    	11



    	 



    

 


(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 (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 for which adjustment is made under Section 12(A) and (b) any distribution
in connection with an Excluded Transaction) 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 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 immediately
prior to the first date on which the Common Stock trades regular way on the principal national securities exchange on which the
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 on the date specified in (i) above minus (y) the Fair Market Value per share
of 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 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 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 ofShares 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 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 18, 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.


 


(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.


 


(H) 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 Shares issuable upon such exercise by reason of the adjustment required by such event
over and above the shares of Common Stock 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.


 


(I) 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. 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.


 


14. 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.


 


15. 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.


 


16. 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.


 


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


 




    	16



    	 



    

 


(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.


 


(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 outstanding at such time (excluding, for purposes of this Section 17(D), shares of Common Stock issuable upon exercise
of all outstanding Warrants).


 


18. 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.


 




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19. 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]


 




    	18



    	 



    

 


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 of certain Warrants represented
by this Warrant Certificate:


 


	
        Date of Exercise

        of Warrants
	 	
        Number of

        Warrants

        Exercised
	 	
        Total Number of

        Warrants Represented

        Hereby Following
        Such

        Exercise
	 	
        Notation Made

        by Warrant Agent

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	20



    	 



    

 


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)	 
	 	 
	 	 


 




    	23



    	 



    



 


FORM OF CLASS A 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.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON CONVERSION OF THE WARRANTS EVIDENCED HEREBY, IF SUCH SHARES
ARE ISSUED UPON THE EXERCISE OF ANY SUCH WARRANTS THAT THEN ARE “RESTRICTED SECURITIES” (WITHIN THE MEANING OF RULE
144 UNDER THE SECURITIES ACT (“RULE 144”)), ARE “RESTRICTED SECURITIES” (WITHIN THE MEANING OF RULE 144)
AND MAY NOT BE REOFFERED, RESOLD OR OTHERWISE TRANSFERRED EXCEPT (I) TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) PURSUANT TO AND IN COMPLIANCE WITH RULE 144A OR ANOTHER TRANSACTION
NOT INVOLVING A PUBLIC OFFERING EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144, (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
OR (IV) TO THE COMPANY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS IN ANY STATE OF THE
UNITED STATES, AND PROVIDED THAT, IN THE CASE OF ANY TRANSFER BY AN “ACCREDITED INVESTOR” PURSUANT TO (I) OR (II) ABOVE,
THE COMPANY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY
REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.


 




    	 



    	 



    

 


WARRANTS


 


to purchase


 


Shares of Class A Common Stock


 


of


 


OVERSEAS SHIPHOLDING GROUP, INC.


 


	No. [●]	CUSIP No: 69036R 129


 




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.


 


“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.


 


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


 


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


 


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


 




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“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, including, without limitation, any preferred stock and any option, warrant or other subscription or
purchase right with respect to 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 during the immediately preceding 20 consecutive
trading days ending on such date or (b) if the Common Stock is not then listed or admitted to trading on any national securities
exchange, the Market Price.


 


“Excluded Transaction” means any of the following:


 


(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, 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 as described in Section
12(B) including, for the purposes of this adjustment only, shares of Common Stock 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 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 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 issued pursuant to Common Stock Equivalents that are issued to redeem such 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.


 




    	3



    	 



    

 


“Exercise Price” means $0.01 per Share 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.


 


“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).


 


“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.


 


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


 




    	4



    	 



    

 


“Share or Shares” has the meaning
set forth in Section 2.


 


“Significant Transaction” means:


 


(a) any reorganization, reclassification
or other change of outstanding shares of 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 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 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 (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. 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.


 


“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.


 




    	5



    	 



    

 


“Warrant” means a right
to purchase a number of shares of Common Stock equal 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 one Share, 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 (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.


 


3. Exercise of Warrant; Term; Exchange.
Subject to Section 2 and Section 17, 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 18) (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 on the trading day on which such Warrants are exercised and the Notice of Exercise is delivered pursuant to this Section
3. 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.


 




    	6



    	 



    

 


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.


 


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. 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 of Common Stock 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.


 


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.


 




    	7



    	 



    

 


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.


 


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, solely for the purpose of providing for the exercise of Warrants evidenced
by this Warrant Certificate, the aggregate number of shares of Common Stock then issuable upon exercise 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 Common Stock is then listed or
traded and (b) if listed at the time of 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.


 




    	8



    	 



    

 


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.


 


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.


 




    	9



    	 



    

 


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.


 


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.


 




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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.


 


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
payable in shares of Common Stock, (b) subdivide the outstanding shares of Common Stock into a larger number of shares, (c) combine
the outstanding shares of Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock in a reclassification
of the 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 (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 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 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.


 




    	11



    	 



    

 


(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 (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 for which adjustment is made under Section 12(A) and (b) any distribution
in connection with an Excluded Transaction) 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 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 immediately
prior to the first date on which the Common Stock trades regular way on the principal national securities exchange on which the
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 on the date specified in (i) above minus (y) the Fair Market Value per share
of 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.


 




    	12



    	 



    

 


(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 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 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 ofShares 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 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 18, 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.


 


(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.


 




    	14



    	 



    

 


(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.


 


(H) 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 Shares issuable upon such exercise by reason of the adjustment required by such event
over and above the shares of Common Stock 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.


 


(I) 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. 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.


 


14. 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.


 


15. 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.


 


16. 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.


 


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


 




    	16



    	 



    

 


(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.


 


(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 outstanding at such time (excluding, for purposes of this Section 17(D), shares of Common Stock issuable upon exercise
of all outstanding Warrants).


 


18. 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.


 




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19. 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]


 




    	18



    	 



    

 


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	 


 




    	19



    	 



    

 


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 of certain Warrants represented
by this Warrant Certificate:


 


	
        Date of Exercise

        of Warrants
	 	
        Number of

        Warrants

        Exercised
	 	
        Total Number of

        Warrants Represented

        Hereby Following
        Such

        Exercise
	 	
        Notation Made

        by Warrant Agent

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	20



    	 



    

 


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)	 
	 	 
	 	 


 




    	23



    	 



    



 


FORM OF CLASS A 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.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON CONVERSION OF THE WARRANTS EVIDENCED HEREBY, IF SUCH SHARES
ARE ISSUED UPON THE EXERCISE OF ANY SUCH WARRANTS THAT THEN ARE “RESTRICTED SECURITIES” (WITHIN THE MEANING OF RULE
144 UNDER THE SECURITIES ACT (“RULE 144”)), ARE “RESTRICTED SECURITIES” (WITHIN THE MEANING OF RULE 144)
AND MAY NOT BE REOFFERED, RESOLD OR OTHERWISE TRANSFERRED EXCEPT (I) TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) PURSUANT TO AND IN COMPLIANCE WITH RULE 144A OR ANOTHER TRANSACTION
NOT INVOLVING A PUBLIC OFFERING EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144, (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
OR (IV) TO THE COMPANY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS IN ANY STATE OF THE
UNITED STATES, AND PROVIDED THAT, IN THE CASE OF ANY TRANSFER BY AN “ACCREDITED INVESTOR” PURSUANT TO (I) OR (II) ABOVE,
THE COMPANY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY
REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.


 




    	 



    	 



    

 


WARRANTS


 


to purchase


 


Shares of Class A Common Stock


 


of


 


OVERSEAS SHIPHOLDING GROUP, INC.


 


	No. [●]	CUSIP No: 69036R 137


 


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.


 


“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.


 


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


 


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


 


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


 




    	2



    	 



    

 


“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, including, without limitation, any preferred stock and any option, warrant or other subscription or
purchase right with respect to 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 during the immediately preceding 20 consecutive
trading days ending on such date or (b) if the Common Stock is not then listed or admitted to trading on any national securities
exchange, the Market Price.


 


“Excluded Transaction” means any of the following:


 


(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, 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 as described in Section
12(B) including, for the purposes of this adjustment only, shares of Common Stock 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 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 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 issued pursuant to Common Stock Equivalents that are issued to redeem such 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.


 




    	3



    	 



    

 


“Exercise Price” means $0.01 per Share 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.


 


“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).


 


“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.


 


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


 




    	4



    	 



    

 


“Share or Shares” has the meaning
set forth in Section 2.


 


“Significant Transaction” means:


 


(a) any reorganization, reclassification
or other change of outstanding shares of 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 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 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 (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. 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.


 


“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.


 




    	5



    	 



    

 


“Warrant” means a right
to purchase a number of shares of Common Stock equal 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 one Share, 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 (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.


 


3. Exercise of Warrant; Term; Exchange.
Subject to Section 2 and Section 17, 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 18) (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 on the trading day on which such Warrants are exercised and the Notice of Exercise is delivered pursuant to this Section
3. 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.


 




    	6



    	 



    

 


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.


 


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. 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 of Common Stock 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.


 


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.


 




    	7



    	 



    

 


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.


 


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, solely for the purpose of providing for the exercise of Warrants evidenced
by this Warrant Certificate, the aggregate number of shares of Common Stock then issuable upon exercise 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 Common Stock is then listed or
traded and (b) if listed at the time of 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.


 




    	8



    	 



    

 


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.


 


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.


 




    	9



    	 



    

 


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.


 


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.


 




    	10



    	 



    

 


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.


 


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
payable in shares of Common Stock, (b) subdivide the outstanding shares of Common Stock into a larger number of shares, (c) combine
the outstanding shares of Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock in a reclassification
of the 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 (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 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 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.


 




    	11



    	 



    

 


(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 (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 for which adjustment is made under Section 12(A) and (b) any distribution
in connection with an Excluded Transaction) 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 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 immediately
prior to the first date on which the Common Stock trades regular way on the principal national securities exchange on which the
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 on the date specified in (i) above minus (y) the Fair Market Value per share
of 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.


 




    	12



    	 



    

 


(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 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 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 ofShares 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 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 18, 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.


 


(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.


 




    	14



    	 



    

 


(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.


 


(H) 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 Shares issuable upon such exercise by reason of the adjustment required by such event
over and above the shares of Common Stock 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.


 


(I) 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.


 




    	15



    	 



    

 


13. 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.


 


14. 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.


 


15. 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.


 


16. 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.


 


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


 




    	16



    	 



    

 


(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.


 


(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 outstanding at such time (excluding, for purposes of this Section 17(D), shares of Common Stock issuable upon exercise
of all outstanding Warrants).


 


18. 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.


 




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19. 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]


 




    	18



    	 



    

 


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 of certain Warrants represented
by this Warrant Certificate:


 


	
        Date of Exercise

        of Warrants
	 	
        Number of

        Warrants

        Exercised
	 	
        Total Number of

        Warrants Represented

        Hereby Following
        Such

        Exercise
	 	
        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)	 
	 	 
	 	 
	 	 
	 	 	 
	 	 	 


 




    	21



    	 



    

 


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:	 	 


 




    	22



    	 



    

 


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)	 
	 	 
	 	 


 




    	23



    	 



    



 


Exhibit B


 


Rule 144A Certificate


 


_________, ____


[Address of Warrant Agent]


 


		Re:	Warrants to acquire Class A Common Stock of Overseas Shipholding Group, Inc. (the “Warrants”)
Issued under the Warrant Agreement (the “Agreement”) dated as of [___],
2014 relating to the Warrants



 


Ladies and Gentlemen:


 


This Certificate relates to:


 


[CHECK A OR B AS APPLICABLE.]


 


___ A. Our proposed purchase of
_______ of Warrants issued under the Agreement.


 


___ B. Our proposed exchange of
_______ of Warrants issued under the Agreement for an equal
number of Warrants to be held by us.


 


We and, if applicable, each account
for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the
Securities Act of 1933, as amended (the “Securities Act”). If we are acting on
behalf of an account, we exercise sole investment discretion with respect to such account.
We are aware that the transfer of Warrants to us, or such exchange, as applicable, is being
made in reliance upon the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. Prior to the date of this Certificate we have received such information
regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined
not to request such information.


 


You and the Company are entitled to rely upon this Certificate
and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.


 


Very truly yours,


 


[NAME OF PURCHASER (FOR TRANSFERS) OR


OWNER (FOR EXCHANGES)]


By: _____________________________


Name:


Title:


Address:


 






    	 



    	 



    







 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER


OF RESTRICTED COMMON STOCK


 


[Address of Transfer Agent]


 


		Re:	Restricted Common Stock of Overseas Shipholding Group, Inc.



 


Ladies and Gentlemen:


 


This Certificate relates to _________ shares of Common Stock
represented by the accompanying certificate(s) that were issued upon exercise of Warrants and which are held in the name of [name
of transferor] (the “Transferor”) to effect the transfer of such Common Stock.


 


Such shares of Common Stock are only being
transferred:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company or one of its subsidiaries; or



 


		(2)	 ̈	pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or



 


		(3)	 ̈	pursuant to an exemption from registration under the Securities Act of 1933 provided by Rule 144 thereunder.



 


		(4)	 ̈	pursuant to an shelf registration statement of the Company that has been declared effective under the Securities Act
of 1933, in connection with the transfer of such shares of Common Stock .



 


[signature
page follows]


 






    	 



    	 



    

 


Unless one of the boxes is checked, the transfer
agent will refuse to register any of the Common Stock evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if box (2) or (3) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information, and if box (3) is checked such legal opinions,
as the Company has reasonably requested in writing, by delivery to the transfer agent of a standing letter of instruction, to
confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act of 1933, as amended.


 


	 	[Name of Transferor],



	 	 	 
	 	
        By:
	 
	 	 	Name:
			Title:


Dated: