Bankroll – Iain Abrach http://iainabrach.org/ Sat, 09 Oct 2021 22:30:31 +0000 en-US hourly 1 https://wordpress.org/?v=5.8 https://iainabrach.org/wp-content/uploads/2021/04/default1-150x150.png Bankroll – Iain Abrach http://iainabrach.org/ 32 32 5 Priorities for the Financial Stability Oversight Council https://iainabrach.org/2021/04/30/5-priorities-for-the-financial-stability-oversight-council/ https://iainabrach.org/2021/04/30/5-priorities-for-the-financial-stability-oversight-council/#respond Fri, 30 Apr 2021 04:09:38 +0000 https://iainabrach.org/?p=490 Introduction and summary The Financial Stability Oversight Council (FSOC) was created by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 to identify and mitigate threats to the stability of the financial system, particularly those that develop outside the traditional banking sector. Although the United States is notable for having many financial regulatory […]]]>

Introduction and summary

The Financial Stability Oversight Council (FSOC) was created by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 to identify and mitigate threats to the stability of the financial system, particularly those that develop outside the traditional banking sector. Although the United States is notable for having many financial regulatory agencies, before the 2008 financial crisis, no one regulator or regulatory body was responsible for looking out across the financial system and addressing systemic risks. Financial regulators focused on their respective jurisdictions, while significant risks built up across jurisdictions and outside of any one regulator’s purview. Risky financial activities and products sprouted in the cracks of the financial regulatory infrastructure as regulatory arbitrage, intentionally exploiting its fragmentation. The FSOC was structured to mitigate some of these regulatory design flaws. It is chaired by the secretary of the U.S. Department of the Treasury and brings together the heads of all eight federal financial regulators, and a voting member with insurance expertise, around one table. The FSOC’s goal is to improve coordination across agencies and tackle emerging financial sector risks and vulnerabilities before they trigger or amplify another financial crisis.

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The Obama administration built up the FSOC and worked to execute its vital mission. Former Treasury Secretaries Timothy Geithner and Jack Lew staffed up the council from scratch, convened regulators to address financial sector turmoil, subjected certain nonbank financial companies to stricter regulation and oversight, and identified risky activities in parts of the financial system that warranted further attention. Unfortunately, the Trump administration took every opportunity to tear down this work. Former Treasury Secretary Steven Mnuchin eroded the FSOC’s institutional capabilities, conducted fewer and shorter meetings, and used the council to undermine financial stability and deregulate financial institutions. It is critical that the Biden administration revitalize the FSOC and aggressively tackle the many important challenges ahead. From emerging issues such as climate change and financial technology to preexisting issues like leveraged hedge funds and short-term funding markets, the FSOC has its work cut out.

A safer and more stable financial system would deliver more robust, equitable, and sustainable growth over the long term for workers and communities across the country. These efforts are particularly important for the economic well-being of communities of color, which are disproportionately harmed by financial crises and have been historically abused by the financial sector. The FSOC must center issues of economic justice and racial equity in its core work. Doing so is not just good policy; it is the law. Dodd-Frank explicitly directed the FSOC, for example, to consider the impact that a nonbank financial company’s failure could have on communities of color as well as the potential for risky financial activities to impair the availability of financial services for these communities.

Too many individuals and households were still economically and psychologically scarred from the 2008 financial crisis when the coronavirus pandemic began battering the economy last year. Many of the same fragilities that helped fuel the 2008 financial crisis manifested themselves in financial dislocations in March 2020, prompting the Federal Reserve to intervene in markets in massive ways once again. This recurring pattern highlights the need for a proactive FSOC. It is as important as ever to promote a resilient financial system as the economy starts to recover from the most recent catastrophic shock. While there are many problems that the FSOC will need to address over the next several years, this report outlines five issues that should be top priorities:

  1. Restoring budget and staffing at the FSOC and the Office of Financial Research (OFR)
  2. Repealing the 2019 systemically important financial institution (SIFI) designation guidance
  3. Coordinating efforts to mitigate climate-related financial risks
  4. Addressing the long-standing shadow banking fragilities that were resurfaced by the COVID-19 shock
  5. Developing and implementing a comprehensive financial data strategy

Restore budget and staffing levels at the FSOC and the OFR

Over his term as treasury secretary, Mnuchin worked with Trump-appointed voting members of the FSOC to erode its institutional capacity. Compared with the budget and staffing levels at the end of the Obama administration, the Trump administration almost immediately slashed the FSOC’s budget by more than 25 percent and reduced staffing by almost 60 percent. The same is true for the OFR, the FSOC’s data-driven research arm. The Trump administration cut the office’s budget by more than 25 percent and severely reduced staffing. At the end of 2016, the OFR had 214 employees and plans to expand staff levels to 255. At the end of September 2020, the OFR had only 107 staffers.

When pressed on these staffing and budget cuts before Congress, Secretary Mnuchin said, “Again, we are just trying to save taxpayer dollars.” This justification was downright misleading and factually incorrect. The budget and staffing cuts did not save the public any money, as both the FSOC and the OFR are funded through fees levied on systemically important financial institutions and not through the congressional appropriations process. Effectively, the Trump administration hollowed out systemic-risk oversight to provide tens of millions of dollars to Wall Street. Weakening the oversight and regulation of the financial system in order to cut a check to large financial firms is a recipe for disaster. Restoring FSOC and OFR budget and staffing levels is essential. As outlined in this report, the agencies have a lot of work to do to promote a more stable financial system. The FSOC and OFR cannot meet these challenges without first rebuilding their institutional capacities.

As quickly as possible, current Treasury Secretary Janet Yellen should work with the voting members of the FSOC and the OFR director to raise the budget and staffing levels to those in place at the end of the Obama administration. The FSOC’s fiscal year 2021 budget was approved on September 25, 2020. Ideally, the FSOC would not wait to increase its budget and staffing levels until the FY 2022 budget is set forth in September 2021. The FSOC’s priorities are pressing, and its current resources are insufficient. There are certain procedural hurdles, though, that may prevent the FSOC from moving in a timely manner on this priority. The FSOC should at least use its full budget allocated for FY 2021 to increase staffing to the greatest extent possible. During Secretary Mnuchin’s tenure, the FSOC budget annually called for a slight increase in staff. Those increases never occurred. In FYs 2018, 2019, and 2020, the budget called for the 14-person staff (formerly 36 under the Obama administration) to increase to 18. Each year, however, it remained at 14—with the exception of 2020, when it jumped to 15. The FY 2021 budget would allow for an increase to 21 staff, which would be a start toward rebuilding the office. In addition, the council could lean on detailees from member agencies to plug any gaps in advance of the next budget cycle.

In advance of the FY 2022 budget proposal, Secretary Yellen should conduct a thorough review of the FSOC’s internal capacity and consider additional budget and staffing increases over and above the levels that were in place at the end of the Obama administration. The director of the OFR, in consultation with Secretary Yellen, should also increase the OFR’s budget and staffing levels as soon as practicable, given the process hurdles mentioned above. Similar to the FSOC’s staffing situation under the Trump administration, the OFR’s staffing count repeatedly fell significantly below the already-reduced amount set in the annual budgets. Short of restoring the budget to Obama-era levels prior to FY 2022, the director should at least increase staffing from the current 107 to the 145 under the FY 2021 budget. To fulfill these goals, current OFR Director Dino Falaschetti should be replaced with an appointee committed to rebuilding the institution. A Trump appointee, Falaschetti oversaw the erosion and muzzling of the OFR. The fact that his tenure saw the OFR’s public research grind to a halt, and the agency’s institutional capacity crumble, was not a surprise. In his previous role as chief economist of the U.S. House Committee on Financial Services under Chairman Jeb Hensarling (R-TX), he fought to repeal the OFR.

Repeal the 2019 SIFI designation guidance

One of the FSOC’s most powerful statutory tools is its authority to designate nonbank financial companies as systemically important financial institutions (SIFI). Once designated as a SIFI, a company is subjected to enhanced prudential regulation and supervision by the Federal Reserve Board. The 2007-2008 financial crisis showed that financial companies outside the regulated banking sector, such as insurance companies and investment banks, could pose systemic risks to the financial system and imperil the broader economy. The Fed’s ability to apply heightened safeguards to these designated shadow banks—that would otherwise avoid such oversight—limits the chance that they will fail and improves the resilience of the financial system. Although the FSOC has other key tools and can play an important coordinating role, the authority to expand the prudential regulatory perimeter to large, complex, and interconnected shadow banks is arguably the most important tool in its arsenal. The Trump administration cast this authority aside and sought to restrict future administrations’ ability to use it appropriately. The Biden administration should swiftly repeal the hurdles the Trump administration put in place, and the FSOC should once again use this tool to promote a more stable financial system.  

During the Obama administration, the FSOC used this authority to designate four nonbank financial firms as systemically important: American International Group Inc. (AIG), Prudential, MetLife, and GE Capital. When President Trump took office, AIG and Prudential were still designated, while MetLife was in the process of contesting its designation in court. The Obama administration de-designated GE Capital after it effectively broke itself up and fundamentally altered its business model. The Trump FSOC de-designated the two remaining insurers and dropped the appeal in the MetLife case, reducing the number of designated firms to zero, despite significant evidence that these and other firms posed systemic risk.

The Trump FSOC also sought to tie the hands of future administrations looking to use this important authority. In December 2019, the FSOC finalized changes to its designation guidance that placed significant procedural hurdles on the designation process. First, the guidance required the FSOC to evaluate the likelihood that a financial institution would experience material financial distress before designating the firm as a SIFI. Restricting designations to firms that have a high likelihood of experiencing material distress is operationally and substantively flawed, would exacerbate risks, and runs counter to the statutory requirements laid out in Dodd-Frank for the FSOC. There is no metric or methodology that reliably predicts material financial distress years in advance, which is when enhanced safeguards would need to be implemented to prevent the impact and likelihood of that stress. Moreover, if a designation signaled publicly that stress at a firm was likely, it could spark a run at the firm and do more harm than good. In addition, this change was a direct violation of the statutory requirements under Dodd-Frank. The FSOC is required to assume a firm is experiencing material financial distress and evaluate whether such distress could disrupt financial stability. If distress at a firm could inflict serious damage on the financial system, the firm should face heightened financial stability safeguards—regardless of the likelihood of that distress. Even a Trump-appointed regulator acknowledged that this change to the guidance likely violated the statute before ultimately deciding to vote for it.

Second, the updated guidance put in place a rigid cost-benefit requirement. That type of requirement was intentionally left out of the designation process in Dodd-Frank. As members of Congress who drafted and passed Dodd-Frank noted, “Requiring FSOC to factor into its analysis the possible costs of the regulation on the entity itself would hamstring FSOC’s ability to ensure that there could be adequate Fed regulation of the very systemically important nonbank entities whose insufficient regulation led to the Great Recession.” Cost-benefit analyses have historically been wielded by conservative regulators, courts, and industry against prudent regulation. It is easy to quantify the private near-term industry costs of regulation and much more difficult to precisely quantify the social benefits of financial regulation—for example, the economic benefits of averting or limiting the chances of a financial crisis—even though the magnitude of the benefits are often substantial. This dynamic tends to skew traditional cost-benefit calculations against regulations that would impose near-term costs on financial institutions but provide significant long-term benefits to the broader economy. It is therefore reasonable to have presumptive standards toward prudent safeguards instead of rigid requirements that force quantification of low-probability and high-cost events. These additional cost-benefit requirements also needlessly increase the vulnerability of designations to legal challenges.

Third, the Trump administration updated the guidance to prioritize activities-based reviews before designations could be initiated. However, the FSOC currently has no authority to directly regulate activities across the financial system, such as the operation of the multitrillion-dollar repo market. It only has the power, through Section 120 of the Dodd-Frank Act, to make recommendations to a primary regulator, assuming that there is a regulator with authority over the activity in question. Moreover, under the final guidance, it could take more than six years for the council to take the steps outlined in the activities-based approach before proceeding to and finalizing a designation. The effect is to delay the use of existing FSOC authority under the pretext of focusing on problems over which the FSOC has virtually no authority.

Identifying systemically risky activities is an important function, but it is not a substitute for designations and should not always take precedence over designations. Focusing solely on activities does not fully capture the risks posed by an entity’s size, funding profile, interconnections, complexity, and mix of activities. Under the updated guidance, not a single company has even been considered under stage one or stage two review of the designation process.

It is important for the FSOC to undo this harmful guidance and once again pursue designations where appropriate. While the designation authority is not the best solution to every financial stability problem facing the FSOC, the council would be unable to fulfill its critical mission without using it. Given the lessons learned through the 2007-2008 financial crisis—and the bailouts, regulatory forbearance, and other extraordinary government interventions required to keep the shadow banking sector on life support just last March—it strains credulity that there is not a single nonbank financial company that warrants heightened oversight. Industry opposition to designations is fierce, as financial firms do not want to internalize the costs that their systemic footprint places on the financial system and the rest of the economy. The incoming FSOC must fight through the industry backlash in pursuit of its statutory mandate: to mitigate risks to financial stability. Workers, communities, and the economy will be better off for it.

Coordinate efforts to mitigate climate-related risks to the financial system

The FSOC has a central role to play in evaluating, monitoring, and mitigating climate-related risks to the financial system. Climate change is an existential threat to the planet and has implications for almost every sector of the economy, including the financial system. The physical effects of climate change, including extreme weather events and long-term environmental shifts, could significantly impair the value of an array of real and financial assets. The increase in frequency and severity of wildfires, floods, hurricanes, droughts, and other weather events will decrease the value of physical property, disrupt supply chains, compress corporate profits, drive up insurance claims and reduce the availability of insurance, and generally limit the ability of affected borrowers to repay debt. Climate-driven environmental shifts, such as rising sea-levels, will compound these impacts. Ultimately, these economic consequences could trigger losses for financial institutions and investors exposed to related equity, debt, derivative, real estate, and commodity assets as physical shocks materialize or as investor sentiment anticipates such shocks and assets reprice accordingly.

In addition, the financial system is exposed to risks associated with the inevitable transition to a low-carbon economy—a transition that is, in many ways, already underway. If policymakers take legal and regulatory actions to stabilize global temperatures, the value of hydrocarbon reserves will be severely diminished. The value of these assets would be stranded and written down on the balance sheets of fossil fuel companies. These write-downs could materially erode the companies’ financial condition and increase the credit and market risk of their financial obligations. If ailing fossil fuel companies are unable to meet their financial obligations, there would be a negative repricing of debt, equity, and derivatives instruments tied to the sector. As a result, banks, insurance companies, and other investors exposed to these assets could face significant losses. It is important to note that there is some transition risk variance within the fossil fuel sector itself. For example, thermal coal companies face more immediate and acute transition-related risks relative to other energy companies that derive revenues from different fossil fuels, and exposures tied to an expansion of fossil fuel activities face more transition risk than exposures tied to existing fossil fuel reserves and infrastructure. Overall, however, financial instruments tied to this sector face the most severe transition-related risks across the economy, given that fossil fuels are the ultimate source of the bulk of greenhouse gas emissions.

Financial instruments tied to other carbon-intensive sectors could face losses as well—including transportation, agriculture, and chemical and industrial material production—although those effects are more nuanced and more difficult to model. The financial system’s failure to adapt to and mitigate these transition risks could lead to what former Bank of England Governor Mark Carney has referred to as a “climate ‘Minsky moment.’” The bursting of the carbon bubble could send shockwaves throughout the financial system as financial firms abruptly price in transition effects and sell off carbon-intensive assets in fire sales. Technological advancements and market sentiment could also spur these effects in advance of any policy action. The most extreme negative financial sector outcomes would occur under a delayed, then rapid and disorderly transition. The longer policymakers wait to decarbonize the economy, the more likely this type of disorderly transition becomes.

As Federal Reserve Board Governor Lael Brainard has noted, “Climate change could pose important risks to financial stability. That is true for both physical and transition risks.” Climate change is a systemic threat due to the potential magnitude of the physical and transition-related risks it poses, as well as the wide array of financial institutions and markets exposed to these risks and the speed with which these possibly correlated risks could materialize. Climate-related shocks could impair the normal functioning of the financial system and inflict damage on the broader economy. A physical or transition shock could cause severe losses at a SIFI or correlated losses across a string of financial institutions, leading to fire sales of impaired assets, creditor runs from distressed institutions, and second-order counterparty losses and contagion at institutions that may not have been directly exposed to the initial shock. These first- and second-order effects could create vicious feedback loops, undermine confidence in the financial system, and ultimately trigger a credit contraction and a broad increase in the cost of financial intermediation. Commissioner of the U.S. Securities and Exchange Commission (SEC) Allison Herren Lee has cautioned that climate-driven financial stability disruptions “can also spread in ways that are less predictable because climate risk is unique in terms of its scope, breadth, and complexity.” In a particularly troubling financial stability scenario, a physical shock could trigger a near-simultaneous transition shock. After delaying robust and orderly decarbonization, a brutal string of natural disasters could spur policymakers to take aggressive and disorderly steps to stabilize global temperatures. In short, climate-related shocks could be immediately amplified by and transmitted throughout the financial system, disrupting the normal functioning of the system and leading to spillover effects on the real economy.

Climate-related risks have implications for every part of the financial system and, in turn, every financial regulator. As Federal Deposit Insurance Corporation (FDIC) Board Member Martin Gruenberg, a former voting member of the FSOC, recently argued:

Going forward, all of the federal financial regulatory agencies—the banking agencies and the market regulators—will have to engage proactively with the financial risks of climate change. We must act individually, collaboratively—including with our state counterparts, and on a government-wide basis through the FSOC.

This is the type of cross-cutting risk that the FSOC was designed to address. The FSOC can use its research and coordinating functions to drive better climate-related risk analysis, monitoring tools, and risk-mitigating policies at primary regulators. When necessary, it can also use its powerful statutory tools to directly address certain climate-related risks and push primary regulators to act.

As a start, the FSOC should embed a focus on climate change and climate-related capabilities into its operating structure. Chartering a Climate Risk Committee to handle the portfolio of ongoing climate-related work would be a good initial step toward this end. Relatedly, the FSOC should work with the director of the OFR to establish a Division of Climate Risk Analysis. The OFR should spearhead the FSOC’s data collection, analysis, and research priorities on climate-related financial risks, working with member agencies on their needs. Secretary Yellen has already committed to establishing a climate hub in the Treasury Department that would be led by a senior department official. These recommendations would complement that important commitment.

FSOC member agencies should then make it an early priority to coordinate on the development of agency-specific commitments to integrate climate-related risks into their respective core functions. These clear and actionable goals could be developed after consultation with the public through an agency request for information and announced in advance of the U.N. Climate Change Conference (COP26) in November 2021, which features a robust private finance agenda.

Over the long term, the FSOC should use its statutory authorities to address any identified gaps with respect to climate-related financial risks. The FSOC’s Section 120 authority to issue nonbinding recommendations to primary regulators could help pressure regulators to act where they have the existing authority to do so. Primary regulators have substantial authority to use disclosure requirements, stress testing, capital frameworks, supervision, fiduciary obligations, and more to mitigate climate-related risks and align the financial system with the low-carbon transition. These tools have the power to improve the resilience of the financial system to climate-related shocks and to facilitate the decarbonization of the economy. The FSOC should stand ready to push unwilling regulators to act, or go further, when necessary.

Furthermore, the FSOC should integrate climate-related risk as a factor into its designation guidance. There are currently two statutory standards under which a nonbank financial company can be designated as systemically important. If a firm’s material financial distress could destabilize the financial system, it can be designated under the first standard. That standard is agnostic to the cause of the material distress, so there is not an obvious climate-related intersection. Under the second standard, designation can occur if “the nature, scope, size, scale, concentration, interconnectedness, or mix of the activities” of the nonbank financial company could threaten financial stability. Under this standard, therefore, the FSOC could evaluate a firm’s contribution to climate-related financial risks through its carbon-financing activities. Financing high-emission activities intensifies climate change and increases physical and transition risk-related losses for financial institutions and the economy in the future, exacerbating systemic risk. It is unlikely that the FSOC would designate any firm solely based on climate-related risk considerations, but the council could reasonably add these considerations to the calculus under the second standard.

Separately, the Federal Reserve should apply robust climate-related prudential regulation to nonbank financial companies that are designated as systemically important under either standard, regardless of whether climate considerations are factored into the decision to designate them. Depending on the former primary regulator of the designated company, it may or may not have faced climate-related financial regulation previously. As the new primary prudential regulator, the Fed is responsible for bolstering the resilience of designated nonbank financial companies, and it is important that these systemic firms can weather climate-related shocks, among other risks.

It is also critical that the FSOC approach this issue through an equity lens. The mitigation of climate risks is an important economic and environmental justice issue. Communities of color have been disproportionately harmed by both the climate crisis and financial crises. Agricultural communities have been and are likely to be severely affected as well, and many of them are also communities of color that have suffered repeated injustices. A climate-driven financial crisis would be catastrophic for many of these communities. As previously mentioned, Dodd-Frank specifically charges the FSOC with evaluating the potential risks that systemic entities and activities pose to the provision of financial services in these communities.

Climate-related financial risks could destabilize the financial system, unless financial regulators across the board act to mitigate these risks. The FSOC is well positioned to lead and coordinate this effort, and it should be a key priority. As Sheila Bair, former chair of the FDIC and a former FSOC voting member, recently stated:

It is naive to think that somehow the financial system will remain immune to the inevitable economic losses that will ensue if there are no forceful efforts to identify and prevent them. With climate change, the worst is yet to come. The time to act is now.

Address the long-standing shadow banking fragilities resurfaced by COVID-19

Major segments of the nonbank financial system were destabilized in March 2020, as the economic implications of the COVID-19 pandemic reverberated throughout financial markets worldwide. The significant stress in this part of the financial system required extraordinary levels of liquidity support from the Federal Reserve and forbearance from financial regulators to avoid a financial crisis. Many of the intermediaries and markets that required a public rescue had long-standing fragilities that were well known to policymakers. They include shadow banking participants such as money market mutual funds (MMMFs), mortgage real estate investment trusts, hedge funds, and other actors that rely on short-term funds to finance longer-term assets without the prudential regulation that such operations merit.

In some cases, these same fragilities helped fuel the 2008 financial crisis following the subprime mortgage market shock. Both 2008 and March 2020 saw elements of a run on shadow banks. The FSOC should play a leading role in designing and implementing policies that would improve the resilience of the shadow banking sector. If this fragility is left unaddressed, policymakers will again be forced to bail out the shadow banking system in the face of a devastating financial crisis. Shadow banks and their investors will continue to benefit from higher returns in positive economic times, while the public foots the bill in times of stress. Even the Fed’s Vice Chair for Supervision Randal Quarles—a Trump appointee who has advanced a robust deregulatory agenda over the past several years—stated a few months after the Fed’s pandemic-related interventions that “[w]hile extraordinary central bank interventions calmed capital markets … such measures should not be required.”

As the severity of the pandemic and its potential impact on the global economy became clear in late February and early March, financial markets started to price in this reality. At first, equity prices declined sharply, and corporate credit spreads for higher-yield bonds started to tick up. Yields on safe assets such as Treasurys and certain highly rated corporate debt declined as investors de-risked. In mid-March, however, this typical de-risking turned into what the Financial Stability Board (FSB) has dubbed a “dash for cash.” Investors began to broadly sell off financial instruments, including safe assets, to increase their cash holdings. This de-risking and dash for cash placed severe strains on portions of the nonbank financial system, which in turn amplified this stress and necessitated government assistance to prevent a severe financial crisis.

MMMFs played a key role in transmitting stress throughout the shadow banking system during this period. These open-end funds engage in maturity and liquidity transformation by offering immediate redemptions to investors while investing in less liquid assets such as reverse repurchase agreements and commercial paper, which are forms of secured and unsecured lending for businesses and financial companies. In March 2020, investors redeemed shares in MMMFs invested in commercial paper, reverse repo, and municipal debt because they wanted cash or exposure to less-risky government MMMFs. The run on these MMMFs required the funds to start selling off illiquid assets at fire-sale prices to meet the redemptions. These outflows created feedback loops as others pulled funds when MMMF asset values continued to decline and for fear of the imposition of redemption gates and fees. In turn, there was a substantially reduced supply of liquidity to repo and commercial paper markets as MMMFs pulled out—exacerbating stress in those short-term funding markets.

Investors in open-end taxable bond funds similarly increased redemptions, causing funds to sell off assets to meet redemptions. These fund outflows likely contributed to stress in both the Treasury market—the first assets sold to raise cash to meet redemptions—and corporate debt markets. Fixed-income exchange-traded fund (ETF) share prices, which are actively traded on exchanges, also deteriorated significantly. The sell-off in shares did lead to selling in the underlying bonds even though the sellers of ETF shares were not directly redeeming shares with the fund (as is the case for open-end funds). In fact, fixed-income ETF outflows were “similar or larger during the stress” compared with open-end funds relative to assets under management, according to the FSB’s holistic review.

As mentioned above, the Treasury market—the most liquid and reliable market in the world—suffered bouts of instability during this stress. Part of the broad selling pressure in Treasury securities came from highly leveraged hedge funds. In recent years, relative value arbitrage funds have commonly engaged in a trading strategy known as a basis trade, taking advantage of a historical difference in pricing between Treasurys and Treasury futures. A typical transaction consists of hedge funds selling Treasury futures (taking a short position), while purchasing Treasuries in the cash market. The cash Treasurys are financed using a significant level of borrowed funds in the repo market to turn razor-thin trading margins into sizable profits. As of February 2020, hedge funds’ gross notional exposure to Treasurys was $2.3 trillion—a $1 trillion increase from two years prior. The cash Treasurys holdings were funded by $1.5 trillion in repo borrowing. The dash for cash in early March 2020 disrupted the historical relationship between Treasurys and Treasury futures that hedge funds were seeking to arbitrage. As their trades went south, hedge funds faced increased repo haircuts (demands for more collateral), difficulty rolling over repos, and margin calls. These funding difficulties caused them to unwind their trades in a disorderly fashion, decreasing their Treasury exposures by $400 billion during March. Financial intermediaries and end investors could not absorb the broad selling pressures from hedge funds, foreign holders of Treasurys, and other asset managers in an orderly fashion, driving major volatility.

Nonbank mortgage companies also experienced severe distress due to the COVID-19 shock. Mortgage forbearance programs allowed households to halt monthly mortgage payments. Yet nonbank mortgage companies, which constitute a significant portion of the mortgage servicing market, were still contractually required to make several months of payments to investors in certain mortgage-backed securities that held these mortgages. Nonbank mortgage servicers have limited liquidity resources and are not prudentially regulated at the federal level. The need to continue to make payments to mortgage-backed securities (MBS) investors while payments were not being collected from homeowners put a severe strain on these companies. Moreover, the value of their mortgage servicing rights was at risk and threatened their limited capital resources. Mortgage real estate investment trusts (mREITS) also contributed to stress in the MBS market. These firms employ significant leverage and rely heavily on short-term funding, particularly repo markets. In February and early March of last year, they faced margin calls and funding pressures, leading to forced deleveraging. As the FSOC’s 2020 annual report noted, “The substantial forced selling and rapid deleveraging intensified stresses in the agency RMBS market and contributed to a further widening of spreads, creating a feedback loop between spread widening and forced deleveraging of mREITs’ portfolios.”

In late March, the shadow banking sector was teetering. Runs, fire sales, and failures in the nonbank financial sector would have led to severe contraction in credit and financial intermediation for businesses and households. The crisis would have eventually spread to banks and insurance companies, which are significantly intertwined with the shadow banking system, causing a full-blown financial crisis. To prevent the looming economic damage, the Federal Reserve stepped in to prop up the shadow banking sector and corporate debt markets more broadly. The Fed effectively backed the repo market by offering $1.5 trillion in repo funding capacity in March and announcing that it stood ready to support the market as needed. The Fed also significantly increased its purchases of Treasurys and agency MBS to stabilize the market and relieve the dislocations sparked by the broad selling pressures. In addition, the Fed used its authority under Section 13(3) of the Federal Reserve Act, in coordination with the Treasury Department, to establish a range of emergency lending facilities for financial and nonfinancial actors, including facilities for the commercial paper market, MMMFs, and corporate credit markets. Moreover, regulators issued a series of interim final rules to provide regulatory forbearance to financial institutions during the stress in the financial system. Notably, the Federal Housing Finance Agency placed a four-month cap on payments that nonbank mortgage servicers must advance to MBS holders for loans in forbearance—loans on which payments are not currently being made. The shadow banking system, along with banks and insurance companies, also indirectly benefited significantly from Congress’ large-scale fiscal support, and the finances of nonbank mortgage companies were aided by an unprecedented increase in refinancing activity.

The need to effectively backstop and bail out large segments of the financial system every 12 years is not tenable. In positive economic times, shadow banks and their investors pocket the higher profits that flow from a reliance on cheaper—and highly fragile—short-term funding. During periods of stress, the public picks up the tab. The current system fuels moral hazard, causes inflated asset prices and a misallocation of capital, and amplifies shocks that threaten the broader financial system and real economy. Policymakers should not continue to subsidize these vulnerable structures; instead, they should require these entities to internalize the systemic costs they are placing on the financial system.

Most of these issues stem from the fundamental vulnerabilities created by liquidity transformation and leverage outside the regulated banking sector. These shadow banking institutions and markets do not have explicit access to standing Fed liquidity support or deposit insurance and do not face prudential safeguards. Many of these vulnerabilities played out during the 2008 financial crisis or had been identified in the years since: MMMFs, repo, and commercial paper markets, for example, were core vulnerabilities that exacerbated the 2008 financial crisis. Policymakers and academics have warned about capital and liquidity issues at nonbank mortgage companies for years. The FSOC’s 2014­–2016 asset management inquiry warned about liquidity transformation at open-end mutual funds, particularly fixed-income (bond) funds. The FSOC’s 2016 hedge fund working group—later disbanded by the Trump administration—presciently warned about increasing leverage among large macro and relative-value hedge funds. The fragilities exposed by the COVID-19 shock should not come as a surprise. Efforts to improve the resilience of this portion of the financial system, including the SEC’s 2014 MMMF reforms and regulators’ narrow repo market reforms, have clearly fallen short and warrant the FSOC’s careful attention going forward.

The FSOC should conduct a thorough review of the COVID-19-related turmoil and issue recommendations to improve the resiliency of the shadow banking sector, including recommendations for primary regulators and Congress, as well as council-specific action. Policies that should be considered in the FSOC review include structural reforms for MMMFs; redemption delays for illiquid open-end mutual funds and tools to reduce first-mover advantage; central clearing and minimum haircut requirements for wholesale funding markets; central clearing and all-to-all trading in Treasury markets; SIFI designations to expand the prudential regulatory perimeter for certain large and complex shadow banks; expanded regulatory authority over systemically risky activities; and statutory changes that directly target liquidity transformation outside the banking system.

Moreover, the FSOC should continue to monitor events in the nonbank financial system and expand this review as appropriate. For example, the recent volatility among certain stocks raises questions about the resiliency of broker-dealers, the gamification of retail trading, and the role of social media during periods of volatility, as well as hedge fund-related trading activities, the current T+2 settlement cycle, and more. As some of these questions may have implications for financial stability, the FSOC should evaluate them accordingly.

Develop and execute a comprehensive financial data strategy with the OFR

Regulators need access to granular data on financial institutions’ balance sheets, financial contracts, service providers, and counterparties in order to appropriately identify, evaluate, and mitigate threats to financial stability. One of the many financial stability-related issues highlighted by the 2008 financial crisis was the opacity and lack of regulatory understanding regarding certain financial products, activities, and interconnections in some corners of the financial system. For example, regulators did not have data on the market for over-the-counter derivatives, which allowed significant levels of leverage and interconnectedness to build up outside of regulators’ view. The OFR was created in the wake of the crisis as the FSOC’s data-driven research arm to improve regulators’—and the public’s—understanding of financial sector risks. It was designed as an early warning system for future financial shocks and vulnerabilities. Sen. Jack Reed (D-RI), the sponsor of the Dodd-Frank provision that established the OFR, emphasized the role of the agency in his floor speech introducing the bill: “[A]ny new regulatory structure will be ineffective unless we also equip it with a strong, independent, and well-funded data, research, and analytic capacity to fulfill its mission.” Regulators could not be expected to successfully improve the resiliency of the financial system, or improve market discipline, without the data and transparency necessary to spot risks and design policy interventions. Accordingly, the OFR has a mandate to collect and standardize financial data, facilitate data-sharing across agencies, perform research, develop risk measuring and monitoring tools, and support the overall financial stability mission of the FSOC.

Dodd-Frank gave the OFR the authority to collect and standardize financial data as appropriate in order to execute its mission. Importantly, the agency has the authority to issue subpoenas to financial institutions to compel the production of data if the institution does not voluntarily provide it and if its primary regulator does not already collect the data. These tools are powerful and provide the OFR all the firepower it needs to close any and all financial regulatory data gaps. Yet while the agency has made some progress over its first 10 years, it has a long way to go to fulfill the vision laid out during the drafting of Dodd-Frank.

The FSOC, in coordination with member agencies, should work with the OFR director to develop a comprehensive financial data strategy. This strategy should identify clear data gaps and outline an actionable plan to close such gaps in a timely manner. There are several areas where regulators, including the OFR, have identified data gaps, but they have so far failed to address them sufficiently. Three areas that should be at the top of the list include:

  1. Repurchase agreements and securities lending: Short-term wholesale funding markets played a significant role in the 2008 crisis. Banks and nonbank financial companies alike relied heavily on the repo market for funding, leaving them vulnerable to runs and damaging fire sales when creditors pulled those short-term loans. Similarly, securities lending caused fire sales and severe losses at firms, including at AIG. Borrowers questioning the viability of lenders returned securities and demanded their cash collateral, which had often been reinvested in speculative securities. Regulators had very little data on these markets in the run-up to the 2008 crisis. As discussed earlier, repo markets again displayed fragility in March 2020.

    The OFR identified these markets as clear data gaps that should be addressed in 2012. After two pilot programs, an FSOC annual report recommendation to collect this data, and an official data collection rule-making, regulators are still in the dark with respect to a significant segment of the repo market and the securities lending market.

  2. Structured financial products: The most complex segments of the financial system tend to be the opaquest and where risk is likely to build up in the shadows. The OFR should carefully analyze the available data on derivatives, securitized products, and other complex financial instruments to identify and rectify any gaps. The focus on leveraged lending and collateralized loan obligations over the past several years provides a useful example. The increase in the size of this market in the late 2010s raised significant questions regarding regulatory data on the structure, terms, and ultimate bearers of the risk of these products. The OFR should also examine whether the data already collected on derivatives markets, including through swap data repositories, are sufficient in scope, granularity, and standardization.
  3. Private funds: After several years of growing leverage concentrated at the largest hedge funds, the FSOC Hedge Fund Working Group made five data-related recommendations in 2016 that would help policymakers better evaluate the financial stability risks posed by highly leveraged funds. The recommendations included improved swap data standardization, more granular data on hedge fund exposures, more information on hedge funds’ funding risks, closing the previously mentioned uncleared bilateral repo data gap, and more data on hedge fund margin and unencumbered cash available to meet potential margin calls. In addition, the OFR should evaluate data collected on private equity fund activities. Private equity firms tend to use minimal leverage and derivatives at the fund level and do not typically rely on unstable sources of funding. But their activities create significant leverage for the financial and nonfinancial firms they control and build credit risk throughout the financial system. The potential risks created by these activities are worthy of closer examination.

In addition to these preexisting areas of concern, the financial data strategy should be forward-looking and identify emerging data gaps such as:

  • Climate risk: Climate change poses serious risks to the stability of the financial system. While data and research have improved on climate-related financial risks, more needs to be done to map the financial system’s exposure to various physical and transition-related risks. It is clear that regulators will need much better data on climate-related risks for institutions and markets under their jurisdiction. The OFR can help coordinate these efforts across regulators and address any financial stability-related gaps as appropriate. Moreover, the OFR could facilitate financial regulators’ access to government datasets and analysis at other nonfinancial agencies such as the Environmental Protection Agency and the National Oceanic and Atmospheric Administration.
  • Fintech: The emergence of new technologies in the financial system and the development of novel financial products, processes, and entities create both opportunities and risks. The OFR should examine whether regulators need more granular data on a range of fintech-related issues, including cloud service provider interconnections, correlated exposures created by common algorithms utilized or offered by fintech companies, vulnerabilities in digital asset markets (such as Bitcoin and stable coins), and more. In addition to collecting data, the OFR must increase its own capabilities to understand, evaluate, and react to these technological developments.

The financial data strategy should be reviewed regularly by the OFR director, FSOC chair, and member agencies to ensure that it is being executed in a timely manner and is responsive to the changing needs of financial regulators. It is important to note that the OFR director must be willing to use the agency’s subpoena authority to execute the financial data strategy when necessary. Noncooperation from financial institutions is not an acceptable excuse for leaving regulators in the dark about the information necessary to effectively promote the stability of the financial system. Developing and executing a comprehensive financial data strategy is a necessary, but insufficient, step for the OFR to take in order to live up to its statutory mission. The agency must couple data collection, standardization, and sharing across regulators with robust and intentional research. The OFR must work with the FSOC and member agencies to analyze financial data and perform research with an eye toward developing and refining risk monitoring tools, as well as directly informing the design of policies to reduce identified vulnerabilities.

Conclusion

The creation of the Financial Stability Oversight Council was one of the most important elements of the U.S. response to the 2008 financial crisis. Before the crisis, no regulator was responsible for looking at risks as they built up across the financial system. Risks that emerged in the cracks of the financial regulatory architecture amplified the crisis and inflicted severe harm on businesses and households throughout the economy. The Obama administration stood up the FSOC and began its important work to mitigate the chances and severity of another financial crisis. The administration understood that vigilance was key and that a lack of sufficient systemic risk oversight could be extremely costly. The Trump administration, however, worked tirelessly to undo this vital progress. The FSOC’s and OFR’s budgets and staffing were slashed; large and complex nonbank financial companies were deregulated; the OFR was muzzled; and the council’s critical tools were shelved. This backsliding left the economy overly exposed to old and new financial sector risks alike. Beginning in March 2020, the COVID-19 shock again demonstrated core vulnerabilities in the shadow banking sector and reemphasized the FSOC’s important role in ensuring that the U.S. financial system is resilient to shocks.

A properly functioning FSOC and OFR are more important now than ever. Secretary Yellen and President Biden’s financial regulatory appointees have a tall task ahead of them. The council must address both preexisting financial stability risks and new emerging threats. From short-term funding markets and nonbank mortgage companies to climate change and hedge funds, the challenges are wide-ranging. But it is critical for the FSOC and OFR to meet the moment. This report covers only five such priorities, while indirectly mentioning several others such as potential risks posed by private equity and fintech. There are undoubtedly many other important issues for the FSOC to address, including cybersecurity, the resiliency of central counterparties, the transition away from the London Inter-Bank Offered Rate, the impact of low-interest rates on financial sector risk-taking, and more.

The financial system and broader economy have been battered twice in the past 12 years, and small businesses, workers, and communities—especially communities of color—have suffered the consequences. In order to build an equitable and sustainable economy, the financial system must be resilient and positioned to support long-term growth. A vigorous FSOC that aggressively seeks to achieve its statutory mission can go a long way toward creating such a financial system.

About the author

Gregg Gelzinis is an associate director for Economic Policy at American Progress. Gelzinis’ work focuses primarily on financial institutions, financial markets, and consumer finance policy. His analyses has been quoted in The New York TimesThe Washington PostThe Wall Street Journal, and other publications.

Before joining American Progress in 2016, Gelzinis completed a graduate school fellowship at the U.S. Department of the Treasury in the Office of Financial Institutions. During his undergraduate career, he held internships at Swiss Re, the Federal Home Loan Bank of Atlanta, and in the office of Sen. Jack Reed (D-RI). Gelzinis graduated summa cum laude from Georgetown University, where he received a bachelor’s degree in government and a master’s degree in American government, and was elected to the Phi Beta Kappa Society. He is a Massachusetts native and a die-hard Boston sports fan.

Acknowledgments

For helpful comments, the author would like to thank Marc Jarsulic, Jeremy Kress, Meghan Miller, Andres Vinelli, and Tricia Woodcome. The author is exclusively responsible for the contents of this report.

Endnotes

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Form 8-K/A International Seaways, For: Mar 30 https://iainabrach.org/2021/04/30/form-8-k-a-international-seaways-for-mar-30/ https://iainabrach.org/2021/04/30/form-8-k-a-international-seaways-for-mar-30/#respond Fri, 30 Apr 2021 04:04:39 +0000 https://iainabrach.org/?p=424 News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.   Exhibit 2.1   AGREEMENT AND PLAN OF MERGER   by and among   INTERNATIONAL SEAWAYS, INC.   DISPATCH TRANSACTION SUB, INC.   and   DIAMOND S SHIPPING INC.   dated as of March […]]]>

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.


 

Exhibit 2.1

 

AGREEMENT
AND PLAN OF MERGER

 

by
and among

 

INTERNATIONAL
SEAWAYS, INC.

 

DISPATCH
TRANSACTION SUB, INC.

 

and

 

DIAMOND
S SHIPPING INC.

 

dated
as of March 30, 2021

TABLE
OF
CONTENTS 

 

  Page
   
Article
I. THE MERGER; Certain Governance matters
3
   
Section 1.1   The Merger 3
Section 1.2  Closing 3
Section 1.3  Effective Time 3
Section 1.4  Governing Documents of the Surviving Corporation 4
Section 1.5  Directors and Officers of the Surviving Corporation 4
Section 1.6  Effects of the Merger 4
Section 1.7  Directors and Officers of Seaways 4
   
Article
II. TREATMENT OF SECURITIES
5
   
Section 2.1  Treatment of Capital Stock 5
Section 2.2  Payment for Securities; Surrender of Certificates 6
Section 2.3  Treatment of Diamond Equity Awards 9
Section 2.4  Withholding 11
Section 2.5  Fractional Shares 11
   
Article
III. REPRESENTATIONS AND WARRANTIES OF DIAMOND
11
   
Section 3.1  Qualification, Organization, Subsidiaries, etc. 12
Section 3.2 Capitalization 12
Section 3.3 Corporate
Authority Relative to this Agreement; No Violation
14
Section 3.4  Reports and Financial Statements 16
Section 3.5  Internal Controls and Procedures 17
Section 3.6  No Undisclosed Liabilities 18
Section 3.7 Compliance with Laws; Permits 18
Section 3.8  Environmental Laws and Regulations 19
Section 3.9  Employee Benefit Plans 20
Section 3.10 Absence
of Certain Changes or Events
22
Section 3.11 Investigation;
Litigation
22
Section 3.12 Information Supplied 22
Section 3.13  Tax
Matters
23
Section
3.14 
Labor
Matters
25
Section 3.15  Intellectual
Property
26
Section 3.16  Data
Privacy and Cybersecurity
27
Section 3.17   Real
Property
28
Section 3.18  Maritime
Matters
29
Section 3.19  Opinion
of Financial Advisor
30
Section 3.20  Required Vote; Takeover Statutes 30
Section 3.21  Material Contracts 30
Section 3.22  Insurance 33
Section 3.23 Finders
and Brokers
33
Section 3.24  FCPA and Anti-Corruption 34
Section 3.25  Sanctions 34

TABLE
OF
CONTENTS
(continued)
 

 

  Page
   
Section 3.26  Suppliers 35
Section 3.27  Affiliate Transactions 35
Section 3.28  No Other Representations 35
   
Article
IV. REPRESENTATIONS AND WARRANTIES OF SEAWAYS AND MERGER SUB
35
   
Section 4.1  Qualification, Organization, Subsidiaries, etc. 36
Section 4.2  Share Capital 36
Section 4.3  Corporate Authority Relative to this Agreement; No Violation 38
Section 4.4  Reports and Financial Statements 40
Section 4.5  Internal Controls and Procedures 41
Section 4.6  No Undisclosed Liabilities 42
Section 4.7   Compliance
with Law; Permits
42
Section 4.8   Environmental
Laws and Regulations
43
Section 4.9   Employee Benefit Plans 44
Section 4.10  Absence of Certain Changes or Events 45
Section 4.11  Investigation; Litigation 46
Section 4.12  Information Supplied 46
Section 4.13  Tax
Matters
47
Section 4.14   Labor Matters 49
Section 4.15  Intellectual Property 50
Section 4.16  Data Privacy and Cybersecurity 51
Section 4.17    Real Property 52
Section 4.18    Maritime Matters 53
Section 4.19   Opinion
of Financial Advisor
54
Section 4.20    Required Vote 54
Section 4.21    Material Contracts 54
Section 4.22   Insurance 57
Section 4.23   Finders
and Brokers
57
Section 4.24    FCPA and Anti-Corruption 57
Section 4.25    Sanctions 58
Section 4.26   Stock
Ownership
58
Section 4.27    No Merger Sub Activity 58
Section 4.28   Suppliers 58
Section 4.29    Affiliate Transactions 59
Section 4.30    No Other Representations 59
   
Article
V. COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE CLOSING
59
   
Section 5.1    Conduct of Business by Diamond Pending the Closing 59
Section 5.2    Conduct of Business by Seaways Pending the Closing 65
Section 5.3    Solicitation by Diamond 70
Section 5.4    Solicitation by Seaways 74

TABLE
OF
CONTENTS
(continued)
 

 

  Page
   
Section 5.5    Preparation of the Form S-4, the Proxy Statement/Prospectus;
Diamond Special Meeting and Seaways Special Meeting
77
Section 5.6    No Control of Other Party’s Business 80
   
Article
VI. ADDITIONAL AGREEMENTS
80
   
Section 6.1  Access; Confidentiality; Notice of Certain Events 80
Section 6.2  Reasonable Best Efforts 82
Section 6.3 Publicity 83
Section 6.4  Directors’ and Officers’ Insurance and Indemnification 84
Section 6.5  Takeover Statutes 85
Section 6.6  Obligations of Merger Sub and the Surviving Corporation 86
Section 6.7  Employee Benefits Matters 86
Section 6.8    Rule 16b-3 88
Section 6.9  Transaction Litigation; Notices 88
Section 6.10  Delisting 88
Section 6.11 Director Resignations 89
Section 6.12  Seaways Board Actions 89
Section 6.13  Stock Exchange Listings 89
Section 6.14  Integration Planning 89
Section 6.15  Pre-Merger Dividends 89
Section 6.16   Tax Matters 89
Section 6.17  Maritime Matters 90
Section 6.18  Debt Agreements 91
   
Article
VII. CONDITIONS TO CONSUMMATION OF THE MERGER
91
   
Section 7.1    Conditions to Each Party’s Obligations to Effect
the Merger
91
Section 7.2    Conditions to Obligations of Seaways and Merger Sub 92
Section 7.3    Conditions to Obligations of Diamond 93
   
Article
VIII. TERMINATION
93
   
Section 8.1    Termination 93
Section 8.2    Effect of Termination 95
   
Article
IX. MISCELLANEOUS
98
   
Section 9.1    Amendment and Modification; Waiver 98
Section 9.2    Non-Survival of Representations and Warranties 99
Section 9.3    Expenses 99
Section 9.4    Notices 99
Section 9.5    Certain Definitions 100
Section 9.6    Terms Defined Elsewhere 116
Section 9.7   Interpretation 120
Section 9.8    Counterparts 121

TABLE
OF
CONTENTS
(continued)
 

 

  Page
   
Section 9.9    Entire Agreement; Third-Party Beneficiaries 121
Section 9.10    Severability 122
Section 9.11    Governing Law; Jurisdiction 122
Section 9.12    Waiver of Jury Trial 123
Section 9.13    Assignment 123
Section 9.14    Enforcement; Remedies 123

 

Exhibit
A – Articles of Incorporation of the Surviving Corporation 

Exhibit
B –Form of Articles of Merger

AGREEMENT
AND PLAN OF MERGER

 

This
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 30, 2021, is by and among International Seaways,
Inc., a Republic of the Marshall Islands corporation (“Seaways”), Dispatch Transaction Sub, Inc., a Republic
of the Marshall Islands corporation and wholly owned Subsidiary of Seaways (“Merger Sub”), and Diamond S Shipping
Inc., a Republic of the Marshall Islands corporation (“Diamond”). Seaways, Merger Sub and Diamond are each
sometimes referred to as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS,
the Parties wish to effect a business combination through the merger of Merger Sub with and into Diamond, with Diamond being the
surviving corporation (the “Merger”);

 

WHEREAS,
each outstanding common share, par value $0.001 per share, of Diamond (the “Diamond Common Stock” or “Diamond
Shares
”) issued and outstanding immediately prior to the Effective Time (other than Diamond Shares to be cancelled in
accordance with Section 2.1(b)) will be automatically converted into the right to receive the Merger Consideration upon
the terms and subject to the conditions set forth in this Agreement and in accordance with the Marshall Islands Business Corporations
Act (the “BCA”);

 

WHEREAS,
the board of directors of Diamond (the “Diamond Board of Directors”) has unanimously adopted resolutions (a)
declaring that this Agreement and the consummation of the transactions contemplated hereby (the “Transactions”),
including the Merger, are advisable and fair to, and in the best interests of, Diamond and its shareholders, (b) approving this
Agreement and the Transactions, including the Merger, (c) authorizing the execution of this Agreement, (d) directing that the
“plan of merger” (as such term is described in Section 95 of the BCA) contained herein (the “Plan of Merger”)
be submitted for consideration at the Diamond Special Meeting and (e) recommending that Diamond’s shareholders authorize
the Plan of Merger (the “Diamond Board Recommendation”);

 

WHEREAS,
the board of directors of Seaways (the “Seaways Board of Directors”) has unanimously adopted resolutions (a)
declaring that this Agreement and consummation of the Transactions, including the Merger, are advisable and fair to, and in the
best interests of, Seaways and its shareholders, (b) approving this Agreement and the Transactions, including the Merger, (c)
authorizing the execution of this Agreement, (d) directing that the issuance of the Seaways Shares as Merger Consideration (the
Seaways Share Issuance”) be submitted for consideration at the Seaways Special Meeting and (e) recommending
that Seaways’ shareholders vote to approve the Seaways Share Issuance (the “Seaways Board Recommendation”);

 

WHEREAS,
the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and determined
that this Agreement and the consummation of the Transactions, including the Merger, are advisable and fair to, and in the best
interests of, Merger Sub and its sole shareholder;

WHEREAS,
Seaways, in its capacity as the sole shareholder of Merger Sub, has determined that it is in the best interests of Merger Sub
to enter into this Agreement and has approved and authorized this Agreement and the Transactions, including the Merger, in accordance
with applicable Law and upon the terms and conditions set forth in this Agreement;

 

WHEREAS,
for U.S. federal income Tax purposes, it is the intent of the Parties that (i) the Merger qualifies as a “reorganization”
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), to which each of Seaways,
Merger Sub, and Diamond are parties under Section 368(b) of the Code and (ii) the Merger not result in the recognition of gain
under Section 367(a)(1) of the Code (other than for any shareholder that would be a “five-percent transferee shareholder”
(within the meaning of United States Treasury Regulation Section 1.367(a)-3(c)(5)(ii)) of Seaways following the Merger that does
not enter into a five-year gain recognition agreement in the form provided in United States Regulation Section 1.367(a)-8(c) (a
GRA”)) (clauses (i) and (ii), collectively, the “Intended Tax Treatment”), and that this
Agreement constitutes, and is adopted as, a “plan of reorganization” within the meaning of Treasury Regulation Section
1.368-2(g);

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Seaways’ willingness
to enter into this Agreement, certain shareholders of Diamond (the “Diamond Principal Shareholders”), have
simultaneously herewith entered into a Voting and Support Agreement with Seaways (the “Diamond Voting and Support Agreement”)
in connection with the Merger;

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Diamond’s willingness
to enter into this Agreement, certain shareholders of Seaways (the “Seaways Principal Shareholders”), have
simultaneously herewith entered into a Voting and Support Agreement with Diamond (the “Seaways Voting and Support Agreement”)
in connection with the Merger;

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, Diamond is entering into that certain (i) Termination Agreement
with Capital Ship Management Corp. and (ii) Termination of Director Designation Agreement and Resale and Registration Rights Agreement
with Capital Maritime & Trading Corp., Capital GP L.L.C. and Crude Carriers Investments Corp (collectively, the “Capital
Termination Agreements
”), pursuant to which, among other things, the Capital Shareholder Arrangements shall be terminated
in accordance with the terms of the relevant Capital Termination Agreement;

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, Diamond is entering into that certain Termination of Director
Designation Agreement with WL Ross & Co., LLC and certain of its Affiliates (the “WL Ross Termination Agreement
and collectively with the Capital Termination Agreements, the “Termination Agreements”), pursuant to which,
among other things, the WL Ross Shareholder Arrangement shall be terminated at the Effective Time (as herein defined) in accordance
with the terms of the WL Ross Termination Agreement;

WHEREAS,
on or before the date hereof, Diamond and each of its applicable Subsidiaries has entered (a) into the Debt Consents (as herein
defined), which Debt Consents include consents and waivers from the Required Lenders (as herein defined) under the Existing Debt
Agreements (as herein defined) and (b) the Debt Amendment Letters (as defined herein), which Debt Amendment Letters set forth
certain terms of the A&R Debt Agreements; and

 

WHEREAS,
the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also
prescribe various conditions to the Merger.

 

NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:

 

AGREEMENT

 

Article
I.

THE MERGER; Certain Governance matters

 

Section
1.1     
The Merger.
Upon the terms and subject to the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in this
Agreement, and in accordance with the BCA, at the Effective Time, Merger Sub shall be merged with and into Diamond, whereupon
the separate existence of Merger Sub will cease, with Diamond continuing as the surviving corporation (Diamond, as the surviving
corporation in the Merger, sometimes being referred to herein as the “Surviving Corporation”), such that immediately
following the Merger, the Surviving Corporation will be a wholly owned Subsidiary of Seaways. The Merger shall have the effects
provided in this Agreement and as specified in the BCA.

 

Section
1.2    Closing. The closing of the Merger (the “Closing”) will take place by conference
call and by exchange of signature pages by email or other electronic transmission (a) on the third (3rd) business day
after the satisfaction or, to the extent permitted by Law, waiver of the conditions set forth in Article VII (other than
any such conditions that by their nature are to be satisfied at the Closing) subject to the satisfaction or, to the extent permitted
by Law, waiver of all of the conditions set forth in Article VII at the Closing, or (b) at such other date as may be agreed
to in writing by Diamond and Seaways. The date on which the Closing actually takes place is referred to as the “Closing
Date
”.

 

Section
1.3    Effective Time. As promptly as practicable on the Closing Date, the Parties shall cause articles
of merger with respect to the Merger (the “Articles of Merger”) to be duly executed and filed with Registrar
or Deputy Registrar of Corporations of the Republic of the Marshall Islands as provided under the BCA and make any other filings,
recordings or publications required to be made by Diamond or Merger Sub under the BCA in connection with the Merger. The Merger
shall become effective at such time as the Articles of Merger is duly filed with the Registrar or Deputy Registrar of Corporations
of the Republic of the Marshall Islands or on such later date and time as shall be agreed to by Diamond and Seaways and specified
in the Articles of Merger in accordance with the BCA (the date and time at which the Merger becomes effective being hereinafter
referred to as the “Effective Time”).

Section
1.4    Governing Documents of the Surviving Corporation. At the Effective Time, (a) the Diamond Certificate
shall, by virtue of the Merger, be amended and restated so as to read in its entirety in the form attached hereto as Exhibit
A
and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation until thereafter changed
or amended as provided therein or by applicable Law, but subject to Section 6.4 and (b) the Diamond Bylaws shall be amended
and restated to conform to the by-laws of Merger Sub, as in effect immediately prior to the Effective Time (except that all references
therein to Merger Sub’s name shall be replaced by references to “Diamond”), and as such shall be the by-laws
of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law, but subject to Section
6.4
.

 

Section
1.5    Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately
prior to the Effective Time shall be the directors of the Surviving Corporation to hold office in accordance with the by-laws
of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected
and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation
to hold office in accordance with the by-laws of the Surviving Corporation until the earlier of their resignation or removal or
until their respective successors are duly elected and qualified.

 

Section
1.6    
Effects of the
Merger
. The Merger shall have the effects set forth in this Agreement, the Articles of Merger and in the relevant provisions
of the BCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the rights, privileges,
immunities, powers, purposes, property and assets of each of Merger Sub and Diamond shall vest in the Surviving Corporation, and
all liabilities, obligations and penalties of each of Merger Sub and Diamond shall be assumed by the Surviving Corporation.

 

Section
1.7    Directors and Officers of Seaways. The initial Board of Directors of Seaways at and following
the Effective Time (the “Seaways Board of Directors”) shall consist of ten (10) directors. Prior to the Effective
Time, Seaways and Diamond shall each designate in writing directors from the persons who currently serve as directors of Seaways
and Diamond, respectively, such that at the Effective Time, (a) the Seaways Board of Directors shall be comprised of (i) an initial
Chairman, designated by Seaways, (ii) six (6) additional directors, designated by Seaways that are reasonably acceptable to Diamond
and (iii) three (3) additional directors, designated by Diamond that are reasonably acceptable to Seaways and (b) to the extent
permitted by applicable Law and the rules and regulations of the SEC and NYSE, each committee of the Seaways Board of Directors
following the Effective Time shall initially include one of the directors designated by Diamond who qualify as “independent”
under the rules and regulations of the SEC and NYSE; provided, that, prior to the Effective Time, in the event that any
person designated to serve on the Seaways Board of Directors after the Effective Time is unable or unwilling as a result of illness,
death, resignation, applicable Law or any other reason, the Party which designated such person shall designate another person
to serve in such person’s place. The parties agree that each of the members of the Seaways Board of Directors after the
Effective Time, other than the individuals set forth in Section 1.7 of the Diamond Disclosure Letter and the individuals set forth
in Section 1.7 of the Seaways Disclosure Letter, must qualify as an independent director under the listing standards of the NYSE
and the applicable rules of the SEC.

Article
II.

TREATMENT OF SECURITIES

 

Section
2.1     Treatment of Capital Stock.

 

(a)       Treatment
of Diamond Common Stock
. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties
or holders of any securities of Diamond or of Merger Sub, subject to Section 2.1(d) and Section 2.5, each Diamond
Share issued and outstanding immediately prior to the Effective Time (but excluding Diamond Shares to be cancelled in accordance
with Section 2.1(b)) shall be automatically converted into the right to receive 0.55375 validly issued, fully paid and
non-assessable Seaways Shares (the “Base Exchange Ratio”); provided that if an Exchange Ratio Adjustment
Event has taken place prior to the Effective Time, the Base Exchange Ratio shall be increased to the Exchange Ratio Adjustment
Amount (as it may be adjusted pursuant to the preceding proviso, the “Exchange Ratio” and the “Merger
Consideration
”). From and after the Effective Time, all such Diamond Shares shall no longer be outstanding and shall
automatically be cancelled and shall cease to exist, and each applicable holder of such Diamond Shares shall cease to have any
rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Diamond
Shares in accordance with Section 2.2, including the right to receive, pursuant to Section 2.5, cash in lieu of
fractional Seaways Shares, if any, which would otherwise be issuable in respect of such Diamond Shares pursuant to this Section
2.1(a)
(the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section
2.2(f)
.

 

(b)       Cancellation
of Diamond Common Stock
. At the Effective Time, all Diamond Shares owned by Diamond, Seaways, Merger Sub or by any of their
respective direct or indirect wholly owned Subsidiaries shall be cancelled and shall cease to exist, and no consideration shall
be delivered in exchange therefor.

 

(c)       Treatment
of Merger Sub Common Shares
. At the Effective Time, each issued and outstanding share, $0.001 par value, of Merger Sub shall
be automatically converted into, and become, one validly issued, fully paid and non-assessable share, $0.001 par value, of the
Surviving Corporation and such shares, collectively, shall constitute the only outstanding shares of capital stock of the Surviving
Corporation.

 

(d)       Adjustment
to Merger Consideration
. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect
of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into
Diamond Shares or Seaways Shares, as applicable), reorganization, recapitalization, reclassification, combination, exchange of
shares or other like change with respect to the Diamond Shares or Seaways Shares outstanding at any time between the date hereof
and immediately prior to the Effective Time; provided, however, that nothing in this Section 2.1(d) shall
be construed to permit Seaways, Diamond or any of their respective Subsidiaries to take any action with respect to its securities
that is prohibited by the terms of this Agreement.

Section
2.2    Payment for Securities; Surrender of Certificates.

 

(a)       Exchange
Fund
. Prior to the Effective Time, Seaways or Merger Sub shall designate a bank or trust company reasonably acceptable to
Diamond to act as the exchange agent in connection with the Merger (the “Exchange Agent”) and Seaways shall
enter into an agreement with the Exchange Agent prior to the Effective Time, which agreement shall set forth the duties, responsibilities
and obligations of the Exchange Agent consistent with the terms of this Agreement. The Exchange Agent shall also act as the agent
for Diamond’s shareholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain
no rights or interests in the shares represented thereby. At or prior to the Effective Time, Seaways shall deposit, or cause to
be deposited, with the Exchange Agent (i) evidence of Seaways Shares issuable pursuant to Section 2.1(a) in book-entry
form equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately
available funds in an amount sufficient to pay the aggregate Fractional Share Consideration and, from time to time when payable,
any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f) (such evidence of book-entry shares
of Seaways Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange
Fund
”), in each case, in trust for the sole benefit of the holders of Diamond Shares. In the event the Exchange Fund
shall be insufficient to pay the aggregate Fractional Share Consideration and any dividends or other distributions on Seaways
Shares in accordance with Section 2.2(f), Seaways shall, or shall cause the Surviving Corporation to, promptly deposit
additional funds with the Exchange Agent in the amount required to make such payment. Seaways shall cause the Exchange Agent to
make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration
and any amounts payable in respect of dividends or other distributions on Seaways Shares in accordance with Section 2.2(f)
out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not
expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed
by Seaways; provided, however, that any investment of such cash shall in all events be limited to direct short-term
obligations of, or short-term obligations backed by the full faith and credit, as to principal and interest by, the United States
of America, or in commercial paper rated P-1 or A-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s
Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial
banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available),
and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant
to this Article II. Any interest and other income resulting from such investments shall, upon request by Seaways, be paid
to Seaways on the earlier of (A) twelve (12) months after the Effective Time or (B) the full payment of the Exchange Fund.

(b)       Procedures
for Surrender
. Promptly, but in any event within five (5) business days after the Effective Time, Seaways shall, and shall
cause the Surviving Corporation to, cause the Exchange Agent to mail (and make available for collection by hand) or otherwise
provide (i) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented
outstanding Diamond Shares (the “Certificates”) whose Diamond Shares were converted pursuant to Section
2.1
into the right to receive the Merger Consideration (A) a letter of transmittal, which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits
of loss in lieu thereof) to the Exchange Agent and shall be in customary form and have such other provisions as Seaways may reasonably
specify subject to Diamond’s reasonable approval prior to the Effective Time and (B) instructions for effecting the surrender
of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration issuable and payable
in respect of such Diamond Shares pursuant to Section 2.1, including any amount payable in respect of Fractional Share
Consideration in accordance with Section 2.5, and any dividends or other distributions on Seaways Shares in accordance
with Section 2.2(f) or (ii) to each holder of record of non-certificated Diamond Shares represented by book-entry (“Book-Entry
Shares
”) whose Diamond Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration,
a notice of the effectiveness of the Merger. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) for cancellation
to the Exchange Agent or to such other agent or agents as may be appointed by Seaways or the Surviving Corporation, together with
such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents
as may be reasonably required pursuant to such instructions, and without any action by any holder of record of any Book-Entry
Share, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger
Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the
right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in
respect of dividends or other distributions on Seaways Shares in accordance with Section 2.2(f) for each Diamond Share
formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected
by the surrendering holder) as promptly as practicable and, with respect to the holders of Certificates, within five (5) business
days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), letter of transmittal
and such other documents, and the Certificate (or affidavit of loss in lieu thereof) so surrendered or Book-Entry Share shall
be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance
with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance
with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose
name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered
shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall
have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other
than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation
that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect
to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until satisfaction
of the applicable procedures contemplated by this Section 2.2(b), each Certificate and Book-Entry Share shall be deemed at any
time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this
Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5,
and any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f), without interest thereon.

(c)       Transfer
Books; No Further Ownership Rights in Diamond Shares
. At the Effective Time, the stock transfer books of Diamond shall be
closed and thereafter there shall be no further registration of transfers of Diamond Shares outstanding immediately prior to the
Effective Time on the records of Diamond. From and after the Effective Time, the holders of Certificates outstanding immediately
prior to the Effective Time shall cease to have any rights with respect to such Diamond Shares except as otherwise provided for
herein or by applicable Law. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation
or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Agreement.

 

(d)       Termination
of Exchange Fund; No Liability
. At any time following twelve (12) months after the Effective Time, Seaways shall be entitled
to require the Exchange Agent to deliver to Seaways any funds (including any interest received with respect thereto) remaining
in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s
routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled
to look only to the Surviving Corporation and Seaways (subject to abandoned property, escheat or other similar Laws) as general
creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share
Consideration in accordance with Section 2.5, and any dividends or other distributions on Seaways Shares in accordance
with Section 2.2(f), payable upon due surrender of their Certificates and compliance with the procedures in Section
2.2(b)
, without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, Seaways or the
Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts
delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law and (ii) any portion of the
Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section
2.5
, that remains undistributed to the holders of Certificates and Book-Entry Shares as of immediately prior to the date on
which the Merger Consideration or such cash would otherwise escheat to, or become the property of, any Governmental Entity shall,
to the extent permitted by applicable Law, become the property of Seaways, free and clear of all claims or interests of any Person
previously entitled thereto.

 

(e)       Lost,
Stolen or Destroyed Certificates
. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange
Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by
the holder thereof and, if required by Seaways or the Exchange Agent, the posting by such holder of an indemnity or a bond in
such amount as Seaways or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be
made against it or the Surviving Corporation with respect to any such Certificates, the applicable Merger Consideration payable
in respect thereof pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in
accordance with Section 2.5, and any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f).

(f)       Dividends
or Distributions with Respect to Seaways Shares
. No dividends or other distributions with respect to Seaways Shares with a
record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Seaways
Shares issuable hereunder, and all such dividends and other distributions shall be paid by Seaways to the Exchange Agent and shall
be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavit of loss in lieu thereof)
in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavit of loss
in lieu thereof) there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions
with a record date after the Effective Time theretofore paid with respect to such Seaways Shares to which such holder is entitled
pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record
date after the Effective Time, but prior to such surrender, and with a payment date subsequent to such surrender payable with
respect to such Seaways Shares.

 

Section
2.3    Treatment of Diamond Equity Awards.

 

(a)       As
of the Effective Time, each outstanding restricted stock unit (the “Diamond RSUs”) under the Diamond Equity
Plan that is not then vested and does not vest at the Effective Time shall be assumed by Seaways and shall be converted into a
restricted stock unit award for Seaways Shares (the “Seaways RSUs”) with associated rights to the issuance
of additional Seaways Shares in accordance with this Section 2.3. Each Seaways RSU as so assumed and converted shall provide
for full vesting (at the target level, with respect to any Diamond RSUs subject to performance-based vesting criteria) on a termination
of employment without Cause or for Good Reason (as defined in the applicable award agreement) within twenty four (24) months following
the Closing Date, and otherwise continue to have, and shall be subject to, the same terms and conditions as applied to the applicable
Diamond RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes
to any issuance provisions, provided for or permitted in the Diamond Equity Plan, in any applicable award agreement or in such
Diamond RSUs, by reason of this Agreement or the Transactions). To the extent any such Diamond RSUs are subject to performance
vesting or other performance conditions, following the Effective Time, such awards shall be deemed to have achieved at least the
target level of performance. As of the Effective Time, the number of Seaways Shares underlying each such Seaways RSU as so assumed
and converted (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole
share if less than half a share) shall be equal to the product of (i) the applicable number of Diamond Shares subject to such
award, multiplied by (ii) the Exchange Ratio.

 

(b)       As
of the Effective Time, each outstanding share of restricted stock (collectively, the “Diamond Restricted Shares”)
granted under the Diamond Equity Plan that is not then vested and does not vest at the Effective Time shall be assumed by Seaways
and shall be converted into restricted shares of Seaways (“Seaways Restricted Shares”) in accordance with this
Section 2.3. Each Seaways Restricted Share as so assumed and converted shall continue to have, and shall be subject to,
the same terms and conditions as applied to the applicable Diamond Restricted Shares immediately prior to the Effective Time (but
taking into account any changes thereto provided for in the Diamond Equity Plan, in any applicable award agreement or in such
Diamond Restricted Shares, by reason of this Agreement or the Transactions). As of the Effective Time, the number of Seaways Shares
underlying each such Seaways Restricted Share as so assumed and converted (which shall be rounded (x) up to the nearest whole
share if half a share or more or (y) down to the nearest whole share if less than half a share) shall be equal to the product
of (i) the applicable number of Diamond Shares subject to such award, multiplied by (ii) the Exchange Ratio.

(c)       Prior
to the Effective Time, Diamond shall adopt such resolutions as are necessary to effect the treatment of the Diamond Restricted
Shares and Diamond RSUs (collectively, the “Diamond Equity Awards”) as contemplated by this Section 2.3.
At the Effective Time, Seaways shall assume all obligations of Diamond under the Diamond Equity Plan, each outstanding Diamond
Equity Award and the agreements evidencing the grants thereof and shall administer and honor all such awards in accordance with
the terms and conditions of such awards and the Diamond Equity Plan pursuant to which they were granted (subject to the adjustments
required by reason of this Agreement or the Transactions or such other adjustments or amendments made by Seaways in accordance
with such terms and conditions).

 

(d)       At
the Effective Time, all Seaways Equity Awards shall continue on their terms and conditions and Seaways shall
administer all Seaways Equity Awards in accordance with the terms and conditions of such awards and the Seaways Equity Plans pursuant
to which they were granted (subject to the adjustments required by reason of this Agreement or the Transactions or such other
adjustments or amendments made by Seaways in accordance with such terms and conditions).

 

(e)       At
the Effective Time, Seaways shall assume all rights and obligations in respect of the Diamond Equity Plan and will be able to
grant stock awards, to the extent permissible by applicable Law under the terms of the Diamond Equity Plan if Seaways elects to
assume the share reserves of the Diamond Equity Plan as of the Effective Time, except that: (i) stock covered by such awards shall
be Seaways Shares; (ii) all references in Diamond Equity Plan to a number of Diamond Shares shall be amended or deemed amended
to refer instead to a number of Seaways Shares determined by multiplying the number of referenced Diamond Shares by the Exchange
Ratio, and rounding the resulting number down to the nearest whole number of Seaways Shares; and (iii) the Seaways Board of Directors
or a committee thereof shall succeed to the authority and responsibility of the Diamond Board of Directors or any committee thereof
with respect to the administration of the Diamond Equity Plan. Diamond and Seaways shall cooperate in connection with the preparation
of registration statements on Form S-8 (or any successor or other appropriate form) with respect to the Diamond Equity Awards
and the Seaways Equity Awards, in order to file such forms as soon as reasonably practicable following the Effective Time.

 

(f)       Notwithstanding
anything to the contrary in Article II, any payment to which a current or former employee of Diamond or any Diamond Subsidiary
becomes entitled pursuant to this Section 2.3 shall be made through the Surviving Corporation’s payroll. The Surviving
Corporation shall cause the Exchange Agent to make the payments under Section 2.3 payable to holders who are not current
or former employees of Diamond or any Diamond Subsidiary in accordance with Section 2.2.

Section
2.4     Withholding. Notwithstanding any other provision of this Agreement, each of Seaways and the Surviving Corporation
shall be entitled to (i) deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise
payable pursuant to this Agreement any amounts as are required to be withheld or deducted with respect to such consideration under
the Code, or any applicable provisions of U.S. state, local or non-U.S. Tax Law and (ii) in order to effectuate such withholding,
to request any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information,
from Diamond or its shareholders (or such shareholders’ direct and indirect owners), or any other Person to whom a payment
is required to be made pursuant to this Agreement. The Parties acknowledge and agree that no such deduction or withholding is
anticipated, but, in the event that any such deduction or withholding is required, the Parties shall cooperate in good faith to
minimize to the extent permissible under applicable Law the amount of any such deduction or withholding. To the extent that amounts
are so withheld and timely remitted to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes
of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

 

Section
2.5     Fractional Shares. No fractional Seaways Shares shall be issued in connection with the Merger, no certificate or
scrip representing fractional Seaways Shares shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares
and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Seaways.
Notwithstanding any other provision of this Agreement, each holder of Diamond Shares converted pursuant to the Merger who would
otherwise have been entitled to receive a fraction of a Seaways Share (after aggregating all Diamond Shares represented by Book-Entry
Shares held, and Certificates delivered, by such holder) shall receive, in lieu thereof and, in the case of Certificates, upon
surrender thereof, cash, without interest, in an amount equal to the product of such fractional part of a Seaways Share (rounded
to the nearest one thousandth when expressed in decimal form) and the Seaways VWAP.

 

Article
III.

REPRESENTATIONS AND
WARRANTIES OF DIAMOND

 

Except
as disclosed in the Diamond SEC Documents filed or furnished with the SEC since December 31, 2020 (including exhibits and other
information incorporated by reference therein) and publicly available prior to the date hereof (but excluding any forward looking
disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements”
section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the corresponding
section of the disclosure letter delivered by Diamond to Seaways immediately prior to the execution of this Agreement (the “Diamond
Disclosure Letter
”) (it being agreed that disclosure of any item in any section of the Diamond Disclosure Letter shall
be deemed disclosure with respect to any other section of this Article III to which the relevance of such item is reasonably
apparent on its face), Diamond represents and warrants to Seaways as set forth below.

Section
3.1    Qualification, Organization, Subsidiaries, etc..

 

(a)       Each
of Diamond and its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under
the Laws of its respective jurisdiction of organization, and has all requisite corporate or similar power and authority to own,
lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business
and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation
of its assets or properties, or conduct of its business, requires such qualification, except where the failure to be so organized
and validly existing (solely in the case of Diamond Subsidiaries), qualified or, where relevant, in good standing, or to have
such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Diamond
Material Adverse Effect. Diamond has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of
the Diamond Certificate and the Diamond Bylaws as amended to the date hereof. The Diamond Governing Documents are in full force
and effect and Diamond is not in violation of any provision of the Diamond Governing Documents, except as would not reasonably
be expected to be material to Diamond and the Diamond Subsidiaries, taken as a whole.

 

(b)       Diamond
has made available to Seaways a true, correct and complete copy of the Organizational Documents of each of its Subsidiaries, in
each case, as amended through and in existence on the date hereof. The Organizational Documents of the Diamond Subsidiaries are
in full force and effect and the relevant Diamond Subsidiary is not in violation of any provision of such Organizational Documents,
except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse
Effect.

 

Section
3.2    Capitalization.

 

(a)       The
authorized capital stock of Diamond consists of 100,000,000 Diamond Shares and 10,000,000 registered preferred shares, par value
$0.001 per share (“Diamond Preferred Stock”). As of March 30, 2021 (the “Diamond Capitalization Date”),
(i)(A)
40,596,182 Diamond
Shares were issued and outstanding, (B) 137,289 Diamond Shares were held in treasury and (C) no Diamond Shares were held by Subsidiaries
of Diamond, (ii)
1,601,968 Diamond Shares were reserved and available for issuance pursuant
to the Diamond Equity Plans and (iii) no shares of Diamond Preferred Stock were issued or outstanding or held in treasury. All
of the outstanding Diamond Shares are, and all Diamond Shares reserved for issuance as noted above shall be, when issued in accordance
with the respective terms thereof, duly authorized, validly issued in accordance with applicable Law, fully paid and non-assessable
and free of pre-emptive rights.

 

(b)       Except
as set forth in Section 3.2(a), as of the date hereof: (i) Diamond does not have any shares of capital stock issued or
outstanding other than Diamond Shares that were outstanding on the Diamond Capitalization Date or that have become outstanding
after the Diamond Capitalization Date, but were reserved for issuance as set forth in Section 3.2(a) as of the Diamond
Capitalization Date and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible
securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests
to which Diamond or any of the Diamond Subsidiaries is a party, or otherwise obligating Diamond or any of the Diamond Subsidiaries
to (A) issue, transfer, exchange, sell or register for sale any capital stock or other equity interests of Diamond or any Diamond
Subsidiary or securities convertible into, or exchangeable for, such shares or equity interests (in each case other than to Diamond
or a wholly owned Subsidiary of Diamond); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable
or convertible securities or other similar right, agreement, commitment or arrangement relating to the capital stock or other
equity interest of Diamond or a Diamond Subsidiary; (C) redeem or otherwise acquire any such capital stock or other equity interests;
(D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise)
in, any Diamond Subsidiary that is not wholly owned or any other Person; (E) make any payment to any Person the value of which
is derived from, or calculated based on, the value of Diamond Common Stock or Diamond Preferred Stock or (F) grant any preemptive
or antidilutive or similar rights with respect to any security issued by Diamond or any Diamond Subsidiary. Since the Diamond
Capitalization Date until the date of this Agreement, Diamond has not granted any equity or equity-based award to any of the directors,
employees or independent contractors of Diamond or any Diamond Subsidiaries. As of the date hereof, there are no declared but
unpaid dividends of Diamond.

(c)       Section
3.2(c)
of the Diamond Disclosure Letter sets forth (i) the aggregate number of Diamond Shares that are subject to performance-based
Diamond RSUs (assuming maximum performance), (ii) the aggregate number of Diamond Shares that are subject to time-based Diamond
RSUs and (iii) the aggregate number of Diamond Shares that are granted under the Diamond Equity Plan (such schedule, the “Diamond
Equity Schedule
”), in each case as of the Diamond Capitalization Date. Diamond shall provide Seaways with an updated
Diamond Equity Schedule within three (3) business days prior to the Closing to reflect any changes occurring between the Diamond
Capitalization Date and the applicable date of delivery. From the Diamond Capitalization Date through the date of this Agreement,
Diamond has not granted, entered into an agreement to grant, or otherwise committed to grant any Diamond Equity Awards or other
equity or equity-based awards that may be settled in Diamond Shares.

 

(d)       Section
3.2(d)
of the Diamond Disclosure Letter sets forth as of the Diamond Capitalization Date a list of each outstanding Diamond
Equity Award granted under the Diamond Equity Plans and (i) the name of the holder of such Diamond Equity Award, (ii) the number
of Diamond Shares subject to such outstanding Diamond Equity Award, (iii) the exercise price, purchase price or similar pricing
of such Diamond Equity Award, (iv) the date on which such Diamond Equity Award was granted or issued, and (v) the applicable vesting
schedule, and the extent to which such Diamond Equity Award (A) is vested and exercisable as of the Diamond Capitalization Date
and (B) would vest as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any
additional or subsequent events). With respect to each grant of Diamond Equity Awards, in all material respects, (1) each such
grant was made in accordance with the terms of the applicable Diamond Equity Plan, the Exchange Act and all other applicable Laws,
including the rules of the NYSE, (2) each such grant was properly accounted for in accordance with United States generally accepted
accounting principles (“GAAP”) in the Diamond SEC Documents (including
financial statements) and all other applicable Laws, (3) each Diamond Equity Award qualifies for the Tax treatment afforded to
such award in Diamond’s Tax Returns and all Diamond SEC Documents, respectively, and (4) each Diamond Equity Award does
not trigger any liability for the holder thereof under Section 409A of the Code or any similar provision in any other Tax jurisdiction.

(e)       Neither
Diamond nor any Diamond Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which
have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders
of Diamond or any Diamond Subsidiary on any matter.

 

(f)       There
are no voting trusts or other agreements or understandings to which Diamond or any Diamond Subsidiary is a party with respect
to the voting or registration of the capital stock or other equity interest of Diamond or any Diamond Subsidiary.

 

(g)       All
the issued and outstanding shares of capital stock of, or other equity interests in, each Diamond Subsidiary are duly authorized,
have been validly issued in compliance with applicable Law and are fully paid and non-assessable and are wholly owned, directly
or indirectly, by Diamond free and clear of all Liens, including preemptive rights, other than Permitted Liens. Section 3.2(g)
of the Diamond Disclosure Letter sets forth a true and complete list of all Diamond Subsidiaries as of the date of this Agreement,
including the capitalization of each such Diamond Subsidiary that is not directly or indirectly wholly-owned by Diamond and the
Person that owns the equity interests in each Diamond Subsidiary. Except for equity interests in the Diamond Subsidiaries, neither
Diamond nor any Diamond Subsidiary owns, directly or indirectly, any equity interest in any Person (or any security or other right,
agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither Diamond
nor any Diamond Subsidiary has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide
funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

 

Section
3.3    Corporate Authority Relative to this Agreement; No Violation.

 

(a)       Diamond
has all requisite corporate power and authority to enter into this Agreement, the Termination Agreements, the Debt Consents, the
Debt Amendment Letters, the A&R Debt Agreements, the Seaways Voting and Support Agreement and, assuming the Diamond Shareholder
Approval is obtained, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution,
delivery and performance by Diamond of this Agreement, the Termination Agreements, the Debt Consents, the Debt Amendment Letters,
the A&R Debt Agreements, the Seaways Voting and Support Agreement and the consummation of the Transactions have been duly
and validly authorized by the Diamond Board of Directors and, except for the filing of the Articles of Merger with the Registrar
or Deputy Registrar of Corporations of the Republic of the Marshall Islands, no other corporate proceedings on the part of Diamond
or any Diamond Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger,
obtaining the Diamond Shareholder Approval. Prior to the execution of this Agreement, the Diamond Board of Directors has unanimously
adopted resolutions (A
) declaring that this Agreement
and consummation of the Transactions, including the Merger, are advisable and fair to, and in the best interests of Diamond and
its shareholders, (B) approving this Agreement and the Transactions, including the Merger, (C) authorizing the execution, delivery
and performance of this Agreement, (D) directing that the Plan of Merger be submitted for consideration at the Diamond Special
Meeting, (E) making the Diamond Board Recommendation, and (F) approving the inclusion of the Diamond
Board Recommendation in the Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly
and validly executed and delivered by Diamond and, assuming this Agreement constitutes the valid and binding agreement of Seaways
and Merger Sub, constitutes the valid and binding agreement of Diamond, enforceable against Diamond in accordance with its terms,
except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium
or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (2) equitable remedies of
specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought (such exceptions in clauses (1) and (2), the “Enforceability
Exceptions
”). The Termination Agreements, the Debt Consents, the Debt Amendment Letters and the Seaways Voting and Support
Agreement have been duly and validly executed and delivered by Diamond and, assuming the Termination Agreements, the Debt Consents,
the Debt Amendment Letters and the Seaways Voting and Support Agreement constitute the valid and binding agreements of the other
parties thereto, such agreements constitute the valid and binding agreements of Diamond, enforceable against Diamond in accordance
with their respective terms, subject to the Enforceability Exceptions. When executed and delivered by Diamond and such Subsidiaries,
and assuming the A&R Debt Agreements constitute the valid and binding agreements of the parties thereto (other than Diamond
and its Subsidiaries), the A&R Debt Agreements will constitute the valid and binding agreements of Diamond and its Subsidiaries,
enforceable against Diamond and its Subsidiaries party thereto, in accordance with their respective terms, subject to the Enforceability
Exceptions.

(b)       Other
than in connection with or in compliance with (i) the provisions of the BCA, (ii) the Securities Act, (iii) the Exchange Act,
(iv) the HSR Act, (v) any applicable requirements of the NYSE, (vi) the filing of the Articles of Merger with the Registrar or
Deputy Registrar of Corporations of the Republic of the Marshall Islands and (vii) such filings and approvals as are required
to be made or obtained under the securities or “blue sky”
Laws
and the rules and regulations thereunder in connection with the issuance of the Seaways Shares in the Merger,
no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the
consummation by Diamond of the Transactions, except for (A) such authorizations, consents, approvals or filings that, if not obtained
or made, has not had and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse
Effect and (B) as may arise as a results of facts or circumstances relating to Seaways or its affiliates or Laws or Contracts
binding Seaways or its affiliates.

 

(c)       The
execution and delivery by Diamond of this Agreement, the Termination Agreements, the Debt Consents, the Debt Amendment Letters,
the A&R Debt Agreements and the Seaways Voting and Support Agreement do not, and, except as described in Section 3.3(b)
and the consummation of the Transactions and compliance with the provisions of this Agreement will not (i) result in any violation
or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right
of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material
benefit under any Diamond Material Contract, loan, Indebtedness or guarantee of Indebtedness or credit agreement, note, bond,
mortgage, indenture, lease, permit, concession, franchise or right binding upon Diamond or any of the Diamond Subsidiaries or
result in the creation of any Lien upon any of the properties, rights or assets of Diamond or any Diamond Subsidiaries, other
than Permitted Liens or result in any Default of Event of Default (as defined in the respective Existing Debt Agreements), (ii)
subject to obtaining the Diamond Shareholder Approval, conflict with or result in any violation of any provision of the Diamond
Governing Documents or any of the Organizational Documents of any Diamond Subsidiary or (iii) conflict with or violate any Laws
applicable to Diamond or any of the Diamond Subsidiaries or any of their respective properties or assets, other than in the case
of clauses (i), (ii) (with respect to Diamond Subsidiaries that are not Diamond Significant Subsidiaries) and (iii), any such
violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not
had and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect.

Section
3.4    Reports and Financial Statements.

 

(a)       From
January 1, 2018 through the date of this Agreement, Diamond has filed or furnished all forms, documents and reports with the SEC
(such forms, documents and reports, including all exhibits, supplements and schedules thereto, the “Diamond SEC Documents”)
required to be filed or furnished prior to the date hereof by it. As of their respective dates, or, if amended, as of the date
of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date
of effectiveness and the dates of the relevant meetings, respectively), each of the Diamond SEC Documents complied in all material
respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the
applicable rules and regulations promulgated thereunder, and none of the Diamond SEC Documents contained any untrue statement
of any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. No executive officer of Diamond has failed to make the
certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act. None of the Diamond SEC Documents is,
as of the date of this Agreement and to the knowledge of Diamond, the subject of ongoing SEC review or outstanding or unresolved
comments. Diamond has, prior to the date hereof, provided Seaways or its Representatives with true, correct and complete copies
of all SEC comment letters received and response letters submitted and other correspondence between the SEC and Diamond or any
Diamond Subsidiary with respect to the Diamond SEC Documents, within the year prior to the date of this Agreement to the extent
such comment letters, response letters and correspondence are not publicly available.

 

(b)       The
consolidated financial statements (including all related notes and schedules) of Diamond and the Diamond Subsidiaries included
in the Diamond SEC Documents when filed (i) complied as to form in all material respects with the applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, (ii) fairly present
in all material respects the consolidated financial position of Diamond and its consolidated Subsidiaries, as at the respective
dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’
equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements,
to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, none of which
would be material) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied
on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) were
prepared from, and in accordance with, the books and records of Diamond and the Diamond Subsidiaries.

Section
3.5    Internal Controls and Procedures.

 

(a)       Diamond
has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms
are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material
respects with all legal and accounting requirements applicable to Diamond and its Subsidiaries and as otherwise as required by
Rule 13a-15 under the Exchange Act. Diamond’s disclosure controls and procedures are reasonably designed to ensure that
all material information required to be disclosed by Diamond in the reports that it files or furnishes under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that
all such material information is accumulated and communicated to Diamond’s management as appropriate to allow timely decisions
regarding required disclosure and to enable Diamond’s management to make the certifications required pursuant to Sections
302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Diamond, each Diamond Subsidiary
and each of their respective officers and directors in their capacities as such are in material compliance with, and, since January
1, 2019, have materially complied with the applicable provisions of Sarbanes-Oxley Act and the Exchange Act. Based on its most
recent evaluation of internal controls over financial reporting prior to the date hereof, Diamond’s management has disclosed
to Diamond’s auditors and the audit committee of the Diamond Board of Directors (i) any significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect
in any material respect Diamond’s ability to report financial information and (ii) any fraud, whether or not material, that
involves management or other employees who have a significant role in Diamond’s internal control over financial reporting,
and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Seaways prior to the date
hereof. Diamond has remediated any and all significant deficiencies and all material weaknesses in the design or operations of
its internal control over financial reporting that were reasonably likely to adversely affect in any material respect Diamond’s
ability to report financial information and were identified in Diamond’s most recent evaluation of its internal control
over financial reporting.

 

(b)       Neither
Diamond nor any Diamond Subsidiary is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance
sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or
relationship between or among Diamond or a Diamond Subsidiary, on the one hand, and any unconsolidated affiliate, including any
structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements”
(as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(c)       Diamond
has not been informed by its independent registered public accounting firm that it is required to restate, and Diamond has not
restated (and does not believe it is, nor will it be, required to restate), any financial statements contained in the Diamond
SEC Documents as a result of events known to Diamond as of the date hereof in a manner that would be material to the present or
future financial condition of Diamond and the Diamond Subsidiaries, taken as a whole.

 

Section
3.6    No Undisclosed Liabilities. Except (a) as disclosed, reflected or reserved against in Diamond’s
consolidated balance sheet (or the notes thereto) as of December 31, 2020 included in the Diamond SEC Documents filed or furnished
and publicly available prior to the date hereof, (b) for liabilities incurred in the ordinary course of business since December
31, 2020, (c) as expressly permitted or contemplated by this Agreement and (d) for liabilities which have been discharged or paid
in full in the ordinary course of business, neither Diamond nor any Diamond Subsidiary has any liabilities of any nature, whether
or not accrued, contingent or otherwise, whether or not required by GAAP to be reflected on a consolidated balance sheet of Diamond
and its consolidated Subsidiaries (or in the notes thereto), other than those which, individually or in the aggregate, have not
had, and would not reasonably be expected to have a Diamond Material Adverse Effect.

 

Section
3.7    Compliance with Laws; Permits.

 

(a)       Diamond
and each Diamond Subsidiary is, and since January 1, 2018 has been, in compliance with and is not, and since January 1, 2018 has
not been, in default under, or in violation of, any Laws (including Maritime Guidelines) applicable to Diamond, such Subsidiaries
or any of their respective properties or assets (including Diamond Vessels), except where such non-compliance, default or violation
has not had, and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect.
Since January 1, 2018, Diamond has complied in all material respects with the applicable listing and corporate governance rules
and regulations of the NYSE.

 

(b)       Diamond
and the Diamond Subsidiaries are, and since January 1, 2018 have been, in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals and orders of any Governmental
Entity (including those required by Maritime Guidelines) necessary for Diamond and the Diamond Subsidiaries to own, lease and
operate their properties and assets or to carry on their businesses as they are now being conducted (the “Diamond Permits”),
except where the failure to have any of the Diamond Permits has not had and would not reasonably be expected to have, individually
or in the aggregate, a Diamond Material Adverse Effect. All Diamond Permits are in full force and effect, except where the failure
to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Diamond
Material Adverse Effect. Diamond and each Diamond Subsidiary is in compliance with all Diamond Permits, except where the failure
to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material
Adverse Effect.

Section
3.8    Environmental Laws and Regulations. Except for those matters that have not had and would not
reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, since January 1, 2018:

 

(a)       Diamond,
each Diamond Subsidiary and each Diamond Vessel have been and are in compliance with applicable Environmental Laws and have obtained
and have been and are in compliance with all Environmental Permits necessary to conduct their respective businesses as presently
conducted. All Environmental Permits necessary to conduct the respective businesses of Diamond, each Diamond Subsidiary and each
Diamond Vessel as presently conducted are in full force and effect, and Diamond has no written notice or knowledge that such Environmental
Permits will not be renewed in the ordinary course after the Effective Time. No Governmental Entity has begun, or to the knowledge
of Diamond, threatened in writing to begin, any action to terminate, cancel or reform any Environmental Permits necessary to conduct
the respective businesses of Diamond, each Diamond Subsidiary and each Diamond Vessel as presently conducted;

 

(b)       Neither
Diamond nor any Diamond Subsidiary has received any notice, demand, request for information, citation, summons, complaint, letter
or claim alleging that Diamond or any such Diamond Subsidiary or Diamond Vessel is in violation of, or liable under, any Environmental
Law, no penalty has been assessed and there is no outstanding order, consent decree, writ, injunction or judgment issued by a
court, Governmental Entity, authority or tribunal against Diamond or any Diamond Subsidiary or otherwise with respect to any Diamond
Vessel, in each case, with respect to matters arising out of any Environmental Law. There is no claim, action, suit, proceeding,
demand, lien, investigation or request for information pending, or, to the knowledge of Diamond, threatened against Diamond or
any Diamond Subsidiary or otherwise with respect to any Diamond Vessel with respect to any matters arising out of any applicable
Environmental Law;

 

(c)       Neither
Diamond nor any Diamond Subsidiary has entered into or agreed to any order, consent, decree, writ, injunction or judgment or is
subject to any order, consent, decree, writ, injunction or judgment relating to compliance with Environmental Laws, Environmental
Permits or the investigation, Release, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials;

 

(d)       Neither
Diamond nor any Diamond Subsidiary has assumed, by Contract, or to the knowledge of Diamond, by operation of Law, any liability
under any Environmental Law or relating to any Hazardous Materials, and neither Diamond nor any Diamond Subsidiary is an indemnitor
in connection with any threatened or asserted claim, action, suit, proceeding, demand, lien, investigation by any third-party
indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials; and

 

(e)       Neither
Diamond nor any Diamond Subsidiary has caused, and to the knowledge of Diamond, no third party has caused, any release of a Hazardous
Material, bilge water or ballast water that could reasonably be expected to require investigation or remedial action by Diamond
or any Diamond Subsidiary under any Environmental Law.

(f)       Notwithstanding
anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.8 and in Section
3.4
, Section 3.6, Section 3.10, Section 3.12 and Section 3.21 are the sole representations and
warranties of Diamond with respect to environmental matters, including with respect to Hazardous Materials, Environmental Permits,
and any other matter relating to compliance with, or liabilities under, Environmental Laws.

 

Section
3.9     Employee Benefit Plans.

 

(a)       Section
3.9(a)
of the Diamond Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each material
Diamond Benefit Plan. With respect to each material Diamond Benefit Plan, Diamond has made available to Seaways true, correct
and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i)
the current plan document and, to the extent available, the summary plan description; (ii) the most recent audited financial statement
and actuarial valuation; (iii) all material filings and correspondence with any Governmental Entity, including any required filings
or schedules and any communications with any Governmental Entity regarding the qualified status of each such material Diamond
Benefit Plan; (iv) all material related insurance contracts which implement each such material Diamond Benefit Plan; and (v) any
documents with respect to any material Diamond Benefit Plans that are required to be prepared or filed under the applicable Laws
of a non-U.S. jurisdiction.

 

(b)       (i)
Except as has not and would not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse Effect,
each of the Diamond Benefit Plans is and has been established, operated, maintained, funded and administered in compliance with
its terms and in accordance with applicable Laws and applicable regulatory or authoritative guidance; (ii) no Diamond Benefit
Plan is a defined benefit plan, is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or is a “multiemployer
pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at
least two of whom are not under common control, within the meaning of Section 4063 of ERISA or Section 413(c) of the Code; (iii)
no Diamond Benefit Plan provides benefits, including death or medical or other welfare benefits (whether or not insured), with
respect to current or former employees or directors of Diamond or its Subsidiaries beyond their retirement or other termination
of service, other than, and solely to the extent of, coverage mandated by applicable Law for which the cost is borne entirely
by the covered Person; (iv) no material liability has been incurred by Diamond, any of its Subsidiaries or any of their respective
Affiliates (including ERISA Affiliates) that has not been satisfied in full, and no condition exists that is likely to cause Diamond,
any of its Subsidiaries or any of their Affiliates to incur a liability thereunder or in respect thereof; (v) except as would
not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse Effect, all contributions, reimbursements
or other amounts payable by Diamond or its Subsidiaries pursuant to each Diamond Benefit Plan in respect of current or prior plan
years have been timely paid or accrued in accordance with GAAP or applicable international accounting standards and there are
no pending, or to the knowledge of Diamond, threatened claims, actions, investigations, litigations, proceedings or audits (other
than routine claims for benefits) with respect to any of the Diamond Benefit Plans or any trusts related thereto; and (vi) neither
Diamond nor any of its Subsidiaries has any current or contingent liability or obligation as a result of at any time being treated
as a single employer under applicable Law with any other Person.

(c)       Except
as would not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse Effect, each of the
Diamond Benefit Plans intended to be “qualified” for Tax or regulatory purposes has received a current favorable determination
letter, opinion letter or other authoritative communication from the applicable Governmental Entity as to its qualification, and
there are no existing circumstances or any events that have occurred that would adversely affect the qualified status of any such
plan or that would subject Diamond to any Tax, fine, lien, penalty or other liability.

 

(d)       Neither
the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any
other event) will (i) result in any payment (including severance, unemployment compensation, “excess parachute payment”
(within the meaning of Section 280G of the Code or any other applicable Law), forgiveness of Indebtedness or otherwise) becoming
due to any current or former director or any employee of Diamond or any Diamond Subsidiary under any Diamond Benefit Plan or otherwise,
(ii) increase any benefits or compensation otherwise payable under any Diamond Benefit Plan or (iii) result in any acceleration
of the time of payment, funding or vesting of, or result in the forfeiture of, any such benefits.

 

(e)       Each
Diamond Benefit Plan that is subject to Section 409A of the Code has been maintained and operated in documentary and operational
compliance in all material respects with Section 409A of the Code and applicable guidance thereunder. Diamond is not a party to
nor does it have any obligation under any Diamond Benefit Plan to compensate, indemnify or reimburse any person for Taxes payable
pursuant to applicable Law, including Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the
Code.

 

(f)       No
Diamond Benefit Plan established or maintained in the UK provides any benefits which are not money purchase benefits within the
meaning of section 181 of the UK Pension Schemes Act 1993 and neither Diamond nor any Diamond
Subsidiary nor any connected or associated person participates in or has ever participated in any UK occupational pension
plan providing any benefits which are not money purchase benefits within that meaning. No contribution notice under section 38
of the UK Pensions Act 2004 or financial support direction under section 43 of that Act has been issued or threatened to Diamond
or any Diamond Subsidiary and there are no circumstances in which the UK Pensions Regulator could issue such notices. No debt
has become due or has been treated as becoming due under section 75 or section 75A of the UK Pensions Act 1995 from Diamond or
any Diamond Subsidiary save where the debt has been paid, apportioned or compromised under the provisions of that Act and the
relevant company has received effective discharge from the trustees of the relevant pension scheme.

Section
3.10    Absence of Certain Changes or Events.

 

(a)       Since
December 31, 2020, there has not occurred any Effect that has had, or would reasonably be expected to have, individually or in
the aggregate, a Diamond Material Adverse Effect.

 

(b)       Since
December 31, 2020 through the date of this Agreement, (i) the business of Diamond and the Diamond Subsidiaries has been conducted,
in all material respects, in the ordinary course of business and (ii) neither Diamond nor any Diamond Subsidiary has taken any
action that would have constituted a breach of Section 5.1(b)(i), (ii), (iv), (ix), (xvi) or (xix) had such action been taken
after the execution of this Agreement without the prior written consent of Seaways.

 

Section
3.11    Investigation; Litigation. (a) There is no investigation or review pending (or, to the knowledge
of Diamond, threatened) by any Governmental Entity with respect to Diamond or any Diamond Subsidiary or any of their respective
properties, rights or assets, or, to the knowledge of Diamond, any of their current or former directors or executive officers
or challenging the validity or propriety of the Transactions contemplated by this Agreement, and (b) there are no claims, actions,
suits or proceedings pending (or, to the knowledge of Diamond, threatened) against Diamond or any Diamond Subsidiary or any of
their respective properties, rights or assets which, in the case of clause (a) or (b), would reasonably be expected to have, individually
or in the aggregate, a Diamond Material Adverse Effect. Neither Diamond nor any Diamond Subsidiary is subject to any judgment,
order, injunction, ruling or decree of a Governmental Entity which would reasonably be expected to have, individually or in the
aggregate, a Diamond Material Adverse Effect. As of the date hereof, there are no claims, actions, suits or proceedings pending
(or, to the knowledge of Diamond, threatened) that challenge or seek to prevent, enjoin, alter or materially delay, or recover
any damages or obtain any other remedy in connection with, this Agreement or the Transactions.

 

Section
3.12    Information Supplied. The information relating to Diamond and its Subsidiaries to be contained
in (or incorporated by reference in), or that is provided by Diamond or its Subsidiaries for inclusion in (or incorporation by
reference in), the joint proxy statement in preliminary and definitive form relating to the Diamond Special Meeting and the Seaways
Special Meeting, which will be used as a prospectus of Seaways with respect to the Seaways Shares issuable in the Merger (together
with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), or the registration statement
on Form S-4 pursuant to which the offer and sale of Seaways Shares in the Merger will be registered pursuant to the Securities
Act and in which the Proxy Statement/Prospectus will be included as a prospectus of Seaways (together with any amendments or supplements
thereto, the “Form S-4”) will not, on the date the Proxy Statement/Prospectus (and any amendment or supplement
thereto) is first mailed to the shareholders of Diamond or the shareholders of Seaways, or at the time the Form S-4 (and any amendment
or supplement thereto) is filed and the date it is declared effective or any post-effective amendment thereto is filed or is declared
effective, or at the time of the Diamond Special Meeting (as it may be adjourned or postponed in accordance with the terms hereof)
or the Seaways Special Meeting (as it may be adjourned or postponed in accordance with the terms hereof), contain any untrue statement
of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Proxy Statement/Prospectus
will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated
thereunder, and any other applicable federal securities Laws. Notwithstanding the foregoing provisions of this Section 3.12,
no representation or warranty is made by Diamond with respect to information or statements made in the Proxy Statement/Prospectus
or the Form S-4, which were not supplied by or on behalf of Diamond.

Section
3.13    Tax Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected
to have a Diamond Material Adverse Effect:

 

(i)       all
Tax Returns that are required to be filed by or with respect to Diamond or any of its Subsidiaries have been timely filed (taking
into account any extension of time within which to file), and all such Tax Returns are true, complete and accurate. Diamond has
made available to Seaways true and correct copies of all such income or franchise Tax Returns for the three (3) year period preceding
the Closing Date;

 

(ii)       Diamond
and its Subsidiaries have timely and properly paid all Taxes due and owing by any of them, including any Taxes required to be
withheld from amounts owing to any Person (in each case, whether or not shown on any Tax Return), other than Taxes that are being
contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with
GAAP on the financial statements of Diamond and its Subsidiaries, and have complied with all reporting requirements (including
maintenance of required records with respect thereto) with respect to such payments;

 

(iii)       since
the date of Diamond’s last audited financial statements, neither Diamond nor any of its Subsidiaries has incurred liability
for Taxes outside its ordinary course of business, and the consolidated balance sheet (or the notes thereto) as of December 31,
2020 included in the Diamond SEC Documents properly reflects the accrual of the Tax liability of Diamond and its Subsidiaries
with respect to the period between the last audited financial statements and such date.

 

(iv)       neither
Diamond nor its Subsidiaries is delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or
proposed. There is not pending, or threatened in writing, any audit, examination, investigation or other proceeding with respect
to any Taxes of Diamond or any of its Subsidiaries;

 

(v)       neither
Diamond nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes, or agreed to any extension of
time with respect to a Tax assessment or deficiency;

 

(vi)       neither
Diamond nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation”
(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment
under Section 355 of the Code (or any similar provision of U.S. state, local, or non-U.S. Law) in the three (3) years prior to
the date of this Agreement;

(vii)       no
claim has been made in writing by a tax authority in a jurisdiction where any of Diamond or its Subsidiaries does not file Tax
Returns that such Person is or may be subject to taxation by that jurisdiction;

 

(viii)       neither
Diamond nor any of its Subsidiaries will be required to include any item of income in taxable income, or exclude any item of deduction
from taxable income, or make any adjustment under Section 481 of the Code (or any corresponding provision of U.S. state, local
or non-U.S. income Tax Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any installment
sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any corresponding provision
of U.S. state, local or non-U.S. income Tax Law), or open transaction disposition made by Diamond or any of its Subsidiaries on
or prior to the Closing Date, (B) any prepaid amount received by Diamond or any of its Subsidiaries on or prior to the Closing
Date, (C) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of U.S.
state, local or non-U.S. income Tax Law) entered into on or prior to the Closing Date, (D) any “gain recognition agreement”
or “domestic use election” (or analogous concepts under U.S. state, local or non-U.S. income Tax Law), (E) a change
in the method of accounting by Diamond or any of its Subsidiaries for a period ending prior to or including the Closing Date,
or (F) election under Section 965 of the Code (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law).
Neither Diamond nor any of its Subsidiaries has deferred, pursuant to the CARES Act or the Presidential Memorandum Deferring Payroll
Tax Obligations dated August 8, 2020, any Taxes which have not been paid;

 

(ix)       none
of Diamond or any of its Subsidiaries is (i) a party to any Tax allocation, sharing, indemnity, or reimbursement agreement or
arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or arrangements
that are not primarily related to Taxes), (ii) is liable for Taxes of any other Person (other than Diamond and its Subsidiaries)
under Treasury Regulations Section 1.1502-6 (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law) or
as a transferee or successor or by Contract (other than any customary Tax indemnification provisions in ordinary course commercial
agreements or arrangements that are not primarily related to Taxes), or (iii) has ever been a member of an affiliated, consolidated,
combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than a group the common parent of
which was or is Diamond or any of its Subsidiaries;

 

(x)       there
are no Liens for Taxes upon any property or assets of Diamond or any of its Subsidiaries, except for the Permitted Liens; and

 

(xi)       for
U.S. federal income Tax purposes, Diamond is treated as a corporation that is not, and was not in a prior period, a “controlled
foreign corporation” within the meaning of section 957 of the Code or a “passive foreign investment company”
within the meaning of Section 1297 of the Code. In addition, Diamond is not now subject to the requirements of section 7874 of
the Code as an “expatriated entity” and, without having undertaken any special diligence of Seaways’ structure,
Diamond is not aware of any reason why as a result of the transactions contemplated under this Agreement it would become subject
to the requirements of section 7874 as an “expatriated entity” in any subsequent period.

(xii)       neither
Diamond nor any of its Subsidiaries has entered into any “reportable transaction” within the meaning of U.S. Treasury
Regulations Section 1.6011-4(b) (or any similar provision of U.S. state, local or non-U.S. Law).

 

(b)       Neither
Diamond nor any of its Subsidiaries has knowingly taken any action or knows of any fact or circumstance that would reasonably
be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

 

(c)       Notwithstanding
anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.13, Section
3.2
and Section 3.9 are the sole representations and warranties with respect to Tax matters of Diamond and its Subsidiaries.

 

Section
3.14    Labor Matters.

 

(a)       Diamond
and the Diamond Subsidiaries are in compliance with all applicable Laws of the United States, or of any state or local government
or any subdivision thereof or of any foreign government (including the Republic of the Marshall Islands) respecting employment
and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including but
not limited to the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting
employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative
action, workers’ compensation, labor relations, employee leave issues, wage and hour standards, classification of workers,
occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to be
in compliance has not had, or would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse
Effect.

 

(b)       Neither
Diamond nor any Diamond Subsidiary is a party to or bound by any collective bargaining agreement or relationship with any labor
organization in the United States in the United States or any works council or employee representative body outside of the United
States.

 

(c)       There
is no unfair labor practice charge pending or, to the knowledge of Diamond, threatened which if determined adversely to Diamond
or any of its Subsidiaries would reasonably be expected to have a Diamond Material Adverse Effect. Neither Diamond nor any Diamond
Subsidiary is subject to a pending or, to the knowledge of Diamond, threatened, labor dispute, strike, slowdown, walkout or work
stoppage, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material
Adverse Effect, nor has Diamond or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work
stoppage in the past three (3) years. Other than as set forth in Section 3.14(c) of the Diamond Disclosure Letter, to the
knowledge of Diamond, there are no organizational campaigns, petitions or other activities or proceedings of any labor union,
workers’ council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise
attempting to represent, any of the employees of Diamond or any of its Subsidiaries or to compel Diamond or any of its Subsidiaries
to bargain with any such labor union, works council or labor organization presently being made or threatened, there are no organizational
efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of
Diamond or any of its Subsidiaries, except for those the formation of which has not had and would not reasonably be expected to
have, individually or in the aggregate, a Diamond Material Adverse Effect.

(d)       The
transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions
or similar labor organizations with respect to employees of Diamond or any of its Subsidiaries, except for where the failure to
obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, individually
or in the aggregate, a Diamond Material Adverse Effect.

 

(e)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, the businesses
of Diamond and each Diamond Subsidiary are being conducted in compliance with all applicable Laws pertaining to the privacy, data
protection and information security of employee information.

 

Section
3.15     Intellectual Property.

 

(a)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, Section 3.15(a)
of the Diamond Disclosure Letter sets forth a true and complete list of the following Diamond Intellectual Property: (i) all
Intellectual Property that has been registered, issued or filed with or by any Governmental Entity or quasi-public legal authority
or by a domain name registrar, or any applications for any of the foregoing (“Diamond Registered Intellectual Property”);
and (ii) material unregistered Trademarks or material unregistered proprietary Software, in each case, that constitute Diamond
Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material
Adverse Effect, with respect to each item of the Diamond Registered Intellectual Property, all necessary registration, maintenance
and renewal fees have been paid, and all necessary documents and certificates have been filed with the United States Patent and
Trademark Office or equivalent authority or registrar anywhere in the world, as the case may be, for the purposes of maintaining,
and perfecting Diamond’s or the applicable Diamond Subsidiary’s ownership of, such Diamond Registered Intellectual
Property;

 

(b)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, (i) Diamond
or a Diamond Subsidiary owns or otherwise possesses valid rights to use, and immediately after Closing will own or otherwise possess
valid rights to use, all Intellectual Property and IT Systems used in the operation of their respective businesses as currently
conducted free and clear of all Liens other than Permitted Liens; (ii) to the knowledge of Diamond, each item of registered or
issued Diamond Registered Intellectual Property is subsisting, valid and enforceable. Diamond or a Diamond Subsidiary exclusively
owns the Diamond Intellectual Property, in each case, free and clear of all Liens other than Permitted Liens; (iii) there are
no pending or, to the knowledge of Diamond, threatened claims, actions or proceedings against Diamond or its Subsidiaries by any
Person (A) alleging infringement, misappropriation or other violations by Diamond or its Subsidiaries of any third party’s
Intellectual Property or (B) challenging the ownership, validity or enforceability of any Diamond Intellectual Property; and (iv)
to the knowledge of Diamond, (x) the conduct of the businesses of Diamond and its Subsidiaries, in the past six (6) years has
not infringed, misappropriated or otherwise violated, and as of the Closing does not infringe, misappropriate or otherwise violate,
any third party’s Intellectual Property and (y) no third party is infringing, misappropriating or violating any Diamond
Intellectual Property;

(c)       Diamond
and the Diamond Subsidiaries have taken commercially reasonable efforts to protect the confidentiality of Diamond’s and
the Diamond Subsidiaries’ material Trade Secrets and any Trade Secrets provided to Diamond or the Diamond Subsidiaries under
conditions of confidentiality; and

 

(d)       Diamond
and the Diamond Subsidiaries have obtained valid written assignments from all of the current and former consultants, independent
contractors and employees who contributed to the creation or development of any material Intellectual Property for or on behalf
of Diamond or the Diamond Subsidiaries that validly assign to Diamond or the Diamond Subsidiaries all rights, title and interest
in and to any such Intellectual Property that Diamond or the Diamond Subsidiaries do not already own by operation of Law.

 

Section
3.16    
Data Privacy and
Cybersecurity
. Except for those matters that have not had and would not reasonably be expected to have, individually or in
the aggregate, a Diamond Material Adverse Effect:

 

(a)       Diamond
and the Diamond Subsidiaries are in compliance with all applicable Privacy Laws and contractual obligations relating to data protection
or information security. Diamond and the Diamond Subsidiaries have not received any written notice of any claims, investigations,
or alleged violations of, or been charged with, violation of any Privacy Laws.

 

(b)       Diamond
and the Diamond Subsidiaries have implemented commercially reasonable administrative, physical, organizational, and technical
safeguards, including disaster recovery and incident response plans, (i) to protect the integrity, continuous operation and security
of the information technology systems (including hardware, computers, Software, networks, systems, servers, and network, telecommunications,
and peripheral devices, equipment, assets, systems and services) (collectively, “IT Systems”) owned, leased
or otherwise controlled by Diamond and the Diamond Subsidiaries (“Diamond IT Systems”), and (ii) to protect
the confidentiality, integrity, and availability of all Trade Secrets and the data (including Personal Information, business proprietary,
and sensitive information) stored therein.

 

(c)       To
the knowledge of Diamond, in the past three (3) years and as of the Closing Date, there has been no misuse, unauthorized intrusion
or breach of the security of any Diamond IT Systems, nor any breach, loss, theft, or unauthorized or unlawful corruption, access
to or Processing, or the rendering unavailable or not accessible (including through a ransomware attack) of Trade Secrets or data
(including Personal Information, business proprietary, and sensitive information) Processed by or on behalf of Diamond or any
Diamond Subsidiary. Nor has Diamond or any Diamond Subsidiary notified, or been required by applicable Privacy Law, regulation,
or contract to notify in writing, any person or entity of any personal data or information security-related incident.

(d)       To
the knowledge of Diamond, the integrity and availability of the Diamond IT Systems have not been compromised and the Diamond IT
Systems have not malfunctioned or failed during the past three (3) years and do not contain any undisclosed disabling codes or
instructions, “time bombs”, “Trojan horses”, “back doors”, “trap doors”, “worms”,
viruses, bugs, faults or other Software routines that could (i) significantly disrupt or adversely affect the operation of the
businesses or the functionality of any Diamond IT Systems or (ii) enable or assist any Person to access, without authorization,
any Diamond IT Systems or the Trade Secrets or data (including Personal Information, business proprietary, and sensitive information)
stored therein.

 

Section
3.17    Real Property; Tangible Property.

 

(a)       Neither
Diamond nor the Diamond Subsidiaries (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase
any real property.

 

(b)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, (i) each material
lease, sublease and other agreement (each, a “Diamond Lease”) under which Diamond or any of its Subsidiaries
uses or occupies or has the right to use or occupy any real property at which the operations of Diamond and its Subsidiaries are
conducted as of the date hereof (the “Diamond Leased Real Property”), is valid, binding and in full force and
effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Diamond or, if applicable, its Subsidiary
or, to the knowledge of Diamond, the landlord thereunder exists with respect to any Diamond Lease and (iii) neither the execution
and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or
both, give rise to any right of the landlord or any other Person under any Diamond Lease. A true, complete and correct copy of
each Diamond Lease has been made available to Seaways and a list thereof is set forth on Section 3.17(b) of the Diamond
Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse
Effect, the buildings, structures and systems occupied by Diamond on the Diamond Leased Real Property are structurally sound,
in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the
current uses to which they are being put by Diamond and its Subsidiaries. Except as would not reasonably be expected to have,
individually or in the aggregate, a Diamond Material Adverse Effect, Diamond and each of its Subsidiaries has a good and valid
leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Diamond Lease, the Diamond
Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the
aggregate, reasonably be expected to have a Diamond Material Adverse Effect, there are no condemnation proceedings pending or,
to the knowledge of Diamond, threatened with respect to any Diamond Leased Real Property.

(c)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, Diamond or a
Diamond Subsidiary is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets,
valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Diamond
and the Diamond Subsidiaries, including the Diamond Vessels, free and clear of any Liens, except Permitted Liens. The material
tangible personal property currently used in the operation of the businesses of Diamond and the Diamond Subsidiaries is in good
working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had
and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect.

 

Section
3.18    
Maritime Matters.

 

(a)       Section
3.18(a)
of the Diamond Disclosure Letter sets forth a true, correct and complete list of the vessels owned by Diamond or a
Diamond Subsidiary (the vessels required to be scheduled thereon, the “Diamond Vessels”), including its name,
registered owner, time charter attached to it as of the date hereof (if applicable), its manager, International Maritime Organization
number, flag, IMO number, type, date of the delivery, shipbuilder, depth, capacity (gross tonnage or deadweight tonnage, as specified
therein), net tonnage, the pool in which entered (if applicable) and class. Each Diamond Vessel is, in all material respects,
lawfully documented and registered in the name of its registered owner under the Laws where such vessel is registered and each
such vessel and owner of such vessel complies in all material respects with all applicable Laws to which such vessel may be registered.

 

(b)       Each
Diamond Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in
compliance would not have a Diamond Material Adverse Effect. Diamond or its applicable Subsidiary is qualified to own and operate
the Diamond Vessels under applicable Laws, including the Laws of each Diamond Vessel’s flag state, except where such failure
to be qualified would not have a Diamond Material Adverse Effect.

 

(c)       Except
as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect,
(i) each Diamond Vessel (A) is duly registered under the flag set forth in Section 3.18(a) of the Diamond Disclosure Letter,
(B) is seaworthy and maintained in class, (C) has all national and international operating and trading certificates and endorsements
(for the avoidance of doubt such certificates and endorsements may be extended due to delays in the ordinary course as a result
of trading patterns, surveyor availability, COVID-19 Measures, drydock availability and/or similar operational matters), that
are required for the operation of such Diamond Vessel in the trades and geographic areas in which it is operated, each of which
is valid, and (D) has been classed by a classification society that is a member of the International Association of Classification
Societies, and is fully in class with no significant material recommendations or notations, and (ii) no event has occurred and
no condition exists that would cause any Diamond Vessel’s classification society to be suspended or withdrawn and all events
and conditions that are required to be reported as to the class have been disclosed and reported to such Diamond Vessel’s
classification society.

 

(d)       Except
as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect,
(i) there has not been any incident on or with respect to any Diamond Vessel since the date of its most recent Inspection or,
with respect to any Diamond Vessel which has not been inspected, since the date of this Agreement and (ii) the Diamond Vessels
are in substantially the same condition as at the date of their respective Inspection or the date of this Agreement, subject to
fair wear and tear.

(e)       Prior
to the date hereof, Diamond has made available to Seaways or its Representatives, true, correct and complete copies of recent
class, port state control or flag inspection reports related to each Diamond Vessel.

 

Section
3.19    Opinion of Financial Advisor. The Diamond Board of Directors has received the opinion of Moelis &
Company LLC, as to, as of the date of such opinion, and subject to the assumptions made, matters considered and limits and qualifications
on the review undertaken set forth therein, the fairness, from a financial point of view, of the Exchange Ratio to the shareholders
(other than Seaways and its affiliates) of Diamond pursuant to this Agreement. Diamond shall, promptly following the execution
of this Agreement by the Parties, furnish an accurate and complete copy of such opinion to Seaways solely for informational purposes
(it being understood and agreed that such written opinion is for the benefit of the Diamond Board of Directors and may not be
relied upon by Seaways or Merger Sub).

 

Section
3.20    Required Vote; Takeover Statutes.

 

(a)       The
Diamond Shareholder Approval is the only vote or consent of holders of securities of Diamond required to adopt this Agreement
and to consummate the Transactions.

 

(b)       To
the knowledge of Diamond, no Takeover Statute is applicable to the Transactions.

 

Section
3.21    Material Contracts.

 

(a)       Except
for this Agreement and the Termination Agreements, Section 3.21 of the Diamond Disclosure Letter contains a complete and
correct list, as of the date of this Agreement, of each Contract described below in this Section 3.21(a) under which Diamond
or any Diamond Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether
contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this
Agreement (all Contracts of the type described in this Section 3.21(a) being referred to herein as the “Diamond
Material Contracts
”):

 

(i)       
 (A) any joint venture, partnership or other similar Contract relating to the formation,
creation, operation, management or control of any joint venture, partnership or limited liability company or any research and
development project Contract, and (B) any shareholders, investors rights, registration rights or similar agreement or
arrangement with or relating to the Diamond Subsidiaries;

 

(ii)       any
Contract that (A) provides for the acquisition or divestiture of any vessel or any other material asset, including any Diamond
Vessel (other than acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger,
sale of stock, sale of assets or otherwise) and (B) contains outstanding obligations that are material to Diamond and its Subsidiaries,
taken as a whole;

(iii)       any
Contract (excluding non-exclusive licenses for uncustomized, commercially available “off the shelf” Software or IT
Systems (in each case, in object code form, if applicable) licensed pursuant to standard terms and conditions) under which Diamond
or any Diamond Subsidiary is granted any license or other rights with respect to any Intellectual Property or IT Systems of a
third party (including by means of covenants not to sue or software-as-a-service agreements), which Contract or Intellectual Property
is material to Diamond or the Diamond Subsidiaries;

 

(iv)       any
Contract under which Diamond or any Diamond Subsidiary has granted to a third party any license or other rights with respect to
any Diamond Intellectual Property (including by means of covenants not to sue), which Contract or Intellectual Property is material
to Diamond or the Diamond Subsidiaries
(excluding non-exclusive licenses granted in the ordinary course of business (A)
to customers or (B) to service providers for use for the benefit of Diamond or the Diamond Subsidiaries);

 

(v)    
   any Contract with any Governmental Entity;

 

(vi)       each
Contract that (A) limits in any material respect the freedom of Diamond or any of its affiliates to solicit any client or customer,
or to compete in any line of business or geographic region, or with any Person, including any Contract (1) that requires Diamond
and its affiliates to work exclusively or preferentially with any Person in any line of business or geographic region, (2) which
by its terms would so limit the freedom of Seaways and its affiliates after the Effective Time or (3) contains a “most favored
nation” provision in favor the other party or (B) is a requirements or “take or pay” Contract or (C) requires
Diamond to purchase a minimum amount of a particular product from a supplier, in the case of clauses (B) and (C) that is material
to Diamond and its Subsidiaries, taken as a whole;

 

(vii)      any
Contract with (A) any Person that, by itself or together with its affiliates or those acting in concert with it, beneficially
owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of the Diamond Shares, including the Diamond
Principal Shareholders or (B) any affiliates of Diamond (other than Diamond Subsidiaries);

 

(viii)   
 all material Contracts, obligations or commitments (w) with change of control
provisions that are triggered, (x) that otherwise require consent, (y) grant a right to terminate, accelerate or otherwise
amend the terms of an existing or contemplated Contract, or (z) that result in any payment becoming due from Diamond or a
Diamond Subsidiary, in each case, as a result of the Transactions;

 

(ix)       any
shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to Diamond;

(x)    
   any Contract involving the settlement of any claim, action or proceeding or
threatened claim, action or proceeding (or series of related, claims actions or proceedings) (A) which (x) will involve
payments after the date hereof, or involved payments, in excess of $1,000,000 or (y) will impose, or imposed, monitoring or
reporting obligations to any other Person outside the ordinary course of business or material restrictions on Diamond or any
Diamond Subsidiary (including any restrictions on exploitation of Diamond Intellectual Property) or (B) with respect to which
material conditions precedent to the settlement have not been satisfied;

 

(xi)       (A)
any loan Contracts, notes, letters of credit and other evidences of Indebtedness in excess of $1,000,000, (B) any mortgages, pledges
and other evidences of liens securing such obligations
or any material real or other property and (C) any guarantees supporting
such obligations and financing Contracts including change of control provisions, other than Contracts
solely among Diamond and any wholly owned Diamond Subsidiary;

 

(xii)       any
Contract that relates to the time or bareboat chartering (including time charters, bareboat charters or similar agreements with
Governmental Entities), management (technical and/or commercial), crewing, operation, stacking, finance leasing (including sale/leaseback
or similar arrangements) or pooling of any Diamond Vessel that has resulted in payments to or by Diamond or any Diamond Subsidiary
of more than $2,000,000 in the aggregate for the prior fiscal year;

 

(xiii)      any
ship-sales, memorandum of agreement or other vessel acquisition Contract entered into since January 1, 2020 other than with respect
to the Diamond Vessels and any Contract entered into since January 1, 2020 with respect to Newbuildings and the financing thereof,
including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services
agreements;

 

(xiv)     any
Contract relating to operations of, management of or provision of services to the
DASM Joint Venture or the Norden Product
Pool;

 

(xv)      any
Contract with a Diamond Material Supplier;

 

(xvi)     any
Contract pursuant to which Diamond or any Diamond Subsidiary spent or received, in the aggregate, more than $2,000,000 during
the 12 months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $2,000,000
during the 12 months immediately after the date hereof (including any Contract relating to any future capital expenditures by
Diamond or any of its Subsidiaries and excluding any voyage charters); and

 

(xvii)    any
Contract not otherwise described in any other subsection of this Section 3.21(a) that would constitute a “material
contract” (as such term is defined in Item 601(b) of Regulation S-K of the SEC) with respect to Diamond.

(b)       Diamond
has provided to Seaways prior to the date of this Agreement a true, correct and complete copy of each written Diamond Material
Contract as in effect on the date of this Agreement. Neither Diamond nor any Diamond Subsidiary is in breach of or default under
the terms of any Diamond Material Contract where such breach or default has had or would reasonably be expected to have, individually
or in the aggregate, a Diamond Material Adverse Effect. To the knowledge of Diamond, as of the date hereof, no other party to
any Diamond Material Contract is in, or is alleged to be in, breach of or default under the terms of any Diamond Material Contract
where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Diamond Material
Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse
Effect, each Diamond Material Contract is a valid and binding obligation of Diamond or the Diamond Subsidiary which is party thereto
and, to the knowledge of Diamond, of each other party thereto, and is in full force and effect, subject to the Enforceability
Exceptions. There are no material disputes pending or, to the knowledge of Diamond, threatened with respect to any Diamond Material
Contract and neither Diamond nor any Diamond Subsidiary has received any written notice of the intention of any other party to
a Diamond Material Contract to terminate for default, convenience or not renew any Diamond Material Contract, nor to the knowledge
of Diamond, is any such party threatening to do so.

 

Section
3.22    Insurance. Except as has not had and would not reasonably be expected to have, individually
or in the aggregate, a Diamond Material Adverse Effect, (a) all current, material insurance policies (or replacements thereof)
and Contracts of Diamond and its Subsidiaries are in full force and effect and are valid and enforceable and cover against the
risks as are customary in all material respects for companies of similar size in the same or similar lines of business and as
required by applicable Law and the Diamond Material Contracts and (b) all premiums due thereunder have been timely paid. Neither
Diamond nor any of its Subsidiaries has received notice of cancellation or termination with respect to any material third party
insurance policies or Contracts (other than in connection with normal renewals of any such insurance policies or Contracts) where
such cancellation or termination has had or would reasonably be expected to have, individually or in the aggregate, a Diamond
Material Adverse Effect.

 

Section
3.23    Finders and Brokers. Neither Diamond nor any Diamond Subsidiary has employed, nor has any Person
employed on behalf of Diamond or a Diamond Subsidiary, any investment banker, broker, finder or similar Person in connection with
the Transactions, other than as set forth in Section 3.23 of the Diamond Disclosure Letter, who might be entitled to any
fee, commission or other payment in connection with or upon consummation of the Merger. Diamond has made available to Seaways
a true, correct and complete copy of any engagement letter or other Contract between Diamond or any Diamond Subsidiary and each
of the Persons set forth in Section 3.23 of the Diamond Disclosure Letter relating to any of the Transactions.

Section
3.24    FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate,
have not had and would not reasonably be expected to have a Diamond Material Adverse Effect:

 

(a)       in
the last five (5) years, neither Diamond nor any Diamond Subsidiary, nor any director, officer, manager or employee (when acting
in their role as director, officer, manager or employee) of Diamond or any Diamond Subsidiary, or, to Diamond’s knowledge,
any of its agents, representatives, contractors, sales intermediaries or other third party, in each case, acting on behalf of
Diamond or any Diamond Subsidiary, has violated, conspired to violate, or aided and abetted the violation of the FCPA or made
a material violation of any other applicable Bribery Legislation (in each case to the extent applicable);

 

(b)       neither
Diamond nor any Diamond Subsidiary, nor any director, officer, manager or employee of Diamond or any Diamond Subsidiary, are,
or in the past five (5) years have been, subject to any actual, pending, or, to Diamond’s knowledge, threatened civil, criminal
or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters,
settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Diamond or any Diamond
Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA;

 

(c)       in
the last five (5) years, Diamond and each Diamond Subsidiary has made and kept books and records, accounts and other records,
which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Diamond and each
Diamond Subsidiary as required by applicable Bribery Legislation in all material respects;

 

(d)       Diamond
and each Diamond Subsidiary has instituted policies and procedures reasonably designed to promote compliance with the FCPA and
other applicable Bribery Legislation and maintain such policies and procedures in force; and

 

(e)       no
officer or director of Diamond or any Diamond Subsidiary is a Government Official.

 

Section
3.25     Sanctions. None of Diamond or any Diamond Subsidiary, nor any of their respective directors,
officers or employees, nor, to the knowledge of Diamond, any of their respective agents, managers or other third parties that
act for or on behalf of Diamond or any Diamond Subsidiary is a Sanctioned Person. Except for those matters, which individually
or in the aggregate have not had and would not reasonably be expected to have a Diamond Material Adverse Effect, none of Diamond
or any Diamond Subsidiary, nor any of their respective directors, officers or employees (in the case of directors, officers or
employees, when acting for or on behalf of Diamond or any Diamond Subsidiary) or, to the knowledge of Diamond or any Diamond Subsidiary,
their respective agents, managers and other third parties when acting for or on behalf of Diamond of any Diamond Subsidiary (a)
has in the past five (5) years engaged in or has any plan or commitment to engage in direct or indirect dealings with any Sanctioned
Person or in any Sanctioned Country in violation of applicable Sanctions Law or (b) has in the past five (5) years violated, or
knowingly engaged in any conduct that would reasonably be expected to result in Diamond or any Diamond Subsidiary being designated
as a Sanctioned Person, or (c) has been the subject of an investigation or allegation of such a violation.

Section
3.26
    Suppliers.
Section 3.26 of the Diamond Disclosure Letter sets forth a correct and complete list of the Diamond Material Suppliers.
Except as would not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse Effect, since
December 31, 2020, (i) there has been no written or, to the knowledge of Diamond, oral notice of termination of the business relationship
of Diamond or the Diamond Subsidiary with any Diamond Material Supplier given to or received from any such Diamond Material Supplier,
(ii) there has been no material change in the pricing or other material terms of its business relationship with any Diamond Material
Supplier in any material respect adverse to Diamond or the Diamond Subsidiaries, including any inability of a Diamond Material
Supplier to provide materials to Diamond, and (iii) no Diamond Material Supplier has notified Diamond or any Diamond Subsidiary
that it intends to terminate or change the pricing or other material terms of its business in any material respect adverse to
Diamond or the Diamond Subsidiaries, including as a result of a force majeure event or bankruptcy.

 

Section
3.27
    Affiliate Transactions.
Except for directors’ and employment-related Diamond Material Contracts filed or incorporated by reference as an exhibit
to a Diamond SEC Document, as of the date hereof, no executive officer or director of Diamond or shareholder of five percent (5%)
or more of the Diamond Shares or any affiliate of the foregoing is a party to any Contract with or binding upon Diamond or any
Diamond Subsidiaries or any of their respective properties or assets or has any material interest in any material property owned
by Diamond or a Diamond Subsidiary or has engaged in any material transaction with any of the foregoing within the last 12 months.

 

Section
3.28    No Other Representations. Except for the representations and warranties contained in Article
IV
or in any certificates delivered by Diamond in connection with the Closing, Diamond acknowledges that neither Seaways nor
Merger Sub nor any Representative of Seaways or Merger Sub makes, and Diamond acknowledges that it has not relied upon or otherwise
been induced by, any other express or implied representation or warranty with respect to Seaways or any Seaways Subsidiary or
with respect to any other information provided or made available to Diamond in connection with the Transactions, including any
information, documents, projections, forecasts or other material made available to Diamond or to Diamond’s Representatives
in certain “data rooms” or management presentations in expectation of the Transactions.

 

Article
IV.

REPRESENTATIONS AND WARRANTIES
OF SEAWAYS AND MERGER SUB

 

Except
as disclosed in the Seaways SEC Documents filed or furnished with the SEC since December 31, 2020 (including exhibits and other
information incorporated by reference therein) and publicly available prior to the date hereof (but excluding any forward looking
disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements”
section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the corresponding
section of the disclosure letter delivered by Seaways to Diamond immediately prior to the execution of this Agreement (the “Seaways
Disclosure Letter
”) (it being agreed that disclosure of any item in any section of the Seaways Disclosure Letter shall
be deemed disclosure with respect to any other section of this Article IV to which the relevance of such item is reasonably
apparent on its face), Seaways and Merger Sub jointly and severally represent and warrant to Diamond as set forth below.

Section
4.1    Qualification, Organization, Subsidiaries, etc.

 

(a)       Each
of Seaways, Merger Sub and the Seaways Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in
good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and
authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified
to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing
or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be
so organized and validly existing (solely in the case of Seaways Subsidiaries), qualified or, where relevant, in good standing,
or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate,
a Seaways Material Adverse Effect. Seaways has filed with the SEC, prior to the date of this Agreement, correct and complete copies
of the Seaways Governing Documents as amended to the date hereof. The Seaways Governing Documents are in full force and effect
and Seaways is not in violation any provision of the Seaways Governing Documents, except as would not reasonably be expected to
be material to Seaways and the Seaways Subsidiaries, taken as a whole.

 

(b)       Seaways
has made available to Seaways a true, correct and complete copy of the Organizational Documents of each of its Subsidiaries, in
each case, as amended through and in existence on the date hereof. The Organizational Documents of the Seaways Subsidiaries are
in full force and effect and the relevant Seaways Subsidiary is not in violation of any provision of such Organizational Documents,
except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse
Effect.

 

Section
4.2    Share Capital

 

(a)       The
authorized capital stock of Seaways consists of 100,000,000 registered shares without par value (“Seaways Shares”)
and 10,000,000 registered shares of preferred stock without par value (the “Seaways Preferred Stock”). As of
March 24, 2021 (the “Seaways Capitalization Date”), (i)(A) 28,055,890 Seaways Shares were issued and outstanding,
(B) no Seaways Shares were held in treasury and (C) no Seaways Shares were held by Subsidiaries of Seaways (ii) 1,417,745 Seaways
Shares were reserved and available for issuance pursuant to the Seaways Equity Plans and (iii) no shares of Seaways Preferred
Stock were issued or outstanding or held in treasury. All of the outstanding Seaways Shares are, and all Seaways Shares reserved
for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued
in accordance with applicable Law, fully paid and non-assessable and free of pre-emptive rights.

(b)       Except
as set forth in Section 4.2(a), as of the date hereof and except for the Transactions: (i) Seaways does not have any shares
of capital stock issued or outstanding other than Seaways Shares that were outstanding on the Seaways Capitalization Date or that
have become outstanding after the Seaways Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a)
as of the Seaways Capitalization Date, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable
or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other
equity interests to which Seaways or any of Seaways’ Subsidiaries is a party, or otherwise obligating Seaways or any of
Seaways’ Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity
interests of Seaways or any Seaways Subsidiary or securities convertible into, or exchangeable for such capital stock or equity
interests (in each case other than to Seaways or a wholly owned Subsidiary of Seaways); (B) grant, extend or enter into any such
subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement, commitment
or arrangement relating to the capital stock or other equity interest of Seaways or a Seaways
Subsidiary
; (C) redeem or otherwise acquire any such capital stock or other equity interests; (D) provide a material amount
of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Seaways Subsidiary
that is not wholly owned or any other Person; (E) make any payment to any Person the value of which is derived from, or calculated
based on, the value of Seaways Shares or Seaways Preferred Stock; or (F) grant any preemptive or antidilutive or similar rights
with respect to any security issued by Seaways or any Seaways Subsidiary. Since the Seaways Capitalization Date until the date
of this Agreement, Seaways has not granted any equity or equity-based award to any of the directors, employees or independent
contractors of Seaways or any Seaways Subsidiaries. As of the date hereof, there are no declared but unpaid dividends of Seaways.

 

(c)       Section
4.2(c)
of the Seaways Disclosure Letter sets forth (i) the aggregate number of Seaways Shares that are subject to an option
to acquire Seaways Shares (“Seaways Options”) and the average weighted exercise price of such Seaways Options,
(ii) the aggregate number of Seaways Shares that are subject to performance-based Seaways RSUs (assuming maximum performance),
(iii) the aggregate number of Seaways Shares that are subject to time-based Seaways RSUs, (iv) the aggregate number of Seaways
Restricted Shares (such schedule, the “Seaways Equity Schedule”), in each case as of the Seaways Capitalization
Date. Seaways shall provide Diamond with an updated Seaways Equity Schedule within three (3) business days prior to the Closing
to reflect any changes occurring between the Seaways Capitalization Date and the applicable date of delivery. From the Seaways
Capitalization Date through the date of this Agreement, Seaways has not granted, entered into an agreement to grant, or otherwise
committed to grant any Seaways Equity Awards or other equity or equity-based awards that may be settled in Seaways Shares.

 

(d)       Section
4.2(d)
of the Seaways Disclosure Letter sets forth as of the Seaways Capitalization Date a list of each outstanding Seaways
Equity Award granted under the Seaways Equity Plans and (i) the name of the holder of such Seaways Equity Award, (ii) the number
of Seaways Shares subject to such outstanding Seaways Equity Award, (iii) the exercise price, purchase price or similar pricing
of such Seaways Equity Award, (iv) the date on which such Seaways Equity Award was granted or issued, (v) the applicable vesting
schedule, and the extent to which such Seaways Equity Award (A) is vested and exercisable as of the Seaways Capitalization Date
and (B) would vest as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any
additional or subsequent events), and (vi) with respect to Seaways Options, the date on which such Seaways Option expires. With
respect to each grant of Seaways Equity Awards, in all material respects, (1) each such grant was made in accordance with the
terms of the applicable Seaways Equity Plan and all other applicable Laws, including the rules of the NYSE, (2) each such grant
was properly accounted for in accordance with GAAP in the Seaways SEC Documents (including financial statements) and all other
applicable Laws, (3) each Seaways Option has an exercise price per Seaways Share equal to or greater than the fair market value
of a Seaways Share on the date of such grant, (4) each Seaways Option has a grant date which was approved by the Seaways Board
of Directors, the Compensation Committee of the Seaways Board of Directors, or Seaways’ Chief Executive Officer under authority
from the Compensation Committee no later than the grant date, (5) each Seaways Equity Award qualifies for the Tax treatment afforded
to such award in Seaways’ Tax Returns and all Seaways SEC Documents, respectively, and (6) each Seaways Equity Award does
not trigger any liability for the holder thereof under Section 409A of the Code or any similar provision in any other Tax jurisdiction.

(e)       Neither
Seaways nor any Seaways Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which
have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders
of Seaways or any Seaways Subsidiary on any matter.

 

(f)       There
are no voting trusts or other agreements or understandings to which Seaways or any Seaways Subsidiary is a party with respect
to the voting or registrations of the capital stock or other equity interests of Seaways or any Seaways Subsidiary.

 

(g)       All
the issued and outstanding shares of capital stock of, or other equity interests in, each Seaways Subsidiary are duly authorized,
have been validly issued in compliance with applicable Law and are fully paid and non-assessable and are wholly owned, directly
or indirectly, by Seaways free and clear of all Liens, including preemptive rights, other than Permitted Liens. Section 4.2(g)
of the Seaways Disclosure Letter sets forth true, correct and complete list of all Seaways Subsidiaries as of the date of
this Agreement, including the capitalization of each such Seaways Subsidiary that is not directly or indirectly wholly-owned by
Seaways and the Person that owns the equity interests in each Seaways Subsidiary. Except for equity interests in the Seaways Subsidiaries,
neither Seaways nor any Seaways Subsidiary owns, directly or indirectly, any equity interest in any Person (or any security or
other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person).
Neither Seaways nor any Seaways Subsidiary has any obligation to acquire any equity interest, security, right, agreement or commitment
or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

 

Section
4.3    Corporate Authority Relative to this Agreement; No Violation.

 

(a)       Seaways
and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Diamond Voting and Support
Agreements and, assuming the Seaways Shareholder Approval is obtained, to perform its obligations hereunder and to consummate
the Transactions, including the Merger. The execution, delivery and performance by Seaways and Merger Sub of this Agreement and
the Diamond Voting and Support Agreements and the consummation of the Transactions have been duly and validly authorized by the
Seaways Board of Directors and, except for the filing of the Articles of Merger with the Registrar or Deputy Registrar of Corporations
of the Republic of the Marshall Islands, no other corporate proceedings on the part of Seaways or any Seaways Subsidiary are necessary
to authorize the consummation of the Transactions, other than, with respect to the Seaways Share Issuance, obtaining the Seaways
Shareholder Approval. Prior to the execution of this Agreement, the Seaways Board of Directors has unanimously
adopted
resolutions (A) declaring that this Agreement and consummation of the Transactions, including the Merger, are advisable and fair
to, and in the best interests of Seaways and its shareholders, (B) approving this Agreement and the Transactions, including the
Merger, (C) authorizing the execution, delivery and performance of this Agreement, (D) directing that the Seaways Share Issuance
be submitted for consideration at the Seaways Special Meeting, (E) making the Seaways Board Recommendation and (F) approving the
inclusion of the Seaways Board Recommendation in the Proxy Statement/ Prospectus, in each case,
subject to Section 5.4. Seaways, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting
this Agreement, such written consent by its terms to become effective immediately following the execution of this Agreement and
the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorizing
the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by
Seaways and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Diamond, constitutes the valid
and binding agreement of Seaways and Merger Sub, enforceable against Seaways and Merger Sub in accordance with its terms, subject
to the Enforceability Exceptions. The Diamond Voting and Support Agreements have been duly and validly executed and delivered
by Seaways and, assuming the Diamond Voting and Support Agreements constitute the valid and binding agreement of the other parties
thereto, constitutes the valid and binding agreement of Seaways, enforceable against Seaways in accordance with their respective
terms, subject to the Enforceability Exceptions

(b)       Other
than in connection with or in compliance with (i) the provisions of the BCA, (ii) the Securities Act, (iii) the Exchange Act,
(iv) the HSR Act, (v) any applicable requirements of the NYSE, (vi) the filing of the Articles of Merger with the Registrar or
Deputy Registrar of Corporations of the Republic of the Marshall Islands and (vii) such filings and approvals as are required
to be made or obtained under the securities or “blue sky”
Laws
and the rules and regulations thereunder in connection with the issuance of the Seaways Shares in the Merger,
no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the
consummation by Seaways and Merger Sub of the Transactions, except for (A) such authorizations, consents, approvals or filings
that, if not obtained or made, has not had and would not reasonably be expected to have, individually or in the aggregate, a Seaways
Material Adverse Effect and (B) as may arise as a results of facts or circumstances relating to Diamond or its affiliates or Laws
or Contracts binding Diamond or its affiliates.

 

(c)       The
execution and delivery by Seaways and Merger Sub of this Agreement and the Diamond Voting and Support Agreements do not, and,
except as described in Section 4.3(b), the consummation of the Transactions and compliance with the provisions hereof will
not (i) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both)
under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation
or to the loss of a material benefit under any Seaways Material Contract, loan, guarantee of Indebtedness or credit agreement,
note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Seaways or any of Seaways’ Subsidiaries
or result in the creation of any Lien upon any of the properties, rights or assets of Seaways or any of Seaways’ Subsidiaries,
other than Permitted Liens, (ii) subject to obtaining the Seaways Shareholder Approval, conflict with or result in any violation
of any provision of the Seaways Governing Documents or the Organizational Documents of any Seaways Subsidiary or Merger Sub or
(iii) conflict with or violate any Laws applicable to Seaways or any of Seaways’ Subsidiaries or any of their respective
properties or assets, other than in the case of clauses (i), (ii) (with respect to Seaways Subsidiaries that are not Significant
Subsidiaries or Merger Sub) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation,
acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate,
a Seaways Material Adverse Effect.

Section
4.4    Reports and Financial Statements.

 

(a)       From
January 1, 2018 through the date of this Agreement, Seaways has filed or furnished all forms, documents and reports with the SEC
(such forms, documents and reports, including all exhibits, supplements and schedules thereto, the “Seaways SEC Documents”)
required to be filed or furnished prior to the date hereof by it. As of their respective dates, or, if amended, as of the date
of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date
of effectiveness and the dates of the relevant meetings, respectively), each of the Seaways SEC Documents complied in all material
respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the
applicable rules and regulations promulgated thereunder, and none of the Seaways SEC Documents contained any untrue statement
of any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. No executive officer of Seaways has failed to make the
certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act. None of the Seaways SEC Documents is,
as of the date of this Agreement and to the knowledge of Seaways, the subject of ongoing SEC review or outstanding or unresolved
comments. Seaways has, prior to the date hereof, provided Diamond or its Representatives with true, correct and complete copies
of all SEC comment letters received and response letters submitted and other correspondence between the SEC and Seaways or any
Seaways Subsidiary with respect to the Seaways SEC Documents, within the year prior to the date of this Agreement to the extent
such comment letters, response letters and correspondence are not publicly available.

 

(b)       The
consolidated financial statements (including all related notes and schedules) of Seaways and the Seaways Subsidiaries included
in the Seaways SEC Documents when filed (i) complied as to form in all material respects with the applicable accounting requirements
and the published rules and regulations of the NYSE with respect thereto in effect at the time of such filing, (ii) fairly present
in all material respects the consolidated financial position of Seaways and its consolidated Subsidiaries, as at the respective
dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’
equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements,
to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, none of which
would be material) in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated
therein or in the notes thereto) and (iii) were prepared from, and in accordance with, the books and records of Seaways and the
Seaways Subsidiaries.

Section
4.5    Internal Controls and Procedures.

 

(a)       Seaways
has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms
are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material
respects with all legal and accounting requirements applicable to Seaways and its Subsidiaries and as otherwise as required by
Rule 13a-15 under the Exchange Act. Seaways’ disclosure controls and procedures are reasonably designed to ensure that all
material information required to be disclosed by Seaways in the reports that it files or furnishes under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material
information is accumulated and communicated to Seaways’ management as appropriate to allow timely decisions regarding required
disclosure and to enable Seaways’ management to make the certifications required pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act. Seaways, each Seaways Subsidiary and each of their respective officers and directors in their capacities as
such are in material compliance with, and, since January 1, 2019, have materially complied with the applicable provisions of Sarbanes-Oxley
Act and the Exchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date
hereof, Seaways’ management has disclosed to Seaways’ auditors and the audit committee of the Seaways Board of Directors
(i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
that are reasonably likely to adversely affect in any material respect Seaways’ ability to report financial information
and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Seaways’
internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has
been disclosed to Diamond prior to the date hereof. Seaways has remediated any and all significant deficiencies and all material
weaknesses in the design or operations of its internal control over financial reporting that were reasonably likely to adversely
affect in any material respect Seaways’ ability to report financial information and were identified in Seaways’ most
recent evaluation of its internal control over financial reporting.

 

(b)       Neither
Seaways nor any Seaways Subsidiary is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance
sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or
relationship between or among Seaways or a Seaways Subsidiary, on the one hand, and any unconsolidated affiliate, including any
structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements”
(as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(c)       Seaways
has not been informed by its independent registered public accounting firm that it is required to restate, and Seaways has not
restated (and does not believe it is, nor will it be, required to restate), any financial statements contained in the Seaways
SEC Documents as a result of events known to Seaways as of the date hereof in a manner that would be material to the present or
future financial condition of Seaways and the Seaways Subsidiaries, taken as a whole.

 

Section
4.6    No Undisclosed Liabilities. Except (a) as disclosed, reflected or reserved against in Seaways’
consolidated balance sheet (or the notes thereto) as of December 31, 2020 included in the Seaways SEC Documents filed or furnished
and publicly available prior to the date hereof, (b) for liabilities incurred in the ordinary course of business since December
31, 2020, (c) as expressly permitted or contemplated by this Agreement and (d) for liabilities which have been discharged or paid
in full in the ordinary course of business, neither Seaways nor any Seaways Subsidiary has any liabilities of any nature, whether
or not accrued, contingent or otherwise, whether or not required by GAAP to be reflected on a consolidated balance sheet of Seaways
and its consolidated Subsidiaries (or in the notes thereto), other than those which, individually or in the aggregate, have not
had, and would not reasonably be expected to have a Seaways Material Adverse Effect.

 

Section
4.7    Compliance with Law; Permits.

 

(a)       Seaways
and each of the Seaways Subsidiaries is, and since January 1, 2018 has been, in compliance with and is not, and since January
1, 2018 has not been, in default under or in violation of any Laws (including Maritime Guidelines), applicable to Seaways, such
Subsidiaries or any of their respective properties or assets (including Seaways Vessels), except where such non-compliance, default
or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse
Effect. Since January 1, 2018, Seaways has complied in all material respects with the applicable listing and corporate governance
rules and regulations of the NYSE.

 

(b)       Seaways
and the Seaways Subsidiaries are, and since January 1, 2018 have been, in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals and orders of any Governmental
Entity (including those required by Maritime Guidelines) necessary for Seaways and the Seaways Subsidiaries to own, lease and
operate their properties and assets or to carry on their businesses as they are now being conducted (the “Seaways Permits”),
except where the failure to have any of the Seaways Permits
has
not had and would not reasonably be expected to have, individually or in the aggregate, a Seaways
Material Adverse Effect. All Seaways Permits are in full force and effect, except where the failure to be in full force and effect
has not had and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect.
Seaways and each Seaways Subsidiary is in compliance with all Seaways Permits, except where the failure to be in compliance
has
not had and would not reasonably be expected to have, individually or in the aggregate, a Seaways
Material Adverse Effect.

Section
4.8    Environmental Laws and Regulations. Except for those matters that have not had and would not
reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, since January 1, 2018:

 

(a)       Seaways,
each Seaways Subsidiary and each Seaways Vessel have been and are in compliance with applicable Environmental Laws and have obtained
and have been and are in compliance with all Environmental Permits necessary to conduct their respective businesses as presently
conducted. All Environmental Permits necessary to conduct the respective businesses of Seaways, each Seaways Subsidiary and each
Seaways Vessel as presently conducted are in full force and effect, and Seaways has no written notice or knowledge that such Environmental
Permits will not be renewed in the ordinary course after the Effective Time. No Governmental Entity has begun, or to the knowledge
of Seaways, threatened in writing to begin, any action to terminate, cancel or reform any Environmental Permits necessary to conduct
the respective businesses of Seaways, each Seaways Subsidiary and each Seaways Vessel as presently conducted;

 

(b)       Neither
Seaways nor any Seaways Subsidiary has received any notice, demand, request for information, citation, summons, complaint, letter
or claim alleging that Seaways or any such Seaways Subsidiary or Seaways Vessel is in violation of, or liable under, any Environmental
Law, no penalty has been assessed and there is no outstanding order, consent decree, writ, injunction or judgment issued by a
court, Governmental Entity, authority or tribunal against Seaways or any Seaways Subsidiary or otherwise with respect to any Seaways
Vessel, in each case, with respect to matters arising out of any Environmental Law. There is no claim, action, suit, proceeding,
demand, lien, investigation or request for information pending, or, to the knowledge of Seaways, threatened against Seaways or
any Seaways Subsidiary or otherwise with respect to any Seaways Vessel with respect to any matters arising out of any applicable
Environmental Law;

 

(c)       Neither
Seaways nor any Seaways Subsidiary has entered into or agreed to any order, consent decree, writ, injunction or judgment or is
subject to any order, consent decree, writ, injunction or judgment relating to compliance with Environmental Laws, Environmental
Permits or the investigation, Release, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials;

 

(d)       Neither
Seaways nor any Seaways Subsidiary has assumed, by Contract, or to the knowledge of Seaways, by operation of Law, any liability
under any Environmental Law or relating to any Hazardous Materials, and neither Seaways nor any Seaways Subsidiary is an indemnitor
in connection with any threatened or asserted claim, action, suit, proceeding, demand, lien, investigation by any third-party
indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials; and

 

(e)       Neither
Seaways nor any Seaways Subsidiary has caused, and to the knowledge of Seaways, no third party has caused, any release of a Hazardous
Material, bilge water or ballast water that could reasonably be expected to require investigation or remedial action by Seaways
or any Seaways Subsidiary under any Environmental Law.

(f)       Notwithstanding
anything to the contrary in this Agreement, the representations and warranties set forth in this Section 4.8 and in Section
4.4
, Section 4.6, Section 4.10, Section 4.12 and Section 4.21 are the sole representations and
warranties of Seaways with respect to environmental matters, including with respect to Hazardous Materials, Environmental Permits,
and any other matter relating to compliance with, or liabilities under, Environmental Laws.

 

Section
4.9    Employee Benefit Plans.

 

(a)       Section
4.9(a)
of the Seaways Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each material
Seaways Benefit Plan. With respect to each material Seaways Benefit Plan, Seaways has made available to Seaways true, correct
and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i)
the current plan document and, to the extent available, the summary plan description; (ii) the most recent audited financial statement
and actuarial valuation; (iii) all material filings and correspondence with any Governmental Entity, including any required filings
or schedules and any communications with any Governmental Entity regarding the qualified status of each such material Seaways
Benefit Plan; (iv) all material related insurance contracts which implement each such material Seaways Benefit Plan; and (v) any
documents with respect to any material Seaways Benefit Plans that are required to be prepared or filed under the applicable Laws
of a non-U.S. jurisdiction.

 

(b)       (i)
Except as has not and would not, individually or in the aggregate, reasonably be expected to have a Seaways Material Adverse Effect,
each of the Seaways Benefit Plans is and has been established, operated, maintained, funded and administered in compliance with
its terms and in accordance with applicable Laws and applicable regulatory or authoritative guidance; (ii) no Seaways Benefit
Plan is a defined benefit plan, is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or is a “multiemployer
pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at
least two of whom are not under common control, within the meaning of Section 4063 of ERISA or Section 413(c) of the Code; (iii)
no Seaways Benefit Plan provides benefits, including death or medical or other welfare benefits (whether or not insured), with
respect to current or former employees or directors of Seaways or its Subsidiaries beyond their retirement or other termination
of service, other than, and solely to the extent of, coverage mandated by applicable Law for which the cost is borne entirely
by the covered Person; (iv) no material liability has been incurred by Seaways, any of its Subsidiaries or any of their respective
Affiliates (including ERISA Affiliates) that has not been satisfied in full, and no condition exists that is likely to cause Seaways,
any of its Subsidiaries or any of their Affiliates to incur a liability thereunder or in respect thereof; (v) except as would
not, individually or in the aggregate, reasonably be expected to have a Seaways Material Adverse Effect, all contributions, reimbursements
or other amounts payable by Seaways or its Subsidiaries pursuant to each Seaways Benefit Plan in respect of current or prior plan
years have been timely paid or accrued in accordance with GAAP or applicable international accounting standards and there are
no pending, or to the knowledge of Seaways, threatened claims, actions, investigations, litigations, proceedings or audits (other
than routine claims for benefits) with respect to any of the Seaways Benefit Plans or any trusts related thereto; and (vi) neither
Seaways nor any of its Subsidiaries has any current or contingent liability or obligation as a result of at any time being treated
as a single employer under applicable Law with any other Person.

(c)       Except
as would not, individually or in the aggregate, reasonably be expected to have a Seaways Material Adverse Effect, each of the
Seaways Benefit Plans intended to be “qualified” for Tax or regulatory purposes has received a current favorable determination
letter, opinion letter or other authoritative communication from the applicable Governmental Entity as to its qualification, and
there are no existing circumstances or any events that have occurred that would adversely affect the qualified status of any such
plan or that would subject Seaways to any Tax, fine, lien, penalty or other liability.

 

(d)       Neither
the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any
other event) will (i) result in any payment (including severance, unemployment compensation, “excess parachute payment”
(within the meaning of Section 280G of the Code or any other applicable Law), forgiveness of Indebtedness or otherwise) becoming
due to any current or former director or any employee of Seaways or any Seaways Subsidiary under any Seaways Benefit Plan or otherwise,
(ii) increase any benefits or compensation otherwise payable under any Seaways Benefit Plan or (iii) result in any acceleration
of the time of payment, funding or vesting of, or result in the forfeiture of, any such benefits.

 

(e)       Each
Seaways Benefit Plan that is subject to Section 409A of the Code has been maintained and operated in documentary and operational
compliance in all material respects with Section 409A of the Code and applicable guidance thereunder. Seaways is not a party to
nor does it have any obligation under any Seaways Benefit Plan to compensate, indemnify, or reimburse any person for Taxes payable
pursuant to applicable Law, including Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the
Code.

 

(f)       Other
than the OSG Ship Management (UK) Ltd. Retirement Benefits Plan, the Merchant Navy Officers Pension Fund and the Merchant Navy
Ratings Pension Fund no Seaways Benefit Plan established or maintained in the UK provides any benefits which are not money purchase
benefits within the meaning of section 181 of the UK Pension Schemes Act 1993 and neither Seaways nor any Seaways Subsidiary nor
any connected or associated person participates in or has ever participated in any UK occupational pension plan providing any
benefits which are not money purchase benefits within that meaning. No contribution notice under section 38 of the UK Pensions
Act 2004 or financial support direction under section 43 of that Act has been issued or threatened to Seaways or any Seaways Subsidiary
and there are no circumstances in which the UK Pensions Regulator could issue such notices. No debt has become due or has been
treated as becoming due under section 75 or section 75A of the UK Pensions Act 1995 from Seaways or any Seaways Subsidiary save
where the debt has been paid, apportioned or compromised under the provisions of that Act and the relevant company has received
effective discharge from the trustees of the relevant pension scheme.

 

Section
4.10    Absence of Certain Changes or Events.

 

(a)       Since
December 31, 2020, there has not occurred any Effect that has had, or would reasonably be expected to have, individually or in
the aggregate, a Seaways Material Adverse Effect.

(b)       Since
December 31, 2020 through the date of this Agreement, (i) the business of Seaways and the Seaways Subsidiaries has been conducted
only in the ordinary course of business and (ii) neither Seaways nor any Seaways Subsidiary has taken any action that would have
constituted a breach of Section 5.2(b)(i), (ii), (iv), (ix), (xvi) or (xix) had such action been taken after the execution of
this Agreement without the prior written consent of Diamond.

 

Section
4.11    Investigation; Litigation. (a) There is no investigation or review pending (or, to the knowledge
of Seaways, threatened) by any Governmental Entity with respect to Seaways or any Seaways Subsidiary or any of their respective
properties, rights or assets, or, to the knowledge of Seaways, any of their current or former directors or executive officers,
or challenging the validity or propriety of the Transactions contemplated by this Agreement, and (b) there are no claims, actions,
suits or proceedings pending (or, to the knowledge of Seaways, threatened) against Seaways or any of Seaways’ Subsidiaries
or any of their respective properties, rights or assets, which, in the case of clause (a) or (b), would reasonably be expected
to have, individually or in the aggregate, a Seaways Material Adverse Effect. Neither Seaways nor any Seaways Subsidiary is subject
to any judgment, order, injunction, ruling or decree of a Governmental Entity which would reasonably be expected to have, individually
or in the aggregate, a Diamond Material Adverse Effect. As of the date hereof, there are no claims, actions, suits or proceedings
pending (or, to the knowledge of Seaways, threatened) that challenge or seek to prevent, enjoin, alter or materially delay, or
recover any damages or obtain any other remedy in connection with, this Agreement or the Transactions.

 

Section
4.12    Information Supplied. The information relating to Seaways and its Subsidiaries to be contained
in (or incorporated by reference in) the Proxy Statement/Prospectus and the Form S-4 or that is provided by Seaways or its Subsidiaries
for inclusion in (or incorporation by reference in) the Proxy Statement/ Prospectus will not, on the date the Proxy Statement/Prospectus
(and any amendment or supplement thereto) is first mailed to the shareholders of Diamond or the shareholders of Seaways, or at
the time the Form S-4 (and any amendment or supplement thereto) is filed and the date it is declared effective or any post-effective
amendment thereto is filed or is declared effective, or at the time of the Diamond Special Meeting (as it may be adjourned or
postponed in accordance with the terms hereof) or the Seaways Special Meeting (as it may be adjourned or postponed in accordance
with the terms hereof), contain any untrue statement of any material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were
made, not false or misleading. The Form S-4 will comply in all material respects as to form with the requirements of the Exchange
Act and the rules and regulations promulgated thereunder, and any other applicable federal securities laws. Notwithstanding the
foregoing provisions of this Section 4.12, no representation or warranty is made by Seaways or Merger Sub with respect
to information or statements made in the Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of
Seaways.

Section
4.13    Tax Matters.  (a) Except as would not, individually or
in the aggregate, reasonably be expected to have a Seaways Material Adverse Effect:

 

(i)     
  all Tax Returns that are required to be filed by or with respect to Seaways or any of its Subsidiaries have been
timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, complete
and accurate. Seaways has made available to Diamond true and correct copies of all such income or franchise Tax Returns for
the three (3) year period preceding the Closing Date;

 

(ii)    
   Seaways and its Subsidiaries have timely and properly paid all Taxes due and owing by any of them,
including any Taxes required to be withheld from amounts owing to any Person (in each case, whether or not shown on any Tax
Return), other than Taxes that are being contested in good faith through appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP on the financial statements of Seaways and its Subsidiaries, and have
complied with all reporting requirements (including maintenance of required records with respect thereto) with respect to
such payments;

 

(iii)       since
the date of Seaways’ last audited financial statements, neither Seaways nor any of its Subsidiaries has incurred liability
for Taxes outside its ordinary course of business, and the consolidated balance sheet (or the notes thereto) as of December 31,
2020 included in the Seaways SEC Documents properly reflects the accrual of the Tax liability of Seaways and its Subsidiaries
with respect to the period between the last audited financial statements and such date.

 

(iv)       neither
Seaways nor its Subsidiaries is delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or
proposed. There is not pending, or threatened in writing, any audit, examination, investigation or other proceeding with respect
to any Taxes of Seaways or any of its Subsidiaries;

 

(v)       neither
Seaways nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes, or agreed to any extension of
time with respect to a Tax assessment or deficiency;

 

(vi)       neither
Seaways nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation”
(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment
under Section 355 of the Code (or any similar provision of U.S. state, local, or non-U.S. Law) in the three (3) years prior to
the date of this Agreement;

 

(vii)      no
claim has been made in writing by a tax authority in a jurisdiction where any of Seaways or its Subsidiaries does not file Tax
Returns that such Person is or may be subject to taxation by that jurisdiction;

 

(viii)     neither
Seaways nor any of its Subsidiaries will be required to include any item of income in taxable income, or exclude any item of deduction
from taxable income, or make any adjustment under Section 481 of the Code (or any corresponding provision of U.S. state, local
or non-U.S. income Tax Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any installment
sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any corresponding provision
of U.S. state, local or non-U.S. income Tax Law), or open transaction disposition made by Seaways or any of its Subsidiaries on
or prior to the Closing Date, (B) any prepaid amount received by Seaways or any of its Subsidiaries on or prior to the Closing
Date, (C) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of U.S.
state, local or non-U.S. income Tax Law) entered into on or prior to the Closing Date, (D) any “gain recognition agreement”
or “domestic use election” (or analogous concepts under U.S. state, local or non-U.S. income Tax Law), (E) a change
in the method of accounting by Seaways or any of its Subsidiaries for a period ending prior to or including the Closing Date,
or (F) election under Section 965 of the Code (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law).
Neither Seaways nor any of its Subsidiaries has deferred, pursuant to the CARES Act or the Presidential Memorandum Deferring Payroll
Tax Obligations dated August 8, 2020, any Taxes which have not been paid;

(ix)       none
of Seaways or any of its Subsidiaries is (A) a party to any Tax allocation, sharing, indemnity, or reimbursement agreement or
arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or arrangements
that are not primarily related to Taxes), (B) is liable for Taxes of any other Person (other than Seaways and its Subsidiaries)
under Treasury Regulations Section 1.1502-6 (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law) or
as a transferee or successor or by Contract (other than any customary Tax indemnification provisions in ordinary course commercial
agreements or arrangements that are not primarily related to Taxes), or (C) has, since December 1, 2016, been a member of an affiliated,
consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than a group the common
parent of which was or is Seaways or any of its Subsidiaries;

 

(x)    
   there are no Liens for Taxes upon any property or assets of Seaways or any of its Subsidiaries, except for
the Permitted Liens; and

 

(xi)       for
U.S. federal income Tax purposes, Seaways is treated as a corporation that is not, and was not since Seaways’ taxable year
that included December 1, 2016, a “controlled foreign corporation” within the meaning of section 957 of the Code or
a “passive foreign investment company” within the meaning of Section 1297 of the Code. In addition, Seaways is not,
and will not as a result of the transactions contemplated under this Agreement become, subject to the requirements of section
7874 of the Code as an “expatriated entity”.

 

(xii)       neither
Seaways nor any of its Subsidiaries has entered into any “reportable transaction” within the meaning of U.S. Treasury
Regulations Section 1.6011-4(b) (or any similar provision of U.S. state, local or non-U.S. Law).

(b)       Neither
Seaways nor any of its Subsidiaries has knowingly taken any action or knows of any fact or circumstance that would reasonably
be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

 

(c)       Notwithstanding
anything to the contrary in this Agreement, the representations and warranties set forth in this Section 4.13, Section
4.2
and Section 4.9 are the sole representations and warranties with respect to Tax matters of Seaways and its Subsidiaries.

 

Section
4.14    Labor Matters.

 

(a)       Seaways
and the Seaways Subsidiaries are in compliance with all applicable Laws of the United States, or of any state or local government
or any subdivision thereof or of any foreign government (including the Republic of the Marshall Islands) respecting employment
and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including but
not limited to the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting
employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative
action, workers’ compensation, labor relations, employee leave issues, wage and hour standards, classification of workers,
occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to be
in compliance has not had, or would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse
Effect.

 

(b)       Neither
Seaways nor any Seaways Subsidiary is a party to or bound by any collective bargaining agreement or relationship with any labor
organization in the United States in the United States or any works council or employee representative body outside of the United
States.

 

(c)       There
is no unfair labor practice charge pending or, to the knowledge of Seaways, threatened which if determined adversely to Seaways
or any of its Subsidiaries would reasonably be expected to have a Seaways Material Adverse Effect. Neither Seaways nor any Seaways
Subsidiary is subject to a pending or, to the knowledge of Seaways, threatened, labor dispute, strike, slowdown, walkout or work
stoppage, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material
Adverse Effect, nor has Seaways or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work
stoppage in the past three (3) years. Other than as set forth in Section 4.14(c) of the Seaways Disclosure Letter, to the knowledge
of Seaways, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, workers’
council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to
represent, any of the employees of Seaways or any of its Subsidiaries or to compel Seaways or any of its Subsidiaries to bargain
with any such labor union, works council or labor organization presently being made or threatened, there are no organizational
efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of
Seaways or any of its Subsidiaries, except for those the formation of which has not had and would not reasonably be expected to
have, individually or in the aggregate, a Seaways Material Adverse Effect.

(d)       The
transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions
or similar labor organizations with respect to employees of Seaways or any of its Subsidiaries, except for where the failure to
obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, individually
or in the aggregate, a Seaways Material Adverse Effect.

 

(e)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, the businesses
of Seaways and each Seaways Subsidiary are being conducted in compliance with all applicable Laws pertaining to the privacy, data
protection and information security of employee information.

 

Section
4.15    Intellectual Property.

 

(a)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, Section 4.15(a)
of the Seaways Disclosure Letter sets forth a true and complete list of the following Seaways Intellectual Property: (i) all
Intellectual Property that has been registered, issued or filed with or by any Governmental Entity or quasi-public legal authority
or by a domain name registrar, or any applications for any of the foregoing (“Seaways Registered Intellectual Property”);
and (ii) material unregistered Trademarks or material unregistered proprietary Software, in each case, that constitute Seaways
Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material
Adverse Effect, with respect to each item of the Seaways Registered Intellectual Property, all necessary registration, maintenance
and renewal fees have been paid, and all necessary documents and certificates have been filed with the United States Patent and
Trademark Office or equivalent authority or registrar anywhere in the world, as the case may be, for the purposes of maintaining,
and perfecting Seaways’ or the applicable Seaways Subsidiary’s ownership of, such Seaways Registered Intellectual
Property;

 

(b)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, (i) Seaways
or a Seaways Subsidiary owns or otherwise possesses valid rights to use, and immediately after Closing will own or otherwise possess
valid rights to use, all Intellectual Property and IT Systems used in the operation of their respective businesses as currently
conducted free and clear of all Liens other than Permitted Liens; (ii) to the knowledge of Seaways, each item of registered or
issued Seaways Registered Intellectual Property is subsisting, valid and enforceable. Seaways or a Seaways Subsidiary exclusively
owns the Seaways Intellectual Property, in each case, free and clear of all Liens other than Permitted Liens; (iii) there are
no pending or, to the knowledge of Seaways, threatened claims, actions or proceedings against Seaways or its Subsidiaries by any
Person (A) alleging infringement, misappropriation or other violations by Seaways or its Subsidiaries of any third party’s
Intellectual Property or (B) challenging the ownership, validity or enforceability of any Seaways Intellectual Property; and (iv)
to the knowledge of Seaways, (x) the conduct of the businesses of Seaways and its Subsidiaries, in the past six (6) years has
not infringed, misappropriated or otherwise violated, and as of the Closing does not infringe, misappropriate or otherwise violate,
any third party’s Intellectual Property and (y) no third party is infringing, misappropriating or violating any Seaways
Intellectual Property;

(c)       Seaways
and the Seaways Subsidiaries have taken commercially reasonable efforts to protect the confidentiality of Seaways’ and the
Seaways Subsidiaries’ material Trade Secrets and any Trade Secrets provided to Seaways or the Seaways Subsidiaries under
conditions of confidentiality; and

 

(d)       Seaways
and the Seaways Subsidiaries have obtained valid written assignments from all of the current and former consultants, independent
contractors and employees who contributed to the creation or development of any material Intellectual Property for or on behalf
of Seaways or the Seaways Subsidiaries that validly assign to Seaways or the Seaways Subsidiaries all rights, title and interest
in and to any such Intellectual Property that Seaways or the Seaways Subsidiaries do not already own by operation of Law.

 

Section
4.16    
Data Privacy and
Cybersecurity
. Except for those matters that have not had and would not reasonably be expected to have, individually or in
the aggregate, a Seaways Material Adverse Effect:

 

(a)       Seaways
and the Seaways Subsidiaries are in compliance with all applicable Privacy Laws and contractual obligations relating to data protection
or information security. Seaways and the Seaways Subsidiaries have not received any written notice of any claims, investigations,
or alleged violations of, or been charged with, violation of any Privacy Laws.

 

(b)       Seaways
and the Seaways Subsidiaries have implemented commercially reasonable administrative, physical, organizational, and technical
safeguards, including disaster recovery and incident response plans, (i) to protect the integrity, continuous operation and security
of the IT Systems owned, leased or otherwise controlled by Seaways and the Seaways Subsidiaries (“Seaways IT Systems”),
and (ii) to protect the confidentiality, integrity, and availability of all Trade Secrets and the data (including Personal Information,
business proprietary, and sensitive information) stored therein.

 

(c)       To
the knowledge of Seaways, in the past three (3) years and as of the Closing Date, there has been no misuse, unauthorized intrusion
or breach of the security of any Seaways IT Systems, nor any breach, loss, theft, or unauthorized or unlawful corruption, access
to or Processing, or the rendering unavailable or not accessible (including through a ransomware attack) of Trade Secrets or data
(including Personal Information, business proprietary, and sensitive information) Processed by or on behalf of Seaways or any
Seaways Subsidiary. Nor has Seaways or any Seaways Subsidiary notified, or been required by applicable Privacy Law, regulation,
or contract to notify in writing, any person or entity of any personal data or information security-related incident.

 

(d)       To
the knowledge of Seaways, the integrity and availability of the Seaways IT Systems have not been compromised, and the Seaways
IT Systems have not malfunctioned or failed during the past three (3) years and do not contain any undisclosed disabling codes
or instructions, “time bombs”, “Trojan horses”, “back doors”, “trap doors”, “worms”,
viruses, bugs, faults or other Software routines that could (i) significantly disrupt or adversely affect the operation of the
businesses or the functionality of any Seaways IT Systems or (ii) enable or assist any Person to access, without authorization,
any Seaways IT Systems or the Trade Secrets or data (including Personal Information, business proprietary, and sensitive information)
stored therein.

Section
4.17    Real Property; Tangible Property.

 

(a)       Neither
Seaways nor the Seaways Subsidiaries (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase
any real property.

 

(b)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, (i) each material
lease, sublease and other agreement (each, a “Seaways Lease”) under which Seaways or any of its Subsidiaries
uses or occupies or has the right to use or occupy any real property at which the operations of Seaways and its Subsidiaries are
conducted as of the date hereof (the “Seaways Leased Real Property”), is valid, binding and in full force and
effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Seaways or, if applicable, its Subsidiary
or, to the knowledge of Seaways, the landlord thereunder exists with respect to any Seaways Lease and (iii) neither the execution
and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or
both, give rise to any right of the landlord or any other Person under any Seaways Lease. A true, complete and correct copy of
each Seaways Lease has been made available to Diamond and a list thereof is set forth on Section 4.17(b) of the Diamond
Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Seaways Material Adverse
Effect, the buildings, structures and systems occupied by Seaways on the Seaways Leased Real Property are structurally sound,
in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the
current uses to which they are being put by Seaways and its Subsidiaries. Except as would not reasonably be expected to have,
individually or in the aggregate, a Seaways Material Adverse Effect, Seaways and each of its Subsidiaries has a good and valid
leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Seaways Lease, the Seaways
Leased Real Property, free and clear of all Liens, except for Permitted Liens. Except as would not, individually or in the aggregate,
reasonably be expected to have a Seaways Material Adverse Effect, t
here
are no condemnation proceedings pending or, to the knowledge of Seaways, threatened with respect to any Seaways Leased Real Property.

 

(c)       Except
as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, Seaways or a
Seaways Subsidiary is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets,
valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Seaways
and the Seaways Subsidiaries, including the Seaways Vessels, free and clear of any Liens, except Permitted Liens. The material
tangible personal property currently used in the operation of the businesses of Seaways and the Seaways Subsidiaries is in good
working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had
and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect.

Section
4.18    
Maritime Matters.

 

(a)       Section
4.18(a)
of the Seaways Disclosure Letter sets forth a true, correct and complete list of the vessels owned by Seaways or a
Seaways Subsidiary (the vessels required to be scheduled thereon, the “Seaways Vessels”), including its name,
registered owner, time charter attached to it as of the date hereof (if applicable), its manager, International Maritime Organization
number, flag, IMO number, type, date of the delivery, shipbuilder, depth, capacity (gross tonnage or deadweight tonnage, as specified
therein), net tonnage, the pool in which entered (if applicable) and class. Each Seaways Vessel is lawfully documented and registered,
in all material respects, in the name of its registered owner under the Laws where such vessel is registered and each such vessel
and owner of such vessel complies in all material respects with all applicable Laws to which such vessel may be registered.

 

(b)       Each
Seaways Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in
compliance would not have a Seaways Material Adverse Effect. Seaways or its applicable Subsidiary is qualified to own and operate
the Seaways Vessels under applicable Laws, including the Laws of each Seaways Vessel’s flag state, except where such failure
to be qualified would not have a Seaways Material Adverse Effect.

 

(c)       Except
as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect,
(i) each Seaways Vessel (A) is duly registered under the flag set forth in Section 4.18(a) of the Seaways Disclosure Letter,
(B) is seaworthy and maintained in class, (C) has all national and international operating and trading certificates and endorsements
(for the avoidance of doubt such certificates and endorsements may be extended due to delays in the ordinary course as a result
of trading patterns, surveyor availability, COVID-19 Measures, drydock availability and/or similar operational matters), that
are required for the operation of such Diamond Vessel in the trades and geographic areas in which it is operated, each of which
is valid, and (D) has been classed by a classification society that is a member of the International Association of Classification
Societies, and is fully in class with no significant material recommendations or notations and (ii) no event has occurred and
no condition exists that would cause any Seaways Vessel’s classification society to be suspended or withdrawn and all events
and conditions that are required to be reported as to the class have been disclosed and reported to such Seaways Vessel’s
classification society.

 

(d)       Except
as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect,
(i) there has not been any incident on or with respect to any Seaways Vessel since the date of its most recent Inspection or,
with respect to any Seaways Vessel which has not been inspected, since the date of this Agreement and (ii) the Seaways Vessels
are in substantially the same condition as at the date of their respective Inspection or the date of this Agreement, subject to
fair wear and tear.

 

(e)       Prior
to the date hereof, Seaways has made available to Diamond or its Representatives true, correct and complete copies of recent class,
port state control or flag inspection reports related to each Seaways Vessel.

Section
4.19    Opinion of Financial Advisor. The Seaways Board of Directors has received the opinion of Jefferies
LLC, dated as of the date of this Agreement, and subject to the assumptions made, matters considered and limits and qualifications
on the review undertaken set forth therein, as to the fairness, from a financial point of view, of the Exchange Ratio to Seaways
pursuant to this Agreement. Seaways shall, promptly following the execution of this Agreement by the Parties, furnish an accurate
and complete copy of such opinion to Diamond solely for informational purposes (it being understood and agreed that such written
opinion is for the benefit of the Seaways Board of Directors and may not be relied upon by Diamond).

 

Section
4.20    Required Vote. The Seaways Shareholder Approval is the only vote of the holders of securities
of Seaways which is required for Seaways to consummate the Transactions.

 

Section
4.21    Material Contracts.

 

(a)       Except
for this Agreement, Section 4.21 of the Seaways Disclosure Letter contains a complete and correct list, as of the date
of this Agreement, of each Contract described below in this Section 4.21(a) under which Seaways or any Seaways Subsidiary
has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise)
or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement (all Contracts
of the type described in this Section 4.21(a) being referred to herein as the “Seaways Material Contracts”):

 

(i)          (A)
any joint venture, partnership or other similar Contract relating to the formation, creation, operation, management or control
of any joint venture, partnership or limited liability company or any research and development project Contract, and (B) any shareholders,
investors rights, registration rights or similar agreement or arrangement with or relating to the Seaways Subsidiaries;

 

(ii)         any
Contract that (A) provides for the acquisition or divestiture of any vessel or any other material asset, including any Seaways
Vessel (other than acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger,
sale of stock, sale of assets or otherwise) and (B) contains outstanding obligations that are material to Seaways and its Subsidiaries,
taken as a whole;

 

(iii)        any
Contract (excluding non-exclusive licenses for uncustomized, commercially available “off the shelf” Software or IT
Systems (in each case, in object code form, if applicable) licensed pursuant to standard terms and conditions) under which Seaways
or any Seaways Subsidiary is granted any license or other rights with respect to any Intellectual Property or IT Systems of a
third party (including by means of covenants not to sue or software-as-a-service agreements), which Contract or Intellectual Property
is material to Seaways or the Seaways Subsidiaries;

 

(iv)       any
Contract under which Seaways or any Seaways Subsidiary has granted to a third party any license or other rights with respect to
any Seaways Intellectual Property (including by means of covenants not to sue), which Contract or Intellectual Property is material
to Seaways or the Seaways Subsidiaries
(excluding non-exclusive licenses granted in the ordinary course of business (A)
to customers or (B) to service providers for use for the benefit of Seaways or the Seaways Subsidiaries);

(v)        any
Contract with any Governmental Entity;

 

(vi)       each
Contract that (A) limits in any material respect the freedom of Seaways or any of its affiliates to solicit any client or customer,
or to compete in any line of business or geographic region, or with any Person, including any Contract that (1) requires Seaways
and its affiliates to work exclusively or preferentially with any Person in any line of business or geographic region, or (2)
contains a “most favored nation” provision in favor the other party (B) is a requirements or “take or pay”
Contract or (C) requires Seaways to purchase a minimum amount of a particular product from a supplier, in the case of clauses
(B) and (C), that is material to Seaways and its Subsidiaries, taken as a whole;

 

(vii)      any
Contract with (A) any Person that, by itself or together with its affiliates or those acting in concert with it, beneficially
owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of the Seaways Shares, including the Seaways
Principal Shareholder or (B) any affiliates of Seaways (other than Seaways Subsidiaries);

 

(viii)     all
material Contracts, obligations or commitments (w) with change of control provisions that are triggered, (x) that otherwise require
consent, (y) grant a right to terminate, accelerate or otherwise amend the terms of an existing or contemplated Contract, or (z)
that result in any payment becoming due from Seaways or a Seaways Subsidiary, in each case, as a result of the Transactions;

 

(ix)        any
shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to Seaways;

 

(x)         any
Contract involving the settlement of any claim, action or proceeding or threatened claim, action or proceeding (or series of related,
claims actions or proceedings) (A) which (x) will involve payments after the date hereof, or involved payments, in excess of $1,000,000
or (y) will impose, or imposed, monitoring or reporting obligations to any other Person outside the ordinary course of business
or material restrictions on Seaways or any Seaways Subsidiary (including any restrictions on exploitation of Seaways Intellectual
Property) or (B) with respect to which material conditions precedent to the settlement have not been satisfied;

 

(xi)         (A)
any loan Contracts, notes, letters of credit and other evidences of Indebtedness in excess of $1,000,000, (B) any mortgages, pledges
and other evidences of liens securing such obligations or any material real or other property and (C) any guarantees supporting
such obligations and financing Contracts including change of control provisions, other than Contracts
solely among Seaways and any wholly owned Seaways Subsidiary;

(xii)       Any
Contract that relates to the time and bareboat chartering (including time and bareboat charters or similar agreements with Governmental
Entities), management (technical and/or commercial), crewing, operation, stacking, finance leasing (including sale/leaseback or
similar arrangements) or pooling of any Diamond Vessel that has resulted in payments to or by Diamond or any Diamond Subsidiary
of more than $2,000,000 in the aggregate for the prior fiscal year;

 

(xiii)      any
ship-sales, memorandum of agreement or other vessel acquisition Contract entered into since January 1, 2020 other than with respect
to the Seaways Vessels and any Contract entered into since January 1, 2020 with respect to Newbuildings and the financing thereof,
including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services
agreements;

 

(xiv)      any
Contract relating to the operation of, management of, or provision of services to, the FSO Joint Ventures;

 

(xv)       any
Contract with a Seaways Material Supplier;

 

(xvi)      any
Contract pursuant to which Seaways or any Seaways Subsidiary spent or received, in the aggregate, more than $2,000,000 during
the 12 months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $2,000,000
during the 12 months immediately after the date hereof (including any Contract relating to any future capital expenditures by
Seaways or any of its Subsidiaries and excluding any voyage charters); and

 

(xvii)     any
Contract not otherwise described in any other subsection of this Section 4.21(a) that would constitute a “material
contract” (as such term is defined in Item 601(b) of Regulation S-K of the SEC) with respect to Seaways.

 

(b)       Seaways
has provided to Diamond prior to the date of this Agreement a true, correct and complete copy of each written Seaways Material
Contract as in effect on the date of this Agreement. Neither Seaways nor any Seaways Subsidiary is in breach of or default under
the terms of any Seaways Material Contract where such breach or default has had or would reasonably be expected to have, individually
or in the aggregate, a Seaways Material Adverse Effect. To the knowledge of Seaways, as of the date hereof, no other party to
any Seaways Material Contract is in, or is alleged to be in, breach of or default under the terms of any Seaways Material Contract
where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Seaways Material
Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse
Effect, each Seaways Material Contract is a valid and binding obligation of Seaways or the Seaways Subsidiary which is party thereto
and, to the knowledge of Seaways, of each other party thereto, and is in full force and effect, subject to the Enforceability
Exceptions. There are no material disputes pending or, to the knowledge of Seaways, threatened with respect to any Seaways Material
Contract and neither Seaways nor any Seaways Subsidiary has received any written notice of the intention of any other party to
a Seaways Material Contract to terminate for default, convenience or not renew any Seaways Material Contract, nor to the knowledge
of Seaways, is any such party threatening to do so.

Section
4.22    Insurance. Except as has not had and would not reasonably be expected to have, individually
or in the aggregate, a Seaways Material Adverse Effect, (a) all current, material insurance policies (or replacements thereof)
and Contracts of Seaways and its Subsidiaries are in full force and effect and are valid and enforceable and cover against the
risks as are customary in all material respects for companies of similar size in the same or similar lines of business and as
required by applicable Law and the Seaways Material Contracts and (b) all premiums due thereunder have been paid. Neither Seaways
nor any of its Subsidiaries has received notice of cancellation or termination with respect to any material third party insurance
policies or Contracts (other than in connection with normal renewals of any such insurance policies or Contracts) where such cancellation
or termination has had or would reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect.

 

Section
4.23    Finders and Brokers. Neither Seaways nor any Seaways Subsidiary has employed, nor has any Person
employed on behalf of Seaways or a Seaways Subsidiary, any investment banker, broker, finder or similar Person in connection with
the Transactions, other than as set forth in Section 4.23 of the Seaways Disclosure Letter, who might be entitled to any
fee, commission or other payment in connection with or upon consummation of the Merger. Seaways has made available to Diamond
a true, correct and complete copy of any engagement letter or other Contract between Seaways or any Seaways Subsidiary and each
of the Persons set forth in Section 4.23 of the Seaways Disclosure Letter relating to the Transactions.

 

Section
4.24    FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate,
have not had and would not reasonably be expected to have a Seaways Material Adverse Effect:

 

(a)       in
the last five (5) years, neither Seaways nor any Seaways Subsidiary, nor any director, officer, manager or employee (when acting
in their role as director, officer, manager or employee) of Seaways or any Seaways Subsidiary, or, to Seaways’ knowledge,
any agents, representatives, contractors, sales intermediaries or any other third party, in each case, acting on behalf of Seaways
or any Seaways Subsidiary, has violated, conspired to violate, or aided and abetted a violation of the FCPA or made a material
violation of any other applicable Bribery Legislation (in each case to the extent applicable);

 

(b)       neither
Seaways nor any Seaways Subsidiary, nor any director, officer, manager or employee of Seaways or any Seaways Subsidiary, are,
or in the past five (5) years have been, subject to any actual, pending, or, to Seaways’ knowledge, threatened civil, criminal
or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters,
settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Seaways or any Seaways
Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA;

 

(c)       in
the last five (5) years, Seaways and each Seaways Subsidiary has made and kept books and records, accounts and other records,
which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Seaways and each
Seaways Subsidiary as required by applicable Bribery Legislation in all material respects;

(d)       Seaways
and each Seaways Subsidiary has instituted policies and procedures reasonably designed to promote compliance with the FCPA and
other applicable Bribery Legislation and maintain such policies and procedures in force; and

 

(e)       no
officer or director of Seaways or any Seaways Subsidiary is a Government Official.

 

Section
4.25    Sanctions. None of Seaways or any Seaways Subsidiary, nor any of their respective directors,
officers or employees, nor, to the knowledge of Seaways, any of their respective agents, managers or other third parties that
act for or on behalf of Seaways or any Seaways Subsidiary is a Sanctioned Person. Except for those matters, which individually
or in the aggregate have not had and would not reasonably be expected to have a Seaways Material Adverse Effect, none of Seaways
or any Seaways Subsidiary, nor any of their respective directors, officers or employees (in the case of directors, officers or
employees, when acting for or on behalf of Seaways or any Seaways Subsidiary) or, to the knowledge of Seaways or any Seaways Subsidiary,
their respective agents, managers and other third parties when acting for or on behalf of Seaways of any Seaways Subsidiary (a)
has in the past five (5) years engaged in or has any plan or commitment to engage in direct or indirect dealings with any Sanctioned
Person or in any Sanctioned Country in violation of applicable Sanctions Law or (b) has in the past five (5) years violated, or
knowingly engaged in any conduct that would reasonably be expected to result in Diamond or any Diamond Subsidiary being designated
as a Sanctioned Person, or (c) has been the subject of an investigation or allegation of such a violation.

 

Section
4.26    Stock Ownership. Neither Seaways nor any Seaways Subsidiaries directly or indirectly owns,
and at all times for the past three years, neither Seaways nor any Seaways Subsidiaries has owned, beneficially or otherwise,
in excess of 1% of the Diamond Shares.

 

Section
4.27    No Merger Sub Activity. Since the date of its formation, Merger Sub has not engaged in any
activities other than in connection with this Agreement.

 

Section
4.28    
Suppliers.
Section 4.28 of the Seaways Disclosure Letter sets forth a correct and complete list of the Seaways Material Suppliers.
Except as would not, individually or in the aggregate, reasonably be expected to have a Seaways Material Adverse Effect, since
December 31, 2020, (i) there has been no written or, to the knowledge of Seaways, oral notice of termination of the business relationship
of Seaways or a Seaways Subsidiary with any Seaways Material Supplier given to or received from any such Seaways Material Supplier,
(ii) there has been no material change in the pricing or other material terms of its business relationship with any Seaways Material
Supplier in any material respect adverse to Seaways or the Seaways Subsidiaries, including any inability of a Seaways Material
Supplier to provide materials to Seaways, and (iii) no Seaways Material Supplier has notified Seaways or any Seaways Subsidiary
that it intends to terminate or change the pricing or other material terms of its business in any material respect adverse to
Seaways or the Seaways Subsidiaries, including as a result of a force majeure event or bankruptcy.

Section
4.29
    Affiliate
Transactions
. Except for directors’ and employment-related Seaways Material Contracts filed or incorporated by reference
as an exhibit to a Seaways SEC Document, as of the date hereof, no executive officer or director of Seaways or shareholder of
five percent (5%) or more of the Seaways Shares or any affiliate of the foregoing is a party to any Contract with or binding upon
Seaways or any Seaways Subsidiaries or any of their respective properties or assets or has any material interest in any material
property owned by Seaways or a Seaways Subsidiary or has engaged in any material transaction with any of the foregoing within
the last 12 months.

 

Section
4.30    No Other Representations
. Except for the representations and warranties contained in
Article III or in any certificates delivered by Diamond in connection with the Closing, Seaways acknowledges that neither
Diamond nor any Representative of Diamond makes, and Seaways acknowledges that it has not relied upon or otherwise been induced
by, any other express or implied representation or warranty with respect to Diamond or any of its Subsidiaries or with respect
to any other information provided or made available to Seaways in connection with the Transactions, including any information,
documents, projections, forecasts or other material made available to Seaways or to Seaways’ Representatives in certain
“data rooms” or management presentations in expectation of the Transactions.

 

Article
V.

COVENANTS RELATING TO CONDUCT
OF BUSINESS PENDING THE CLOSING

 

Section
5.1    Conduct of Business by Diamond Pending the Closing.

 

(a)       Between
the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant
to Section 8.1, except (v) as set forth in Section 5.1 of the Diamond Disclosure Letter, (w) as expressly required
by this Agreement or the Termination Agreements, (x) as required by applicable Law (including any COVID-19 Measure), (y) actions
intended to protect the health and safety of employees, consultants, customers, suppliers and others having business dealings
with Diamond or to respond to third-party supply or service or employment disruption in response to COVID-19 or any worsening,
resurgence or variation thereof or effects arising therefrom or (z) as consented to in writing by Seaways (which consent shall
not be unreasonably withheld, delayed or conditioned), Diamond shall, and shall cause each Diamond Subsidiary to, conduct its
business in the ordinary course of business, including by using commercially reasonable
efforts to (i)(A) operate the Diamond Vessels, or cause the Diamond Vessels to be operated, (1) in a customary manner consistent
with Diamond’s past practice, (2) in accordance with the requirements of the class and flag state of each of the Diamond
Vessels and the applicable manager’s safety management systems and (3) in compliance with the requirements of port states
with which each Diamond Vessel trades and (B) maintain the Diamond Vessels, or cause the Diamond Vessels to be maintained, in
good condition (provided, that with respect to any managers of the Diamond Vessels (other than Diamond or any Diamond Subsidiary)
the obligations in the foregoing clause (i) shall be limited to using commercially reasonable efforts to cause the relevant manager
to operate the Diamond Vessels to comply with the foregoing, including through the exercise or non-exercise of any consent rights
that Diamond or any Diamond Subsidiary has under any management Contract with any such manager) and (ii) preserve intact its and
their present business organizations and assets and to preserve its and their present relationships with Governmental Entities
and with customers, suppliers, third-party managers (other than Capital Ship Management Corp.), employees and other Persons with
whom it and they have material business relations (consistent with the Termination Agreements); provided, however,
that no action that is specifically permitted by any clause of Section 5.1(b) shall be deemed a breach of this Section
5.1(a)
.

(b)       
Between the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated
pursuant to Section 8.1, except (w) as set forth in Section 5.1 of the Diamond Disclosure Letter, (x) as expressly
required by this Agreement, (y) as required by applicable Law (including any COVID-19 Measure) or (z) as consented to in writing
by Seaways (which consent shall not be unreasonably withheld, delayed or conditioned), Diamond shall not, and shall not permit
any Diamond Subsidiary to:

 

(i)  
      declare, set aside, authorize or pay any dividends on or make any distribution with respect
to its outstanding shares of capital stock (whether in cash, assets, shares or other securities of Diamond or any
Diamond Subsidiary), except dividends and distributions paid or made by a wholly owned Diamond Subsidiary to Diamond or
another wholly owned Diamond Subsidiary;

 

(ii)     
  split, combine, reduce or reclassify any of its issued or unissued capital stock
or amend the terms of any securities of Diamond or a Diamond Subsidiary, except for any such transaction by a wholly owned
Diamond Subsidiary which remains a wholly owned Diamond Subsidiary after consummation of such transaction;

 

(iii)       except
as required by applicable Law or the terms and conditions of any Diamond Benefit Plan as in effect on the date hereof, (A) amend
any performance targets with respect to any outstanding bonus, equity or other awards, (B) increase in any manner the compensation
or benefits payable, or to become payable, to any of its current, former or prospective directors, officers, employees or individual
independent contractors other than, increases in base salaries and target cash incentive compensation applicable to current employees
of Diamond other than Diamond Senior Officers at times and in amounts in the ordinary course of business that do not exceed, in
the aggregate 3% of existing aggregate levels as of the date hereof for all current employees of Diamond other than Diamond Senior
Officers or 5% of existing base salary or target cash incentive compensation as of the date hereof for any such individual; (C)
grant to any of its current or former directors, officers, employees or individual independent contractors any increase in severance,
transaction, retention, change-in-control, retirement or termination pay other than such increases for new-hires and promoted
employees in the ordinary course of business and permitted in clause (D) below; (D) pay or award, or commit to pay or award, any
bonuses or incentive compensation, other than (x) with respect to new hires and promoted employees (other than the Diamond Senior
Officers or individuals who would be Diamond Senior Officers if hired or promoted to such position as of the date hereof), to
the extent provided to similarly situated employees under Diamond Benefit Plans in the ordinary course of business (excluding
any non-equity-based long-term incentive awards and any equity or equity-based awards), or (y) bonuses (including year-end bonuses)
or incentive compensation (excluding any non-equity-based long-term incentive awards and any equity or equity-based awards) at
times and in amounts in the ordinary course of business; (E) enter into any employment, severance, change in control or retention
agreement (excluding offer letters that provide for no severance, change in control or retention benefits and that are consistent
with Diamond offer letters made in the ordinary course of business) with any of its current, former or prospective directors,
officers, employees or individual independent contractors; (F) establish, adopt, enter into, amend or terminate any collective
bargaining agreement, Diamond Benefit Plan or any plan, program, agreement or arrangement what would be a Diamond Benefit Plan
if in effect as of the date hereof; (G) take any action to accelerate any payment or benefit, or the funding of any payment or
benefit, payable or to become payable to any of its current, former or prospective directors, officers, employees or individual
independent contractors; (H) take any action to accelerate the vesting and/or exercisability of any Diamond Equity Award; (I)
terminate the employment of any Diamond Senior Officer, other than for cause; (J) hire or promote any employee other than hires
or promotions in the ordinary course of business with an annual base salary below $100,000; or (K) amend the funding obligation
or contribution rate of any Diamond Benefit Plan or change any underlying assumptions used to calculate benefits payable under
any Diamond Benefit Plan (except as may be required by GAAP or other applicable accounting standard);

(iv)       make
any material change
in financial accounting policies, principles, practices or procedures
or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required
by GAAP, applicable Law or SEC policy;

 

(v)       authorize
or announce an intention to authorize, or enter into agreements providing for, or consummate, any acquisitions of an equity interest
in or a substantial portion of the assets of any Person or any vessel that would be a Diamond Vessel if owned on the date hereof
or any business or division
thereof, in each case whether by merger, consolidation, business
combination, acquisition of stock or assets, license or formation of a joint venture or otherwise or make a capital investment
in any Person, except for transactions between Diamond and a wholly owned Diamond Subsidiary or between wholly owned Diamond Subsidiaries;

 

(vi)       enter
into any new material line of business or form or enter into a material partnership, joint venture, strategic alliance or similar
arrangement with a third party;

 

(vii)      amend
the Diamond Governing Documents or permit any Diamond Significant Subsidiary to adopt any amendments
to its
governing documents;

 

(viii)     issue,
deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge,
disposition
or encumbrance of, any shares in its capital stock, voting securities or other equity interest
in Diamond or any Diamond Subsidiary or any securities convertible into or exchangeable for any such shares, voting securities
or equity interest, or any rights, warrants or options to acquire any such shares in its capital stock, voting securities or equity
interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance
units or take any action to cause to be exercisable any otherwise unexercisable Diamond Equity Award under the Diamond Equity
Plan (except as otherwise required by the express terms of any Diamond Equity Award outstanding on the date hereof), other than
(A) issuances of Diamond Shares in respect of the vesting or settlement of Diamond Equity Awards outstanding on the date hereof
and in accordance with their respective present terms or (B) transactions between Diamond and a wholly owned Diamond Subsidiary
or between wholly owned Diamond Subsidiaries;

(ix)       directly
or indirectly, purchase, redeem or otherwise acquire, including pursuant to existing share repurchase programs, any shares in
its capital or any rights, warrants or options to acquire any such shares in its capital, or
establish any
new repurchase programs with respect to any such shares, except for (A) acquisitions of Diamond Shares tendered by holders of
Diamond Equity Awards in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect
thereto, (B) the acquisition by Diamond of Diamond Equity Awards in connection with the forfeiture of such awards and (C) transactions
between Diamond and a wholly owned Diamond Subsidiary or between wholly owned Diamond Subsidiaries;

 

(x)     
  redeem, repurchase, prepay, repay, defease, incur, assume, endorse, guarantee or
otherwise become liable for or modify in any material respect the terms of any Indebtedness for borrowed money or issue or
sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently
or otherwise), except for (A) any Indebtedness for borrowed money among Diamond and wholly owned Diamond Subsidiaries or
among wholly owned Diamond Subsidiaries, (B) guarantees by Diamond of Indebtedness for borrowed money of wholly owned Diamond
Subsidiaries or guarantees by wholly owned Diamond Subsidiaries of Indebtedness for borrowed money of Diamond or any wholly
owned Diamond Subsidiary, which Indebtedness is incurred in compliance with this Section 5.1(b)(x), (C) repayments of
revolving credit facilities that do not decrease the aggregate amount of borrowings available thereunder and drawdowns of
revolving credit facilities, (D) payments for the amortization of principal required by the terms of such Indebtedness and
(E) repayment of interest rate swap Contracts; provided that nothing contained herein shall prohibit Diamond and the
Diamond Subsidiaries from making guarantees or obtaining letters of credit or surety bonds for the benefit of commercial
counterparties in the ordinary course of business;

 

(xi)    
   (A) waive, cancel, forgive, release, settle or assign any material Indebtedness (other than Indebtedness
solely among Diamond and Diamond Subsidiaries) owed to the Diamond or a Diamond Subsidiary or any material claims held by
Diamond or any Diamond Subsidiaries against any Person or (B) grant any new material refunds, credits, rebates or allowances
to any customers;

(xii)       make
any loans to any other Person, except for loans among Diamond and its wholly owned Diamond Subsidiaries or among wholly owned
Diamond Subsidiaries;

 

(xiii)      sell,
lease, license, transfer, exchange, swap or otherwise abandon or dispose of, or subject to any Lien (other than Permitted Liens),
any Diamond Vessel or any of its other material properties or assets (including shares of capital stock or other equity interests
of Diamond or any of the Diamond Subsidiaries), (other than Diamond Intellectual Property, which, for the avoidance of doubt,
is governed by Section 5.1(b)(xiv)), except (A) pursuant to existing agreements in effect prior to the execution of this
Agreement, (B) dispositions of obsolete or worthless equipment, in each case, in the ordinary course of business, (C) for transactions
among Diamond and its wholly owned Diamond Subsidiaries or among wholly owned Diamond Subsidiaries, (D) voyage charters of Diamond
Vessels or time charters of Diamond Vessels of a duration of seven months or less, in each case, in the ordinary course of business,
(E) as set forth in Section 5.1(b)(xiv) of the Diamond Disclosure Letter and (F) for sales of any Diamond Vessel built and delivered
prior to January 1, 2012 having a fair market value of up to $75,000,000 in the aggregate for all such sales, in each case sold
in an arm’s-length transaction
;

 

(xiv)     (A)
sell, license, sublicense, covenant not to assert, allow to lapse, fail to maintain, transfer, or otherwise abandon or dispose
of, or subject to any Lien (other than Permitted Liens), any material Diamond Intellectual Property, except for non-exclusive
licenses granted in the ordinary course of business (1) to customers or (2) to service providers for use for the benefit of Diamond
or the Diamond Subsidiaries; or (B) disclose to any third parties any trade secrets or material confidential information of Diamond
or any Diamond Subsidiary, except pursuant to reasonable protective confidentiality agreements

 

(xv)       (A)
compromise or settle any claim, litigation, investigation or proceeding, in each case made or pending by or against Diamond or
any of the Diamond Subsidiaries (for the avoidance
of doubt, including any compromise or
settlement with respect to matters in which any of them is a plaintiff), or any of their employees, officers or directors in their
capacities as such, other than the compromise or settlement of claims, litigation, investigations or proceedings that: (1) (aa)
is made in the ordinary course of business or (bb) involves the payment by Diamond of an amount not in excess of $5,000,000 for
any single claim, litigation, investigation or proceeding (excluding any amounts that insurance companies have agreed to pay under
existing insurance policies), (2) do not involve an admission of guilt or impose any injunctive or other non-monetary remedy or
a material restriction on Diamond and the Diamond Subsidiaries (other than customary release, confidentiality and non-disparagement
obligations) and (3) do not provide for the sale, licensing, sublicensing, covenanting not to assert, allowing to lapse, failure
to maintain, transfer, failure to maintain, other disposition of or subjecting to any Lien (other than Permitted Liens) of any
material Intellectual Property or (B) commence any material claim, litigation, investigation or proceeding, other than in the
ordinary course of business;

(xvi)      make
or change any material Tax election, change any Tax accounting period for purposes of a material Tax or material method of Tax
accounting, file any material amended Tax Return, settle or
compromise any audit or proceeding
relating to Taxes or, except in the ordinary course of business, agree to an extension or waiver of the statute of limitations
with respect to a material amount of Taxes, enter into any “closing agreement” within the meaning of Section 7121
of the Code (or any similar provision of U.S. state, local, or non-U.S. Law) with respect to any material Tax, or surrender any
right to claim a material Tax refund;

 

(xvii)     except
for capital expenditures (A) incurred in the ordinary course of business in accordance with
Diamond’s budget
plan provided to Seaways prior to the execution of this Agreement or (B)
that are reasonably incurred to protect the health
and safety of employees, consultants, customers, suppliers or others having business dealings with Diamond or the safety of Diamond
Vessels and/or their cargo, make any new capital expenditure or expenditures in excess of $250,000
individually or $2,000,000 in the aggregate;

 

(xviii)    except
in the ordinary course of business or in connection with any transaction to the extent specifically permitted by any other clause
of this Section 5.1(b), (A) enter into any Contract that would, if entered into prior to the date hereof, be a Diamond
Material Contract or a Diamond Lease, or (B) materially modify, materially amend or terminate or fail to renew any Diamond Material
Contract, any Diamond Lease, the Debt Consents, the Debt Amendment Letters or the Termination Agreements or waive, release, assign
or fail to enforce any material rights or claims thereunder in a manner that is adverse to Diamond or any of the Diamond Subsidiaries
(provided, that, notwithstanding anything to the contrary herein, Diamond shall be permitted to enter into (1) voyage charters
of Diamond Vessels or time charters of Diamond Vessels of a duration of seven months or less, in each case, in the ordinary course
of business and (2) the A&R Debt Agreements);

 

(xix)      authorize,
recommend, propose or announce an intention to adopt or effect a plan of complete or partial liquidation, dissolution, consolidation,
restructuring, recapitalization, re-domiciliation or other reorganization other than transactions involving only immaterial wholly
owned Diamond Subsidiaries or file a petition in bankruptcy;

 

(xx)       materially
reduce the amount of insurance coverage or fail to use reasonable best efforts to renew any material existing insurance policies;

 

(xxi)      amend
or otherwise modify any engagement letter between Diamond and any financial advisor described in Section 3.23, or enter
into a new engagement letter with any such financial advisor;

 

(xxii)     create
any Subsidiary; or

 

(xxiii)    agree,
in writing or otherwise, to take any of the foregoing actions.

Section
5.2     Conduct of Business by Seaways Pending the Closing.

 

(a)       Between
the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant
to Section 8.1, except (v) as set forth in Section 5.2 of the Seaways Disclosure Letter, (w) as expressly required
by this Agreement, (x) as required by applicable Law (including any COVID-19 Measure), (y) actions intended to protect the health
and safety of employees, consultants, customers, suppliers and others having business dealings with Seaways or to respond to third-party
supply or service or employment disruption in response to COVID-19 or any worsening, resurgence or variation thereof or effects
arising therefrom or (z) as consented to in writing by Diamond (which consent shall not be unreasonably withheld, delayed or conditioned),
Seaways shall, and shall cause each Seaways Subsidiary to, conduct its business in the ordinary course of business, including
by using commercially reasonable efforts to (i)(A) operate the Seaways Vessels, or cause the Seaways Vessels to be operated, (1)
in a customary manner consistent with Seaways’ past practice, (2) in accordance with the requirements of the class and flag
state of each of the Seaways Vessels and the applicable manager’s safety management systems and (3) in compliance with the
requirements of port states with which each Seaways Vessel trades and (B) maintain the Seaways Vessels, or cause the Seaways Vessels
to be maintained, in good condition (provided, that with respect to any managers of the Seaways Vessels (other than Seaways
or any Seaways Subsidiary) the obligations in the foregoing clause (i) shall be limited to using commercially reasonable efforts
to cause the relevant manager to operate the Seaways Vessels to comply with the foregoing, including through the exercise or non-exercise
of any consent rights that Seaways or any Seaways Subsidiary has under any management Contract with any such manager) and (ii)
preserve intact its and their present business organizations, assets and rights and to preserve its and their present relationships
with Governmental Entities and with customers, suppliers, third-party managers, employees and other Persons with whom it and they
have material business relations; provided, however, that no action that is specifically permitted by any clause
of Section 5.2(b) shall be deemed a breach of this clause Section 5.2(a).

 

(b)       Between
the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant
to Section 8.1, except (w) as set forth in Section 5.2 of the Seaways Disclosure Letter, (x) as expressly required
by this Agreement, (y) as required by applicable Law (including any COVID-19 Measure) or (z) as consented to in writing by Diamond
(which consent shall not be unreasonably withheld, delayed or conditioned), Seaways shall not, and shall not permit any Seaways
Subsidiary to:

 

(i)        declare,
set aside, authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital
stock (whether in cash, assets, shares or other securities of Seaways or any Seaways Subsidiary), except (A) dividends and
distributions paid or made on a pro rata basis by a Seaways Subsidiary or by a wholly owned Seaways Subsidiary to Seaways or
another wholly owned Seaways Subsidiary; (B) the Seaways Special Dividend, (C) the Seaways FSO Dividend and (D) regular
quarterly dividends payable by Seaways in respect of Seaways Shares in an amount not to exceed $0.06 per Seaways Share per
fiscal quarter
with declaration, record and payment dates consistent with past practice and in accordance with
Seaways’ dividend policy as of the date of this Agreement;

(ii)     
  split, combine, reduce or reclassify any of its issued or unissued capital stock
or amend the terms of any securities of Seaways or a Seaways Subsidiary, except for any such transaction by a wholly owned
Seaways Subsidiary which remains a wholly owned Seaways Subsidiary after consummation of such transaction;

 

(iii)       except
as required by applicable Law or the terms and conditions of any Seaways Benefit Plan as in effect on the date hereof, (A) amend
any performance targets with respect to any outstanding bonus, equity or other awards, (B) increase in any manner the compensation
or benefits payable, or to become payable, to any of its current, former or prospective directors, officers, employees or individual
independent contractors other than, increases in base salaries and target cash incentive compensation applicable to current employees
of Seaways other than Seaways Senior Officers at times and in amounts in the ordinary course of business that do not exceed, in
the aggregate 3% of existing aggregate levels as of the date hereof for all current employees of Seaways other than Seaways Senior
Officers or 5% of existing base salary or target cash incentive compensation as of the date hereof for any such individual; (C)
grant to any of its current or former directors, officers, employees or individual independent contractors any increase in severance,
transaction, retention, change-in-control, retirement or termination pay other than such increases for new-hires and promoted
employees in the ordinary course of business and permitted in clause (D) below; (D) pay or award, or commit to pay or award, any
bonuses or incentive compensation, other than (x) with respect to new hires and promoted employees (other than the Seaways Senior
Officers or individuals who would be Seaways Senior Officers if hired or promoted to such position as of the date hereof), to
the extent provided to similarly situated employees under the Seaways Benefit Plans in the ordinary course of business (excluding
any non-equity-based long-term incentive awards and any equity or equity-based awards), or (y) bonuses (including year-end bonuses)
or incentive compensation (including equity and equity-based awards, but excluding any non-equity-based long-term incentive awards)
at times and in amounts in the ordinary course of business; (E) enter into any employment, severance, change in control or retention
agreement (excluding offer letters that provide for no severance, change in control or retention benefits and that are consistent
with Seaways offer letters made in the ordinary course of business) with any of its current, former or prospective directors,
officers, employees or individual independent contractors; (F) establish, adopt, enter into, amend or terminate any collective
bargaining agreement, Seaways Benefit Plan or any plan, program, agreement or arrangement what would be a Seaways Benefit Plan
if in effect as of the date hereof; (G) take any action to accelerate any payment or benefit, or the funding of any payment or
benefit, payable or to become payable to any of its current, former or prospective directors, officers, employees or individual
independent contractors; (H) take any action to accelerate the vesting and/or exercisability of any Seaways Equity Award; (I)
terminate the employment of any Seaways Senior Officer, other than for cause; (J) hire or promote any employee other than hires
or promotions in the ordinary course of business with an annual base salary below $100,000; or (K) amend the funding obligation
or contribution rate of any Seaways Benefit Plan or change any underlying assumptions used to calculate benefits payable under
any Seaways Benefit Plan (except as may be required by GAAP or other applicable accounting standard);

(iv)       make
any material change in financial accounting policies, principles, practices or procedures or any of its methods of reporting income,
deductions or other material items for financial accounting purposes, except as required by GAAP, applicable Law or SEC Policy;

 

(v)       authorize
or announce an intention to authorize, or enter into agreements providing for, or consummate, any acquisitions of an equity interest
in or a substantial portion of the assets of any Person or any vessel that would be a Seaways Vessel if owned on the date hereof
or any business or division thereof, in each case whether by merger, consolidation, business combination, acquisition of stock
or assets, license or formation of a joint venture or otherwise or make a capital investment in any Person, except for transactions
between Seaways and a wholly owned Seaways Subsidiary or between wholly owned Seaways Subsidiaries;

 

(vi)       enter
into any new material line of business or form or enter into a material partnership, joint venture, strategic alliance or similar
arrangement with a third party;

 

(vii)      amend
the Seaways Governing Documents or permit Merger Sub or any Seaways Significant Subsidiary to adopt any amendments to its governing
documents;

 

(viii)      issue,
deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or
encumbrance of, any shares in its capital stock, voting securities or other equity interest in Seaways or any Seaways Subsidiary
or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants
or options to acquire any such shares in its capital stock, voting securities or equity interest or any “phantom”
stock, “phantom” stock rights, stock appreciation rights or stock based performance units or take any action to cause
to be exercisable any otherwise unexercisable Seaways Equity Award under any existing Seaways Equity Plan (except as otherwise
required by the express terms of any Seaways Equity Award outstanding on the date hereof), other than (A) issuances of Seaways
Shares in respect of any exercise of Seaways Options or the vesting or settlement of Seaways Equity Awards outstanding on the
date hereof and in accordance with their respective present terms, (B) transactions between Seaways and a wholly owned Seaways
Subsidiary or between wholly owned Seaways Subsidiaries and (C) in connection with a sale by Seaways of its interest in the FSO
Joint Ventures;

 

(ix)       directly
or indirectly, purchase, redeem or otherwise acquire, including pursuant to existing share repurchase programs, any shares in
its capital or any rights, warrants or options to acquire any such shares in its capital, or establish any new repurchase programs
with respect to any such shares, except for (A) acquisitions of Seaways Shares tendered by holders of Seaways Equity Awards in
order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto, (B) the acquisition
by the Seaways of Seaways Equity Awards in connection with the forfeiture of such awards and (C) transactions between the Seaways
and a wholly owned Seaways Subsidiary or between wholly owned Seaways Subsidiaries;

(x)   
    redeem, repurchase, prepay, repay, defease, incur, assume, endorse,
guarantee or otherwise become liable for or modify in any material respect the terms of any Indebtedness for borrowed money
or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly,
contingently or otherwise), except for (A) any Indebtedness for borrowed money among Seaways and wholly owned Seaways
Subsidiaries or among wholly owned Seaways Subsidiaries, (B) guarantees by Seaways of Indebtedness for borrowed money of
wholly owned Seaways Subsidiaries or guarantees by wholly owned Seaways Subsidiaries of Indebtedness for borrowed money of
Seaways or any wholly owned Seaways Subsidiary, which Indebtedness is incurred in compliance with this Section
5.2(b)(x)
, (C) repayments of revolving credit facilities that do not decrease the aggregate amount of borrowings
available thereunder and drawdowns of revolving credit facilities, (D) payments for the amortization of principal required by
the terms of such Indebtedness, (E) repayment of interest rate swap Contracts and (F) repayment of the Indebtedness of the
FSO Joint Ventures in connection with the sale of any interest in the FSO Joint Ventures or any of the assets of the FSO
Joint Ventures; provided that nothing contained herein shall prohibit Seaways and the Seaways Subsidiaries from making
guarantees or obtaining letters of credit or surety bonds for the benefit of commercial counterparties in the ordinary course
of business;

 

(xi)       (A)
waive, cancel, forgive, release, settle or assign any material Indebtedness (other than Indebtedness solely among Seaways
and Seaways Subsidiaries) owed to Seaways or a Seaways Subsidiary or any material claims held by Seaways or any Seaways
Subsidiaries against any Person or (B) grant any new material refunds, credits, rebates or allowances to any customers;

 

(xii)       make
any loans to any other Person, except for loans among Seaways and its wholly owned Seaways Subsidiaries or among wholly owned
Seaways Subsidiaries;

 

(xiii)      sell,
lease, license, transfer, exchange, swap or otherwise abandon or dispose of, or subject to any Lien (other than Permitted Liens),
any Seaways Vessel or any of its other material properties or assets (including shares of capital stock or other equity interests
of Seaways or any of the Seaways Subsidiaries), (other than Seaways Intellectual Property, which, for the avoidance of doubt,
is governed by Section 5.2(b)(xiv)), except (A) pursuant to Seaways Material Contracts in effect prior to the execution
of this Agreement, (B) dispositions of obsolete or worthless equipment, in each case, in the ordinary course of business, (C)
for transactions among Seaways and its wholly owned Seaways Subsidiaries or among wholly owned Seaways Subsidiaries, (D) charters
of Seaways Vessels in the ordinary course of business, (E) a sale of its interest in the FSO Joint Ventures (or any of the assets
of the FSO Joint Ventures) and (F) for sales of any Seaways Vessel built and delivered prior to January 1, 2012 having a fair
market value of up to $75,000,000 in the aggregate for all such sales, in each case sold in an arm’s-length transaction;

 

(xiv)      (A)
sell, license, sublicense, covenant not to assert, allow to lapse, fail to maintain, transfer, or otherwise abandon or dispose
of, or subject to any Lien (other than Permitted Liens), any material Seaways Intellectual Property, except for non-exclusive
licenses granted in the ordinary course of business (1) to customers or (2) to service providers for use for the benefit of Seaways
or the Seaways Subsidiaries; or (B) disclose to any third parties any trade secrets or material confidential information of Seaways
or any Seaways Subsidiary, except pursuant to reasonable protective confidentiality agreements;

(xv)       (A)
compromise or settle any claim, litigation, investigation or proceeding, in each case made or pending by or against Seaways or
any of the Seaways Subsidiaries (for the avoidance of doubt, including any compromise or settlement with respect to matters in
which any of them is a plaintiff), or any of their employees, officers or directors in their capacities as such, other than the
compromise or settlement of claims, litigation, investigations or proceedings that: (1) (aa) is made in the ordinary course of
business or (bb) involves the payment by Seaways of an amount not in excess of $5,000,000 for any single claim, litigation, investigation
or proceeding (excluding any amounts that insurance companies have agreed to pay under existing insurance policies), (2) do not
involve an admission of guilt or impose any injunctive or other non-monetary remedy or a material restriction on Seaways and the
Seaways Subsidiaries (other than customary release, confidentiality and non-disparagement obligations) and (3) do not provide
for the sale, licensing, sublicensing, covenanting not to assert, allowing to lapse, failure to maintain, transfer, failure to
maintain, other disposition of or subjecting to any Lien (other than Permitted Liens) any material Intellectual Property or (B)
commence any material claim, litigation, investigation or proceeding, other than in the ordinary course of business;

 

(xvi)      make
or change any material Tax election, change any Tax accounting period for purposes of a material Tax or material method of Tax
accounting, file any material amended Tax Return, settle or compromise any audit or proceeding relating to Taxes or, except in
the ordinary course of business, agree to an extension or waiver of the statute of limitations with respect to a material amount
of Taxes, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision
of U.S. state, local, or non-U.S. Law) with respect to any material Tax, or surrender any right to claim a material Tax refund;

 

(xvii)    except
for capital expenditures (A) incurred in the ordinary course of business in accordance with
Seaways’ budget
plan provided to Diamond prior to the execution of this Agreement, (B)
that are reasonably incurred to protect the health
and safety of employees, consultants, customers, suppliers or others having business dealings with Seaways or the safety of Seaways
Vessels and/or their cargo, make any new capital expenditure or expenditures in excess of $250,000
individually or $2,000,000 in the aggregate;

 

(xviii)   except
in the ordinary course of business or in connection with any transaction to the extent specifically permitted by any other clause
of this Section 5.2(b), (A) enter into any Contract that would, if entered into prior to the date hereof, be a Seaways
Material Contract or Seaways Lease, or (B) materially modify, materially amend or terminate or fail to renew any Seaways Material
Contract or any Seaways Lease, or waive, release or assign any material rights or claims thereunder in a manner that is adverse
to Seaways or any of the Seaways Subsidiaries; provided that notwithstanding anything to the contrary set forth in this
Section 5.2(b), Seaways may charter in vessels from a third party on commercially reasonable terms; provided, further,
that, notwithstanding anything to the contrary herein, Seaways shall be permitted to enter into charters of Seaways Vessels in
the ordinary course of business;

(xix)      authorize,
recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring,
recapitalization, redomiciliation or other reorganization other than transactions involving only immaterial wholly owned Seaways
Subsidiaries (other than Merger Sub) or file a petition in bankruptcy; or

 

(xx)       materially
reduce the amount of insurance coverage or fail to use reasonable best efforts to renew any material existing insurance policies;

 

(xxi)      amend
or otherwise modify any engagement letter between Seaways and any financial advisor described in Section 4.23, or enter
into a new engagement letter with any such financial advisor;

 

(xxii)     create
any Subsidiary; or

 

(xxiii)   agree,
in writing or otherwise, to take any of the foregoing actions.

 

Section
5.3     Solicitation by Diamond.

 

(a)       From
and after the date of this Agreement until the earlier of the Effective Time and the time, if any, at which this Agreement is
terminated in accordance with Section 8.1, and except as otherwise specifically provided for in this Section 5.3,
Diamond agrees that it shall not (and that the Diamond Board of Directors shall not and that Diamond shall cause each Diamond
Subsidiary not to), and that it shall cause its and its Subsidiaries’ officers and employees not to, and that it shall use
its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly: (i)
solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer, or the making, submission, modification
or amendment or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders)
which constitutes or would be reasonably expected to lead to a Diamond Competing Proposal, (ii) participate in or engage in any
negotiations or discussions (other than to state that they are not permitted to have discussions) regarding, or furnish to any
Person any nonpublic information relating to Diamond or any Diamond Subsidiary in connection with, any inquiry, proposal or offer
which constitutes or would be reasonably expected to lead to a Diamond Competing Proposal, (iii) except in the event the Diamond
Board of Directors has determined in good faith after consultation with Diamond’s outside legal counsel that the failure
to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Diamond Board
of Directors under applicable Republic of the Marshall Islands Law, waive, terminate, modify or release any Person (other than
Seaways, Merger Sub or any Seaways Subsidiary) from any provision of, or grant any permission, waiver or request under, or fail
to enforce, any “standstill” or similar agreement or obligation; provided that Seaways shall notify Diamond
promptly (and in any event within twenty-four (24) hours of any such waiver, termination, modification, release or grant of permission,
waiver or request), (iv) approve or recommend, propose publicly to approve or recommend, or fail to timely publicly and without
qualification recommend against, any Diamond Competing Proposal and reaffirm the Diamond Board Recommendation, in each case, within
ten (10) business days after the Diamond Competing Proposal is made public
(including upon request of Seaways to do so)
(or such fewer number of days as remains prior to the date that is two (2) business days prior to the Diamond Special Meeting),
(v) fail to include the Diamond Board Recommendation in the Proxy Statement/Prospectus, (vi) withdraw, change, amend, modify or
qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Seaways, the Diamond
Board Recommendation, (vii) enter into any letter of intent or other document or agreement relating to, or any agreement or commitment
providing for, any Diamond Competing Proposal, other than an Acceptable Confidentiality Agreement, or (viii) resolve or agree
to do any of the foregoing (any act or failure to act described in clauses (iv) through (vii) above, a “Diamond Change
of Recommendation
”). Diamond shall immediately cease, and cause its Subsidiaries and its and their respective directors,
officers and employees to cease, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives
to immediately cease, any and all existing discussions or negotiations with any parties (or provision of any nonpublic information
to any parties) conducted heretofore with respect to any Diamond Competing Proposal or Diamond Inquiry. Diamond shall, and shall
cause its affiliates to, promptly (x) cause (to the extent it has not already done so prior to the date of this Agreement) any
Person that has executed a confidentiality or non-disclosure agreement in connection with any Diamond Competing Proposal or Diamond
Inquiry that remains in effect as of the date of this Agreement to return or destroy all confidential information in the possession
of such Person or its Representatives in accordance with such non-disclosure agreement and (y) terminate access by any other Person
and its Representatives to any physical or electronic data room or other access to data or information by Diamond or any of its
Subsidiaries, in each case, relating to or in connection with, any Diamond Competing Proposal or Diamond Inquiry. Diamond shall
promptly following the execution of this Agreement inform its and its relevant Subsidiaries’ Representatives of Diamond’s
obligations under this Section 5.3. For purposes of this Section 5.3, the term “Person” means
any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Diamond,
Seaways or any Seaways Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Diamond, the Diamond
Subsidiaries and their respective Representatives may in any event (A) seek to clarify and understand the terms and conditions
of any Diamond Competing Proposal (or amended proposal) solely to determine whether such Diamond Competing Proposal constitutes
or would reasonably be expected to lead to a Diamond Superior Proposal and (B) inform a Person that has made a Diamond Competing
Proposal or an inquiry, proposal or offer which would reasonably be expected to lead to a Diamond Competing Proposal of the provisions
of this Section 5.3, in each case, so long as Diamond, the Diamond Subsidiaries and their respective Representatives otherwise
comply with this Section 5.3 in connection therewith.

(b)       Notwithstanding
the limitations set forth in Section 5.3(a), if Diamond receives, after the date hereof and prior to the receipt of the
Diamond Shareholder Approval, a bona fide, unsolicited, written Diamond Competing Proposal from any Person that did not result
from a breach of this Section 5.3, which the Diamond Board of Directors determines in good faith after consultation with
Diamond’s outside legal and financial advisors, constitutes a Diamond Superior Proposal or is reasonably likely to lead
to a Diamond Superior Proposal, then, subject to compliance with Section 5.3(c), Diamond may take the following actions:
(x) furnish nonpublic information that was previously furnished to Seaways to the Person making such Diamond Competing Proposal,
if, and only if, prior to so furnishing such information, Diamond receives from such Person an executed Acceptable Confidentiality
Agreement (and provides a copy of such Acceptable Confidentiality Agreement to Seaways) and (y) engage in discussions or negotiations
with such Person with respect to the Diamond Competing Proposal.

(c)       Diamond
shall notify Seaways promptly (but in no event later than twenty-four (24) hours) after receipt of any inquiry, proposal or offer
that constitutes or would reasonably be expected to lead to a Diamond Competing Proposal, or any inquiry or request for nonpublic
information relating to Diamond or any Diamond Subsidiary by any Person who has made or would reasonably be expected to make any
Diamond Competing Proposal (each of the foregoing, a “Diamond Inquiry”). Such notice shall be made orally and
confirmed in writing, and shall indicate the identity of the Person making the Diamond Inquiry or with whom Diamond is engaging
in discussions or negotiations, and the material terms (including price) and conditions of any such Diamond Inquiry or the nature
of the information requested pursuant to such Diamond Inquiry. In addition, Diamond shall promptly (but in any event within twenty-four
(24) hours) after the receipt thereof, provide to Seaways copies of any proposed draft agreements and other written documentation
material to understanding any Diamond Competing Proposal or Diamond Inquiry which is received by Diamond from any Person (or from
any Representatives of such Person) making such Diamond Competing Proposal or Diamond Inquiry or with whom discussions or negotiations
would reasonably be expected to lead to a Diamond Competing Proposal. Diamond shall keep Seaways reasonably informed of the status
and material terms and conditions (including any amendments or proposed amendments to such material terms or conditions) of any
such Diamond Competing Proposal or Diamond Inquiry and keep Seaways reasonably informed as to the nature of any information requested
of Diamond or any Diamond Subsidiary or any of their respective Representatives with respect thereto. Neither Diamond nor any
of its affiliates will enter into any agreement with any Person which prohibits Diamond from providing any information to Seaways
in accordance with, or otherwise complying with, this Section 5.3.

 

(d)       Notwithstanding
anything in this Section 5.3
(other than
Section 5.3(e)) or Section 5.5 to the contrary, at any time prior to the receipt
of the Diamond Shareholder Approval, the Diamond Board of Directors may make a Diamond Change of Recommendation following receipt
of a bona fide, unsolicited, written Diamond Competing Proposal, which the Diamond Board of Directors determines in good faith
after consultation with Diamond’s outside legal and financial advisors is a
Diamond Superior Proposal,
in each case, if and only if, (x) neither Diamond nor any of its Representatives solicited, encouraged or facilitated such Diamond
Competing Proposal in breach of, or is otherwise in breach of, the provisions of this Section 5.3, and (y) the Diamond
Board of Directors has determined in good faith after consultation with Diamond’s outside legal counsel that the failure
to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Diamond Board
of Directors under applicable Republic of the Marshall Islands Law.

(e)       Prior
to Diamond making a Diamond Change of Recommendation in accordance with Section 5.3(d), Diamond shall provide Seaways with
five (5) business days’ prior written notice (it being understood and agreed that any material amendment to the applicable
Diamond Competing Proposal shall require a new notice and an additional two (2) business day period) advising Seaways that the
Diamond Board of Directors intends to take such action and contemporaneously providing to Seaways a copy of the
Diamond
Superior Proposal, a copy of any proposed agreements for such Diamond Superior Proposal
(including any financing commitments related thereto) and indicating the identity of the
Person making such Diamond Competing Proposal (or, in each case, if not provided in writing to
Diamond or any of its Representatives, a written summary of the terms thereof), and during such initial five (5) business day
or subsequent two (2) business day period, (x) Diamond shall negotiate, and cause its Representatives to negotiate, with Seaways
and its Representatives in good faith (to the extent Seaways wishes to negotiate) to enable Seaways to determine whether to propose
revisions to the terms of this Agreement or any other agreement related to the Transactions such that such Diamond Competing Proposal
would no longer constitute a
Diamond Superior Proposal and (y) Diamond shall consider in
good faith any proposal by Seaways to amend the terms and conditions of this Agreement or any other agreement related to the Transactions
such that such Diamond Competing Proposal would no longer constitute a
Diamond Superior Proposal.

 

(f)       Subject
to Seaways’ rights pursuant to Section 8.1 and Section 8.2(b), nothing contained in this Agreement shall prohibit
Diamond or the Diamond Board of Directors from (i) disclosing to Diamond’s
shareholders
a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii)
making any “stop, look and listen” communication to the Diamond shareholders pursuant to Rule 14d-9(f) promulgated
under the Exchange Act limited to the information specified in such rule; provided that this Section 5.3(f) shall
not permit the Diamond Board of Directors to make a Diamond Change of Recommendation except in compliance with Section 5.3(d)
and Section 5.3(e) or take any other action with respect to any inquiry, proposal or offer that constitutes or would
reasonably be expected to constitute a Diamond Competing Proposal except to the extent such action is explicitly permitted by
the other paragraphs of this Section 5.3.

Section
5.4     Solicitation by Seaways.

 

(a)       From
and after the date of this Agreement until the earlier of the Effective Time and the time, if any, at which this Agreement is
terminated in accordance with Section 8.1, and except as otherwise specifically provided for in this Section 5.4,
Seaways agrees that it shall not (and that the Seaways Board of Directors shall not and that Seaways shall cause each Seaways
Subsidiary not to), and that it shall cause its and its Subsidiaries’ officers and employees not to, and that it shall use
its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly: (i)
solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer, or the making, submission, modification
or amendment or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders)
which constitutes or would be reasonably expected to lead to a Seaways Competing Proposal, (ii) participate in or engage in any
negotiations or discussions (other than to state that they are not permitted to have discussions)
regarding, or furnish to any Person any nonpublic information relating to Seaways or any Seaways Subsidiary in connection
with, any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to a Seaways Competing Proposal,
(iii) except in the event the Seaways Board of Directors has determined in good faith after consultation with Seaways’ outside
legal counsel that failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the
members of the Seaways Board of Directors under applicable Republic of the Marshall Islands law, waive, terminate, modify or release
any Person (other than Diamond or any Diamond Subsidiary) from any provision of, or grant any permission, waiver or request under,
or fail to enforce, any “standstill” or similar agreement or obligation provided that Diamond shall notify
Seaways promptly (and in any event within twenty-four (24) hours of any such waiver, termination, modification, release or grant
of permission, waiver or request, (iv) approve or recommend, propose publicly to approve or recommend, or fail to timely publicly
and without qualification recommend against, any Seaways Competing Proposal and reaffirm the Seaways Board Recommendation, in
each case, within ten (10) business days after the Seaways Competing Proposal is made public (including
upon request of Diamond to do so) (or such fewer number of days as remains prior to the date that is two (2) business days prior
to the Seaways Special Meeting), (v) fail to include the Seaways Board Recommendation in the Proxy Statement/Prospectus, (vi)
withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a
manner adverse to Diamond, the Seaways Board Recommendation, (vii) enter into any letter of intent or other document or agreement
relating to, or any agreement or commitment providing for, any Seaways Competing Proposal, other than an Acceptable Confidentiality
Agreement, or (viii) resolve or agree to do any of the foregoing (any act or failure to act described in clauses (iv) through
(vii) above, a “Seaways Change of Recommendation”). Seaways shall immediately cease, and cause its Subsidiaries
and its and their respective directors, officers and employees to cease, and shall use its reasonable best efforts to cause its
and its Subsidiaries’ other Representatives to immediately cease, any and all existing discussions or negotiations with
any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Seaways Competing
Proposal or Seaways Inquiry. Seaways shall, and shall cause its affiliates to, promptly (x) cause (to the extent it has not already
done so prior to the date of this Agreement) any Person that has executed a confidentiality or non-disclosure agreement in connection
with any Seaways Competing Proposal or Seaways Inquiry that remains in effect as of the date of this Agreement to return or destroy
all confidential information in the possession of such Person or its Representatives in accordance with such non-disclosure agreement
and (y) terminate access by any other Person and its Representatives to any physical or electronic data room or other access to
data or information by Seaways or any of its Subsidiaries, in each case, relating to or in connection with, any Seaways Competing
Proposal or Seaways Inquiry. Diamond. Seaways shall promptly following the execution of this Agreement inform its and its relevant
Subsidiaries’ Representatives of Seaways’ obligations under this Section 5.4. For purposes of this Section
5.4
, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange
Act, other than, with respect to Seaways, Diamond or any Diamond Subsidiaries. Notwithstanding anything to the contrary contained
in this Agreement, Seaways, the Seaways Subsidiaries and their respective Representatives may in any event (A) seek to clarify
and understand the terms and conditions of any Seaways Competing Proposal (or amended proposal) solely to determine whether such
Seaways Competing Proposal constitutes or would reasonably be expected to lead to a Seaways Superior Proposal and (B) inform a
Person that has made a Seaways Competing Proposal or an inquiry, proposal or offer which would reasonably be expected to lead
to a Seaways Competing Proposal of the provisions of this Section 5.4, in each case, so long as Seaways, the Seaways Subsidiaries
and their respective Representatives otherwise comply with this Section 5.4 in connection therewith.

(b)       Notwithstanding
the limitations set forth in Section 5.4(a), if Seaways receives, after the date hereof and prior to the receipt of the
Seaways Shareholder Approval, a bona fide, unsolicited, written Seaways Competing Proposal from any Person that did not result
from a breach of this Section 5.4, which the Seaways Board of Directors determines in good faith after consultation with
Seaways’ outside legal and financial advisors constitutes a Seaways Superior Proposal or is reasonably likely to lead to
a Seaways Superior Proposal, then, subject to compliance with Section 5.4(c), Seaways may take the following actions: (x)
furnish nonpublic information that was previously furnished to Diamond to the Person making such Seaways Competing Proposal, if,
and only if, prior to so furnishing such information, Seaways receives from such Person an executed
Acceptable
Confidentiality Agreement and (y) engage in discussions or negotiations with such Person with
respect to the Seaways Competing Proposal (and provides a copy of such Acceptable Confidentiality Agreement to Diamond).

 

(c)       Seaways
shall notify Diamond promptly (but in no event later than twenty-four (24) hours) after receipt of any inquiry, proposal or offer
that constitutes or would reasonably be expected to lead to a Seaways Competing Proposal, or any inquiry or request for nonpublic
information relating to Seaways or any Seaways Subsidiary by any Person who has made or would reasonably be expected to make any
Seaways Competing Proposal (each of the foregoing, a “Seaways Inquiry”). Such notice shall be made orally and
confirmed in writing, and shall indicate the identity of the Person making the Seaways Inquiry or with whom Seaways is engaging
in discussions or negotiations, and the material terms (including price) and conditions of any such Seaways Inquiry or the nature
of the information requested pursuant to such Seaways Inquiry. In addition, Seaways shall promptly (but in any event within twenty-four
(24) hours) after the receipt thereof, provide to Diamond copies of any proposed draft agreements and other written documentation
material to understanding any Seaways Competing Proposal or Seaways Inquiry which is received by Seaways from any Person (or from
any Representatives of such Person) making such Seaways Competing Proposal or Seaways Inquiry or with whom discussions or negotiations
would reasonably be expected to lead to a Seaways Competing Proposal. Seaways shall keep Diamond reasonably informed of the status
and material terms and conditions (including any amendments or proposed amendments to such material terms or conditions) of any
such Seaways Competing Proposal or Seaways Inquiry and keep Diamond reasonably informed as to the nature of any information requested
of Seaways or any Seaways Subsidiary or any of their respective Representatives with respect thereto. Neither Seaways nor any
of its affiliates will enter into any agreement with any Person which prohibits Seaways from providing any information to Diamond
in accordance with, or otherwise complying with, this Section 5.4.

 

(d)       Notwithstanding
anything in this Section 5.4
(other than
Section 5.4(e)) or Section 5.5 to the contrary, at any time prior to the receipt
of the Seaways Shareholder Approval, the Seaways Board of Directors may make a Seaways Change of Recommendation following receipt
of a bona fide, unsolicited, written Seaways Competing Proposal, which the Seaways Board of Directors determines in good faith
after consultation with Seaways’ outside legal and financial advisors is a Seaways Superior Proposal, in each case, if and
only if, (x) neither Seaways nor any of its Representatives solicited, encouraged or facilitated such Seaways Competing Proposal
in breach of, or is otherwise in breach of, the provisions of this Section 5.4, and (y) the Seaways Board of Directors
has determined in good faith after consultation with Seaways’ outside legal counsel that the failure to take such action
would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Seaways Board of Directors under
applicable Republic of the Marshall Islands Law.

(e)       Prior
to Seaways making a Seaways Change of Recommendation in accordance with Section 5.4(d), Seaways shall provide Diamond with
five (5) business days’ prior written notice (it being understood and agreed that any material amendment to the applicable
Seaways Competing Proposal shall require a new notice and an additional two (2) business day period) advising Diamond that the
Seaways Board of Directors intends to take such action and contemporaneously providing to Diamond a copy of the Seaways Superior
Proposal, a copy of any proposed agreements for such Seaways Superior Proposal (including any financing commitments related thereto)
and indicating the identity of the Person making such Seaways Competing Proposal (or, in
each case, if not provided in writing to Seaways or any of its Representatives, a written summary of the terms thereof), and during
such initial (5) business day or subsequent two (2) business day period, (x) Seaways shall negotiate, and cause its Representatives
to negotiate, with Diamond and its Representatives in good faith (to the extent Diamond wishes to negotiate) to enable Diamond
to determine whether to propose revisions to the terms of this Agreement or any other agreement related to the Transactions such
that such Seaways Competing Proposal would no longer constitute a Seaways Superior Proposal and (y) Seaways shall consider in
good faith any proposal by Diamond to amend the terms and conditions of this Agreement or any other agreement related to the Transactions
such that such Seaways Competing Proposal would no longer constitute a Seaways Superior Proposal.

 

(f)       Subject
to Diamond’s rights under Section 8.1 and Section 8.2(c), nothing contained in this Agreement shall prohibit
Seaways or the Seaways Board of Directors from (i) disclosing to Seaways’ shareholders a position contemplated by Rules
14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any “stop, look and listen” communication to
the Seaways shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act limited to the information specified in
such rule; provided that this Section 5.4(f) shall not permit the Seaways Board of Directors to make a Seaways Change
of Recommendation except in compliance with Section 5.4(d) and Section 5.4(e) or take any other action with respect
to any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute a Seaways Competing Proposal
except to the extent such action is explicitly permitted by the other paragraphs of this Section 5.4.

Section
5.5     Preparation of the Form S-4, the Proxy Statement/Prospectus; Diamond Special Meeting and Seaways
Special Meeting
.

 

(a)       As
promptly as reasonably practicable following the date of this Agreement, (i) Diamond and Seaways shall jointly prepare and cause
to be filed with the SEC the Proxy Statement/Prospectus in preliminary form, and (ii) Seaways shall prepare the Form S-4 with
respect to the Seaways Shares issuable in the Merger, which will include the Proxy Statement/Prospectus and which Seaways shall
cause to be filed with the SEC. Each of Diamond and Seaways shall use its reasonable best efforts to (1) to make such filings
no later than thirty-five (35) days after the date of this Agreement, (2) have the Form S-4 declared effective under the Securities
Act as promptly as practicable after such filings and thereafter as promptly as practicable mail or deliver the Proxy Statement/Prospectus
to their respective shareholders, (3) ensure that the Form S-4 complies in all material respects with the applicable provisions
of the Exchange Act or Securities Act and (4) keep the Form S-4 effective for so long as necessary to complete the Merger. Each
of Diamond and Seaways shall furnish all information concerning itself, its directors, officers, affiliates, the holders of its
shares and such other matters as may be reasonably necessary or advisable to the other and provide such other assistance as may
be reasonably requested in connection with the preparation, filing, distribution or publication, as applicable, of each of the
Form S-4 and the Proxy Statement/Prospectus. Each of Diamond and Seaways shall promptly notify the other upon the receipt of any
comments or other communications from the SEC or its staff or any request from the SEC or its staff for amendments or supplements
to the Form S-4 or the Proxy Statement/Prospectus, and shall, as promptly as practicable after receipt thereof, provide the other
with copies of all correspondence between it and its Representatives, on one hand, and the SEC or its staff, on the other hand,
and all written comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC or its staff and
advise the other party of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC
or its staff. Each of Diamond and Seaways shall use its reasonable best efforts to make available to the other Party and respond
as promptly as practicable to any comments or other communications from the SEC or its staff with respect to the Proxy Statement/Prospectus,
and Seaways shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC or its staff
with respect to the Form S-4. Notwithstanding the foregoing, prior to (x) filing the Form S-4 (or any amendment or supplement
thereto), (y) filing or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto), or (z) responding to
any comments of the SEC or its staff with respect to the Form S-4 or the Proxy Statement/Prospectus, each of Diamond and Seaways
shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response in advance (including
the proposed final version of such document or response) and consider in good faith any comments provided by Diamond or Seaways
or any of their respective Representatives with respect thereto. No filing of, or amendment or supplement to, the Form S-4 or
the Proxy Statement/Prospectus will be made by Diamond or Seaways, as applicable, without the other’s prior written consent
(not to be unreasonably withheld, conditioned or delayed) and without providing the other Party a reasonable opportunity to review
and comment thereon. Seaways shall advise Diamond, promptly after it receives notice thereof, of the time of effectiveness of
the Form S-4 or upon filing any supplement or amendment thereto, the issuance of any stop order relating thereto or the suspension
of the qualification of the Seaways Shares issuable in connection with the Merger for offering or sale in any jurisdiction, and
Seaways shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.
Seaways shall also use its reasonable best efforts to take any other action required to be taken under the Securities Act, the
Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder
in connection with the issuance of the Seaways Shares in the Merger, and Diamond shall furnish all information concerning Diamond,
the Diamond Subsidiaries and the holders of Diamond Shares as may be reasonably requested in connection with any such actions.
Each of Diamond and Seaways will use its reasonable best efforts to ensure that the information
relating to Diamond and its affiliates, officers and directors in the case of Diamond, and relating to Seaways and its affiliates,
officers and directors in the case of Seaways, contained in the Form S-4 and the Proxy Statement/Prospectus will not, (x) in the
case of the Proxy Statement/Prospectus, on the date the Proxy Statement/Prospectus (and any amendment or supplement thereto) is
first mailed to the shareholders of Diamond or Seaways and (y) in the case of the Form S-4, at the time the Form S-4 (and any
amendment or supplement thereto) is filed and the date it is declared effective or any post-effective amendment thereto is filed
or is declared effective, or at the time of the Seaways Special Meeting (as it may be adjourned or postponed in accordance with
the terms hereof), contain any untrue statement of any material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were
made, not false or misleading.

(b)       If
any information relating to Diamond or Seaways, respectively, or any of their respective affiliates, officers or directors, should
be discovered by Diamond or Seaways which, in the reasonable judgment of Diamond or Seaways, respectively, should be set forth
in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would
not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly
notify the other Parties, and Diamond and Seaways shall cooperate in the prompt filing with the SEC of any necessary amendment
of, or supplement to, the Proxy Statement/Prospectus or the Form S-4 and, to the extent required by Law, in disseminating the
information contained in such amendment or supplement to shareholders of Diamond and the shareholders of Seaways. Nothing in this
Section 5.5(b) shall limit the obligations of any Party under Section 5.5(a). For purposes of this Section 5.5,
any information concerning or related to Diamond, its affiliates or the Diamond Special Meeting will be deemed to have been provided
by Diamond, and any information concerning or related to Seaways, its affiliates or the Seaways Special Meeting will be deemed
to have been provided by Seaways.

 

(c)       Diamond
shall, in accordance with applicable Law and the Diamond Governing Documents, establish a record date for, duly call, give notice
of the Diamond Special Meeting as promptly as practicable and mail the Proxy Statement/Prospectus the shareholders of Diamond
entitled to vote at the Diamond Special Meeting and hold the Diamond Special Meeting as soon as practicable after the Form S-4
is declared effective under the Securities Act (or such later date as the Parties shall agree), subject to Section 5.5(e).
Diamond shall, through the Diamond Board of Directors, make the Diamond Board Recommendation, include such Diamond Board Recommendation
in the Proxy Statement/Prospectus and solicit and use its reasonable best efforts to obtain the Diamond Shareholder Approval,
except in each case to the extent that the Diamond Board of Directors shall have made a Diamond Change of Recommendation as permitted
by Section 5.3. Notwithstanding the foregoing provisions of this Section 5.5(c), Diamond shall have the right,
following consultation with Seaways, to make (and, if so requested by Seaways, shall be required to make) one or more successive
postponements or adjournments of the Diamond Special Meeting of not more than fifteen (15) days individually (i) if, on a date
for which the Diamond Special Meeting is scheduled, Diamond has not received proxies representing a sufficient number of Diamond
Shares to obtain the Diamond Shareholder Approval, whether or not a quorum is present, or (ii) if such adjournment or postponement
is required by applicable Law, including to the extent such adjournment or postponement is required under applicable Law to ensure
that any required supplement or amendment to the Proxy Statement/Prospectus is provided or made available to Diamond shareholders
or to permit dissemination of information which is material to shareholders voting at the Diamond Special Meeting and to give
Diamond shareholders sufficient time to evaluate any such supplement or amendment or other information; provided that the
Diamond Special Meeting shall not be postponed or adjourned to a date that is in the aggregate more than thirty (30) days after
the date for which the Diamond Special Meeting was originally scheduled (without giving effect to any postponement). Once Diamond
has established a record date for the Diamond Special Meeting, Diamond shall not change such record date or establish a different
record date for the Diamond Special Meeting without the prior written consent of Seaways, unless, following consultation with
Seaways, required to do so by applicable Law or the Diamond Governing Documents. Without the prior written consent of Seaways,
the adoption of the Plan of Merger shall be the only matter (other than matters of procedure, matters required by applicable Law
to be voted on by Diamond’s shareholders in connection with the authorization of the Plan of Merger and, if applicable,
a “Say-on-Golden-Parachute” vote) that Diamond shall propose to be acted on by the shareholders of Diamond at the
Diamond Special Meeting. Notwithstanding anything to the contrary herein, unless this Agreement
has been terminated in accordance with its terms, the Diamond Special Meeting shall be convened and the Plan of Merger shall be
submitted for authorization by the shareholders of Diamond at the Diamond Special Meeting, and nothing contained herein shall
be deemed to relieve Diamond of such obligation.

(d)       Seaways
shall, in accordance with applicable Law and the Seaways Governing Documents, establish a record date for, duly call, give notice
of the Seaways Special Meeting at which the Seaways Share Issuance will be proposed for the purpose of obtaining the Seaways Shareholders
Approval as promptly as practicable and mail the Proxy Statement/ Prospectus to the shareholders of Seaways entitled to vote at
the Seaways Special Meeting and hold the Seaways Special Meeting as soon as practicable after the Form S-4 is declared effective
under the Securities Act (or such later date as the Parties shall agree), subject to Section 5.5(e). Seaways shall, through
the Seaways Board of Directors, make the Seaways Board Recommendation, include the Seaways Board Recommendation in the Form S-4,
and solicit and use its reasonable best efforts to obtain the Seaways Shareholder Approval, except in each case to the extent
that the Seaways Board of Directors shall have made a Seaways Change of Recommendation as permitted by Section 5.4. Notwithstanding
the foregoing provisions of this Section 5.5(c), Seaways shall have the right, following consultation with Diamond, to
make (and, if so requested by Diamond, shall be required to make) one or more successive postponements or adjournments of the
Seaways Special Meeting of not more than fifteen (15) days individually (i) if, on a date for which the Seaways Special Meeting
is scheduled, Seaways has not received proxies representing a sufficient number of Seaways Shares to obtain the Seaways Shareholder
Approval, whether or not a quorum is present, or (ii) if such adjournment or postponement is required by applicable Law, including
to the extent such adjournment or postponement is required under applicable Law to ensure that any required supplement or amendment
to the Form S-4 is provided or made available to Seaways shareholders or to permit dissemination of information which is material
to shareholders voting at the Seaways Special Meeting and to give Seaways shareholders sufficient time to evaluate any such supplement
or amendment or other information; provided that the Seaways Special Meeting shall not be postponed or adjourned to a date
that is in the aggregate more than thirty (30) days after the date for which the Seaways Special Meeting was originally scheduled
(without giving effect to any postponement). Once Seaways has established a record date for the Seaways Special Meeting, Seaways
shall not change such record date or establish a different record date for the Seaways Special Meeting without the prior written
consent of Diamond, unless, following consultation with Diamond, required to do so by applicable Law or the Seaways Governing
Documents. Without the prior written consent of Diamond, the Seaways Share Issuance shall be the only matter (other than matters
of procedure and matters required by applicable Law to be voted on by Seaways’ shareholders in connection with the approval
of this Agreement and the Transactions and, if applicable, a “Say-on-Golden Parachute” vote) that Seaways shall propose
to be acted on by the shareholders of Seaways at the Seaways Special Meeting. Notwithstanding
anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Seaways Special Meeting
shall be convened and the Seaways Shares Issuance shall be submitted for approval by the shareholders of Seaways at the Seaways
Special Meeting, and nothing contained herein shall be deemed to relieve Seaways of such obligation.

(e)       Diamond
and Seaways will use their respective reasonable best efforts to hold the Diamond Special Meeting and the Seaways Special Meeting
as closely together in time as practicable and on the same date and as soon as reasonably practicable after the date of this Agreement.

 

Section
5.6     
No Control
of Other Party’s Business
. Nothing contained in this Agreement shall give either Diamond or Seaways, directly or indirectly,
the right to control or direct the business or operations of the other Party prior to the Effective Time. Prior to the Effective
Time, each of Diamond and Seaways shall exercise, consistent with the terms and conditions of this Agreement, complete control
and supervision over its and its Subsidiaries’ respective business and operations.

 

Article
VI.

ADDITIONAL AGREEMENTS

 

Section
6.1     Access; Confidentiality; Notice of Certain Events.

 

(a)       From
the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated
pursuant to Section 8.1, to the extent permitted by applicable Law, (i) each of Diamond and Seaways shall, and shall cause
each of the Diamond Subsidiaries and the Seaways Subsidiaries, respectively, to afford to the other Party and to the Representatives
of such other Party who have a need to know such information reasonable access during normal
business hours and upon reasonable advance notice in a manner that does not interfere unreasonably with the disclosing Party’s
business to all of their respective properties, offices, books, Contracts, personnel and records, (ii) each of Diamond and Seaways
shall, and shall cause each of the Diamond Subsidiaries and the Seaways Subsidiaries, respectively, to, furnish reasonably promptly
to the other Party all information (financial or otherwise) concerning its business, properties, vessels and personnel as such
other Party may reasonably request and (iii) each of Diamond and Seaways shall instruct their respective Representatives, ship
managers and pool managers, as applicable, to cooperate in connection with such access and disclosure obligations. Notwithstanding
the foregoing, neither Diamond nor Seaways shall be required by this Section 6.1 to provide the other Party or the Representatives
of such other Party with access to or to disclose information (A) that such Party or its Representatives is prohibited from providing
under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered
into after the date of this Agreement in the ordinary course of business and not otherwise in breach of this Agreement (provided,
however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third
party to such access or disclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided,
however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to
permit reasonable disclosure not in violation of any such Law or duty), (C) that is subject to any attorney-client, attorney work
product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts
to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney
work product or other legal privilege) or (D) if doing so would violate any COVID-19 Measure or policy or guideline related to
COVID-19 or if doing so would, in the reasonable determination of the disclosing party, endanger the health and safety of the
personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof (provided, however,
that (x) the disclosing party shall use reasonable best efforts to provide appropriate substitute arrangements to permit reasonable
access or disclosure not in violation of any such COVID-19 Measure or otherwise reasonably required to protect health and safety
of the personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof and (y) the Parties do
not intend this clause (D) to prohibit in-person inspections of vessels). Each of Diamond and Seaways will use its commercially
reasonable efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access,
data and information hereunder.

(b)       Each
of Diamond and Seaways will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including
any information exchanged pursuant to this Section 6.1, in confidence to the extent required by and in accordance with
the terms of the Confidentiality Agreement.

 

(c)       Diamond
shall give prompt notice to Seaways, and Seaways shall give prompt notice to Diamond of any of the following to occur after the
date of this Agreement, (i) any notice required to be delivered pursuant to, or other written communication received by such Party
or any of its Subsidiaries under, the Termination Agreements or the Debt Consents, the Debt Amendment Letters or the Existing
Debt Agreement, (ii) any notice or other material communication received by such Party or any of its Subsidiaries from any Governmental
Entity in connection with this Agreement, the Merger or other Transactions, or from any other Person alleging that the consent
of such Person is or may be required in connection with the Merger or any other Transaction and (iii) upon becoming aware of the
occurrence or impending occurrence of any breach or other fact, circumstance or Effect that, or the occurrence or non-occurrence
of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions
to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed.
Diamond shall keep Seaways reasonably apprised of the status of the transition of Diamond Vessels contemplated by the Termination
Agreements.

(d)       No
access, rights to inspection, information or notice delivered by either Party or any of their respective Representatives shall
affect or be deemed to modify or waive any of the representations or warranties of the other Party set forth in this Agreement
or be deemed to amend or update the Diamond Disclosure Letter or Seaways Disclosure Letter or cure any breach of any representation
or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies
available hereunder to any Party. The failure to deliver any notice pursuant to Section 6.1(c) shall not affect any of
the conditions set forth in Article VII or give rise to any right to terminate under Article VIII, except for any
such failure that constitutes a Willful Breach of this Agreement.

 

Section
6.2     Reasonable Best Efforts.

 

(a)       Subject
to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the
Merger and the other Transactions as promptly as practicable after the date hereof, including (i) (A) preparing and filing, in
consultation with the other Party, all necessary or advisable applications, notices, petitions, filings and other documents required
to be prepared or filed by such Party as promptly as practicable and advisable after the date
hereof, and (B) using
its reasonable best efforts to obtain as promptly as practicable and advisable and in any event prior
to the Outside Date all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations,
approvals, permits and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental
Entity (including under the HSR Act) in order to consummate the Merger or any of the other Transactions and (ii) cooperating with
the other Party required to file such applications, notices, petitions, filings and other documents by using its reasonable best
efforts to take all steps as may be necessary in connection therewith, including providing all necessary information and assistance
reasonably requested by such Party.

 

(b)       Each
of Seaways and Diamond shall, in connection with the efforts referenced in Section 6.2(a) to obtain all waiting period
expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations
for the Transactions under the HSR Act, (i) promptly file or cause to be filed, within fifteen (15) business days from the date
hereof, or such later date as may be agreed between Seaways and Diamond, all required filings under the HSR Act; (ii) cooperate
in all respects and consult with each other in connection with any filing or submission and in connection with any investigation
or other inquiry, including any proceeding initiated by a private party under any Antitrust Law, including by allowing the other
Party to have a reasonable opportunity to review and comment on drafts of any filings and submissions; (iii) promptly inform the
other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department
of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental
Entity with respect to any Antitrust Law, by promptly providing copies to the other Party of any such written communications,
and of any material communication received or given in connection with any proceeding by a private party under any Antitrust Law,
in each case regarding any of the Transactions; (iv) permit the other Party
a
reasonable opportunity to review in advance any communication that it gives to, and consult with
each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental
Entity with respect to the subject matter of this Section 6.2(b), or, in connection with any proceeding by a private party
under any Antitrust Law, with any other Person and (v) to the extent permitted by the DOJ, the FTC or any other applicable Governmental
Entity or other Person with respect to the subject matter of this Section 6.2(b), give the other Party
a reasonable
opportunity to attend and participate in any in-person meetings with the DOJ, the FTC or any other
Governmental Entity or other Person with respect to the subject matter of this Section 6.2(b); provided that (x)
any such written communications provided under this Section 6.2(b) may be redacted as necessary to address attorney-client
privilege or to comply with applicable Law (provided, however, that the withholding Party shall use its reasonable best efforts
to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such attorney-client privilege
or Law); (y) portions of such copies that are competitively sensitive in the view of the disclosing party’s outside counsel
may be redacted as necessary or designated so as to be provided to outside antitrust counsel only.

(c)       Each
of Seaways and Diamond shall use its reasonable best efforts to obtain the expiration or termination of all waiting periods and
all consents, waivers, authorizations and approvals of all third parties, including Governmental Entities, necessary, proper or
advisable for the consummation of the Transactions and to provide any notices to third parties required to be provided prior to
the Effective Time; provided that neither Diamond nor Seaways shall, without the prior written consent of the other Party,
incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant
modification to any contractual arrangement to obtain such consents or certificates in each case, that would have a Diamond Material
Adverse Effect or Seaways Material Adverse Effect, as the case may be.

 

Section
6.3     Publicity. Subject to Section 6.7 (solely with respect to communications directed to the
employees of the Parties in their capacity as such), so long as this Agreement is in effect, neither Diamond nor Seaways shall
issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or
the other Transactions without the prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned
or delayed, unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or by
any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication
of any press release or other public announcement with respect to the Merger, this Agreement or the other Transactions, in which
event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other
Party to review and comment upon such press release or other announcement as far in advance as is reasonably practicable and shall
give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however,
that (i) without limiting any of its obligations under Section 5.3, Diamond shall not be required by this Section 6.3
to provide any such review or comment to Seaways with respect to any press release or other public announcement made in connection
with a Diamond Change of Recommendation and matters related thereto or in connection with any litigation between the Parties and
(ii) without limiting any of its obligations under Section 5.4, Seaways shall not be required by this Section 6.3
to provide any such review or comment to Diamond with respect to any press release or other public announcement made in connection
with a Seaways Change of Recommendation and matters related thereto or in connection with any litigation between the Parties;
provided, further, each Party and their respective affiliates may make statements that substantially reiterate
(and are not inconsistent with) previous press releases, public disclosures or public statements made by Seaways and Diamond in
compliance with this Section 6.3. Seaways and Diamond agree that the press release announcing the execution and delivery
of this Agreement shall be a joint press release of Seaways and Diamond.

Section
6.4     Directors’ and Officers’ Insurance and Indemnification.

 

(a)       For
not less than six (6) years from and after the Effective Time, Seaways shall cause the Surviving Corporation to indemnify and
hold harmless all past and present directors and officers of Diamond and the Diamond Subsidiaries (collectively, the “Indemnified
Parties
”) against any costs or expenses (including advancing reasonable fees and expenses in advance of the final disposition
of any actual or threatened claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted
by Law and pursuant to the Diamond Governing Documents or the Organizational Documents of any Diamond Subsidiary or any indemnification
agreements, if any, in existence on the date of this Agreement; provided such Indemnified Party agrees in advance to return
any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party
is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection
with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged
to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this
Agreement and the consummation of the Merger or any of the other Transactions), whether asserted or claimed prior to, at or after
the Effective Time, in connection with such persons serving as an officer or director of Diamond or any of the Diamond Subsidiaries
or of any Person serving at the request of Diamond or any of the Diamond Subsidiaries as a director, officer, employee or agent
of another Person, to the fullest extent permitted by Law and provided pursuant to the Diamond Governing Documents or the Organizational
Documents of any Diamond Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement.

 

(b)       The
Parties agree that for six (6) years after the Effective Time all rights to elimination or limitation of liability, indemnification
and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether
asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in
their respective articles of incorporation or by-laws (or comparable Organizational Documents) or in any agreement shall survive
the Merger and shall continue in full force and effect. For six (6) years after the Effective Time, the Surviving Corporation
shall cause to be maintained in effect the provisions in (i) the Diamond Governing Documents and the Organizational Documents
of any Diamond Subsidiary and (ii) any other agreements of Diamond and the Diamond Subsidiaries with any Indemnified Party, in
each case, regarding elimination or limitation of liability, indemnification of officers, directors, employees and agents or other
fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended,
modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party
in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions
occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions)
without the consent of such Indemnified Party.

(c)       Seaways
shall cause the Surviving Corporation to maintain, for an aggregate period of not less than six (6) years from the Effective Time,
the current directors’ and officers’ liability insurance policy maintained by Diamond with respect to claims arising
from facts or events occurring at or prior to the Effective Time (the “D&O Insurance”); provided,
however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess
of four hundred percent (400%) of the last annual premium paid prior to the date of this Agreement by Diamond for such policy
and if such premium for such insurance would at any time exceed such cap, then the Surviving Corporation shall cause to be maintained
an insurance policy which, in the Surviving Corporation’s good faith determination, provides the maximum coverage available
at an annual premium equal to such cap; provided, further, that Diamond may, prior to the Effective Time, substitute
therefor a tail policy to Diamond’s current directors’ and officer’s liability insurance policy providing equivalent
coverage with a cost not in excess of four hundred percent (400%) of the last annual premium paid prior to the date of this Agreement
by Diamond for such policy. Diamond shall reasonably cooperate with Seaways prior to the Effective Time to enable Seaways, at
the election of Seaways, to purchase such a tail policy. Notwithstanding anything in this Section 6.4 to the contrary,
if any Indemnified Party notifies Seaways on or prior to the sixth anniversary of the Effective Time of a matter in respect of
which such Person may seek indemnification pursuant to this Section 6.4, the provisions of this Section 6.4 that
require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until
the final disposition of all claims, actions, investigations, suits and proceedings relating thereto.

 

(d)       In
the event Seaways or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges
into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii)
transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall
be made so that the successors and assigns of Seaways or the Surviving Corporation, as the case may be, shall assume the obligations
set forth in this Section 6.4. The provisions of this Section 6.4 shall survive the Effective Time and are intended
to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and Representatives.

 

Section
6.5     Takeover Statutes. The Parties shall (a) take all action necessary so that no Takeover
Statute is or becomes applicable to the Merger or any of the other Transactions or the transactions contemplated by the Voting
and Support Agreements and (b) if any such Takeover Statute is or becomes applicable to the Merger, any of the other Transactions
or any of the transactions contemplated by the Voting and Support Agreements, to take all action necessary so that the Merger,
the other Transactions and the transactions contemplated by the Voting and Support Agreements may be consummated as promptly as
practicable on the terms contemplated hereby and thereby and otherwise to eliminate or minimize the effect of such Takeover Statute
on the Merger, the other Transactions and the transactions contemplated by the Voting and Support Agreement.

Section
6.6     Obligations of Merger Sub and the Surviving Corporation. Seaways shall take all action
necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement
and to cause Merger Sub to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set
forth in this Agreement.

 

Section
6.7     Employee Benefits Matters.

 

(a)       Unless
a longer period is required by applicable Law, Seaways shall, or shall cause the Surviving Corporation or any applicable Seaways
Subsidiary (the “Post-Closing Employer”) to provide, to each employee of Diamond or its Subsidiaries as of
immediately prior to the Effective Time other than the individuals set forth in Section 6.7(a)(i) of the Disclosure Letter (such
non-excluded employees, collectively, the “Continuing Employees”) with the following: (i) for nine (9) months
following the Effective Time (or, if earlier, the termination of employment of such Continuing Employee), a base salary or wage
level that is no less favorable than the base salary or wage level to which such Continuing Employee was entitled immediately
prior to the Effective Time and (ii) for the period from the Effective Time through December 31, 2021 (or, if earlier, through
the termination of employment of such Continuing Employee), other benefits, perquisites and other compensatory terms that are
substantially similar, in the aggregate, to those provided to such Continuing Employee as of immediately prior to the Effective
Time (including cash bonus opportunity and health and welfare benefits, but excluding all equity and equity-based compensation
and severance). For any Continuing Employee who is terminated by the Post-Closing Employer without cause (as determined by the
Post-Closing Employer in its sole discretion) on or prior to December 31, 2021 and who is not party to an agreement that provides
a contractual right to severance or other termination benefits, the Post-Closing Employer will provide such Continuing Employee
with the severance benefits set forth in, and subject to the terms and conditions of, Section 6.7(a)(ii) of the Disclosure Letter.

 

(b)       Following
the Effective Time and upon the transition of the Continuing Employees to the Post-Closing Employer’s health and welfare
benefit plans (the “New Benefit Plans”), (i) Seaways shall use commercially reasonable efforts, or shall use
commercially reasonable efforts to cause the Post-Closing Employer to take commercially reasonable steps to ensure that no limitations
or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions
or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries
under the New Benefit Plans and (ii) Seaways shall use commercially reasonable efforts, or shall use commercially reasonable efforts
to cause the Post-Closing Employer to take commercially reasonable steps to provide that any costs or expenses incurred by Continuing
Employees (and their dependents or beneficiaries) up to (and including) the Effective Time shall be taken into account for purposes
of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations
on coverage under any such New Benefit Plan. Seaways shall use commercially reasonable efforts, or shall use commercially reasonable
efforts to cause the Post-Closing Employer to take commercially reasonable steps to grant, or cause to be granted to, all Continuing
Employees from and after the Effective Time credit for all service with the Diamond, Seaways or any Diamond or Seaways Subsidiary,
prior to the Effective Time for all purposes (including eligibility to participate, vesting credit, eligibility to commence benefits,
benefit accrual, early retirement subsidies and severance); provided that the foregoing service recognition shall not apply
to the extent it would result in duplication of benefits for the same period of services.

(c)       Seaways
and Diamond shall reasonably cooperate in respect of consultation obligations and similar notice and bargaining obligations owed
to any employees or consultants of the Post-Closing Employer in accordance with all applicable Laws and works council or other
bargaining agreements, if any.

 

(d)       Between
the date of this Agreement and the Effective Time, Diamond and Seaways shall use their commercially reasonable efforts to cooperate
with each other as necessary to enable the Parties to comply with the provisions of this Section 6.7 and to furnish to
one another such information regarding employment and benefits (including information related to the provision of services by
any third-party vendors) as the other may from time to time reasonably request.

 

(e)       No
later than thirty (30) business days following the date of this Agreement, Diamond shall deliver to Seaways a list of each “disqualified
individual” (as defined in Section 280G of the Code) of Diamond and its Subsidiaries and (i) Diamond’s reasonable,
good faith estimate of the maximum amount (separately identifying single and double-trigger amounts and tax gross-up payments,
if any) that could be paid to such disqualified individual under a Diamond Benefit Plan, and (to the extent such information is
provided to Diamond) under any contemplated post-closing arrangement as a result of any of the transactions contemplated by this
Agreement (alone or in combination with any other event), (ii) the “base amount” (as defined in Section 280G(b)(3)
of the Code) for each such disqualified individual and (iii) underlying documentation on which such calculations are based. Such
information shall be updated and delivered to Seaways not later than twenty (20) business days prior to the anticipated Closing
Date.

 

(f)       Diamond
and Seaways shall provide each other with a copy of any material written communications intended for broad-based and general distribution
to any current or former employees of Diamond, Seaways or any of their respective Subsidiaries if such communications relate to
any of the Transactions, and will provide the other party with a reasonable opportunity to review and comment on such communications
prior to distribution.

 

(g)       Nothing
in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Seaways, the Surviving
Corporation or any affiliate of Seaways, or shall interfere with or restrict in any way the rights of Seaways, the Surviving Corporation
or any affiliate of Seaways, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing
Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a
written agreement between Seaways, the Surviving Corporation, Diamond or any affiliate of Seaways and the Continuing Employee
or any severance, benefit or other applicable plan or program covering such Continuing Employee. Notwithstanding any provision
in this Agreement to the contrary, nothing in this Section 6.7, express or implied, shall (i) be deemed or construed to
be an amendment or other modification of any Diamond Benefit Plan, Seaways Benefit Plan or any other compensation or benefit plan,
program agreement, policy, Contract or arrangement, (ii) create any third party rights or remedies of any nature whatsoever in
any current or former employee, director, or service provider of Diamond, Seaways or their affiliates (or any beneficiaries or
dependents thereof) or any other Person who is not a Party to this Agreement or (iii) alter or limit the ability of the Surviving
Corporation, Seaways, Diamond or any of their respective affiliates to establish, amend, modify or terminate any Diamond Benefit
Plan, Seaways Benefit Plan or other compensation or benefit plan, program, agreement, policy Contract or arrangement at any time
assumed, established, sponsored or maintained by any of them
.

Section
6.8     Rule 16b-3. Prior to the Effective Time, Diamond and Seaways shall, as applicable, take
all such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Diamond equity securities (including
derivative securities) and acquisitions of Seaways equity securities pursuant to the Transactions by each individual who is a
director or officer of Diamond subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Diamond
to be exempt under Rule 16b-3 promulgated under the Exchange Act.

 

Section
6.9     Transaction Litigation
;
Notices
. Each of Seaways and Diamond shall provide prompt oral
notice, promptly confirmed in writing, of any objection, claim, litigation or proceeding brought or threatened by any shareholder
of such Party or any third party claim against such Party, any of its Subsidiaries and/or any of its or their directors or officers
relating to the Merger, this Agreement or any of the Transactions to the other Party. Each of Seaways and Diamond shall give the
other Party the opportunity to participate (at the other Party’s expense) in the defense, prosecution or settlement of any
such objection, claim, litigation or proceeding and shall give each other the right to review and comment on all filings or responses
to be made by such Party in connection with any such litigation or proceeding, and will in good faith take such comments into
account. Neither Party shall offer or agree to settle any such objection, claim, litigation or proceeding without the other Party’s
prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that, without
limiting the foregoing, each Party shall use reasonable best efforts so that any such settlement includes a full release of the
other Party and its affiliates and does not impose any material injunction or other material equitable relief after the Effective
Time upon Seaways, the Surviving Corporation or any of their respective affiliates. In the event, and to the extent of, any conflict
or overlap between the provisions of this Section 6.9 and Section 5.1 or Section 5.2, the provisions of this
Section 6.9 shall control.

 

Section
6.10     Delisting. Prior to the Closing Date, Diamond shall reasonably cooperate with Seaways
and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably
necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting by
the Surviving Corporation of the Diamond Shares from the NYSE as promptly as practicable after the Effective Time and the deregistration
of the Diamond Shares under the Exchange Act at the Effective Time.

Section
6.11     Director Resignations. Diamond shall use its reasonable best efforts to cause to be delivered
to Seaways resignations effective as of the Effective Time executed by each director of Diamond in office as of immediately prior
to the Effective Time.

 

Section
6.12     Seaways Board Actions. Seaways shall take all necessary action to cause, effective as
of the Effective Time, subject to applicable Law, (a) the size of the Seaways Board of Directors to be increased so as to consist
of ten (10) members, (b) the Seaways Board of Directors to be comprised of the members as set forth in Section 1.7(a) and
(c) the composition of each committee of the Seaways Board of Directors to be as set forth in Section 1.7(b).

 

Section
6.13     Stock Exchange Listings. Between the date of this Agreement and the earlier of the Effective
Time and the time, if any, at which this Agreement is terminated pursuant to Section 8.1, Seaways shall take all action
necessary to cause the Seaways Shares to be issued in the Merger to be approved for listing on the NYSE prior to the Effective
Time, subject to official notice of issuance. Diamond shall reasonably cooperate with Seaways in the preparation of the materials
to be submitted to the NYSE and the resolution of any comments thereto received from the NYSE.

 

Section
6.14     Integration Planning. As promptly as practicable after the date hereof, Seaways and Diamond
shall establish an integration planning committee (the “Integration Committee”) consisting of five (5) individuals,
three (3) of whom shall be designated by the chief executive officer of Seaways and shall be reasonably acceptable to Diamond
and two (2) of whom shall be designated by the chief executive officer of Diamond and shall be reasonably acceptable to Seaways.
Seaways and Diamond shall each appoint one of its designees to serve as co-chairman of the Integration Committee. The activities
of the Integration Committee shall, subject to applicable Law, include, among other things, coordinating the activities and obligations
of Seaways and Diamond under this Agreement and under the Termination Agreements and developing a post-closing integration plan,
subject to compliance with applicable merger control regulations.

 

Section
6.15     Pre-Merger Dividends. Prior to the Effective Time, the Seaways Board of Directors, subject
to applicable Law, (i) may declare and set the record date and payment date for the Seaways Special Dividend and (ii) if Seaways
has consummated a sale of any of its interests in the FSO Joint Ventures, may declare and set the record date and payment date
for a Seaways FSO Dividend and, in the case of each of the foregoing (i) and (ii), Seaways may pay such dividends to its shareholders.

 

Section
6.16     
Tax Matters.

 

(a)       The
Parties intend that, for U.S. federal income tax purposes, the Merger qualifies for the Intended Tax Treatment and this Agreement
is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and the 368 of the Code and within
the meaning of Treasury Regulations Section 1.368-2(g). None of the Parties knows of any fact or circumstance (without conducting
independent inquiry or diligence of the other relevant Party), or has knowingly taken or will knowingly take any action, if such
fact, circumstance or action would be reasonably expected to cause the Merger to fail to qualify for the Intended Tax Treatment.
The Merger shall be reported by the Parties for all applicable Tax purposes in accordance with the foregoing, unless otherwise
required by a Governmental Entity as a result of a “determination” within the meaning of Section 1313(a) of the Code
(or any similar provision of applicable U.S. state, local or non-U.S. Tax Law) or a change in applicable Law, or interpretation
thereof (including a written claim by a taxing authority), occurring after the date of this Agreement. Each of the Parties agrees
to use commercially reasonable efforts to promptly notify all other Parties of any challenge to the Intended Tax Treatment by
any Governmental Entity, upon having actual knowledge or receiving written notice of such challenge. In the event that the Parties
determine that the Intended Tax Treatment is not reasonably attainable, the Parties shall (a) discuss possible amendments and
modifications to the Transactions that would permit the Transactions to be treated consistent with the Intended Tax Treatment
and (b) use commercially reasonable efforts to effect such amendments and modifications. In the event that Diamond determines,
in Diamond’s sole discretion, that it is necessary or advisable to obtain an opinion by a tax advisor to Diamond with respect
to the Intended Tax Treatment of the Merger on the Closing Date or within the five (5) year period following Closing Date, Seaways
shall cooperate with Diamond in obtaining any such opinion and will use its reasonable best efforts to execute and deliver customary
officer’s certificates, provided that such certificates are in form and substance reasonable satisfactory to Diamond (and
its tax advisors) and Seaways (and its tax advisors) at such time or times as may be reasonably requested by such tax advisor
to Diamond.

(b)       All
transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes, fees and costs (“Transfer
Taxes
”) incurred in connection with this Agreement shall be payable by the Surviving Corporation and/or its Subsidiaries.
The Parties shall cooperate in attempting to minimize the amount of any Transfer Taxes.

 

(c)       Seaways
and the Surviving Corporation covenant and agree to provide any information reasonably requested by a Diamond shareholder that
has entered into a GRA with the IRS pursuant to Treasury Regulations Section 1.367(a)-3(b)(1)(ii) with respect to the Merger and
has notified Seaways in writing that it has entered into such agreement, in order to comply with such Diamond shareholder’s
GRA filing requirements under Treasury Regulations Section 1.367(a)-8, to the extent such information is reasonably available
to Seaways and the Surviving Corporation and at such requesting Diamond shareholder’s sole expense. Seaways and the Surviving
Corporation covenant and agree to inform any Diamond shareholder of the occurrence of any events of which Seaways and the Surviving
Corporation have actual knowledge and that are reasonably expected to affect any such Diamond shareholder’s GRA, including
triggering events or other gain recognition events, as provided in Treasury Regulations Section 1.367(a)-8(c)(2)(iv), except the
occurrence of any event which is directly caused by the actions of such Diamond shareholder.

 

Section
6.17     
Maritime
Matters
.

 

(a)       In
the event any Diamond Vessel or Seaways Vessel, as the case may be, is subject to a condition of class, Diamond or Seaways, as
applicable, shall use commercially reasonable efforts to have such condition of class deleted in a timely manner.

(b)       Each
of Diamond and Seaways will use commercially reasonable efforts to ensure that each Diamond Vessel or Seaways Vessel, as applicable,
will maintain inventories of usable critical spares in accordance with its manager’s safety management systems, and in the
event these spares are consumed in the course of the operations of such Diamond Vessel or Seaways Vessel, as applicable, Diamond
or Seaways, as applicable, will arrange to restock such spares in a timely manner.

 

Section
6.18     
Debt Agreements.
From and after the date of this Agreement, each of Seaways and Diamond shall negotiate in good faith the A&R Debt Agreements
with the lenders thereunder and shall document the A&R Debt Agreements as promptly as reasonably practicable. Diamond shall
use reasonable best efforts to maintain the Debt Consents and Debt Amendment Letters in full force and effect. As promptly as
reasonably practicable after the date hereof, Diamond shall, and shall cause the relevant Diamond Subsidiaries to use reasonable
best efforts to cause the A&R Debt Agreements to be executed and delivered by the Required Lenders under each such A&R
Debt Agreement. Diamond and its applicable Subsidiaries shall execute and deliver the A&R Debt Agreements concurrently with
the execution and delivery of such A&R Debt Agreements by the lenders party thereto. So long as the conditions to Seaways’
obligations to effect the Merger set forth in Section 7.1 and Section 7.2 have been satisfied or waived, simultaneously
with the execution and delivery of the A&R Debt Agreements by Diamond, the applicable Diamond Subsidiaries and the other parties
thereto, Seaways will execute and deliver to the lenders under the 360 Nordea Facility and the 525 Nordea Facility, respectively,
its guaranty of Diamond’s obligations as provided in the 360 Request Letter and the 525 Request Letter, respectively, and
such other A&R Debt Agreements contemplated thereby to which Seaways is to be a party.

 

Article
VII.

CONDITIONS TO CONSUMMATION OF THE MERGER

 

Section
7.1     Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations
of each Party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following
conditions (and to the continued satisfaction of each of the following conditions at the Effective Time), any and all of which
may be waived in writing in whole or in part by Seaways and Diamond, as the case may be, to the extent permitted by applicable
Law:

 

(a)       Shareholder
Approvals
. Each of the Diamond Shareholder Approval and the Seaways Shareholder Approval shall have been obtained;

 

(b)       Registration
Statement
. The Form S-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order
suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that
effect shall have been commenced or threatened in writing by the SEC unless subsequently withdrawn;

(c)       Adverse
Laws or Orders
. No Adverse Law or Order shall have occurred and be in effect;

 

(d)       Required
Antitrust Clearances
. All applicable waiting periods (or extensions thereof) relating to the Merger under the HSR Act shall
have expired or been terminated;

 

(e)       Listings.
The Seaways Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of
issuance; and

 

(f)       A&R
Debt Agreements
. The Required Lenders under each of the A&R Debt Agreements shall have executed and delivered the relevant
A&R Debt Agreement and each A&R Debt Agreement and Debt Consent (including the lender consents, waivers and amendments
contemplated thereby) shall be in full force and effect.

 

Section
7.2     Conditions to Obligations of Seaways and Merger Sub. The obligations of Seaways and Merger
Sub to effect the Merger are also subject to the satisfaction at or prior to the Effective Time of each of the following additional
conditions (and to the continued satisfaction of each of the following conditions at the Effective Time), any and all of which
may be waived in writing in whole or in part by Seaways:

 

(a)       Representations
and Warranties
. (i) The representations and warranties of Diamond set forth in Section 3.10(a) and Section 3.5(c)
shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as
of the Closing, (ii) the representations and warranties of Diamond set forth in Sections
3.2(a)
through (e)
shall be true and correct in all respects, except for any de minimis inaccuracies,
as of the date of this Agreement and as of the Closing as though made on and as of the Closing, (iii) the representations and
warranties of Diamond set forth in Section 3.1(a), the first sentence of Section 3.2(g), Section 3.3(a),
Section 3.20 and Section 3.23 (without giving effect to any qualification as to materiality or Diamond Material
Adverse Effect contained therein) shall be true and correct in all material respects as of the date of this Agreement and as of
the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically
as of the date of this Agreement or another date shall be true and correct in all material respects as of such date) and (iv)
each of the other representations and warranties of Diamond set forth in this Agreement shall be true and correct as of the date
of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that
by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date),
except, in the case of this clause (iv), where any failures of any such representations and warranties to be true and correct
(without giving effect to any qualification as to materiality or Diamond Material Adverse Effect contained therein) would not
reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect; and Seaways shall have received
a certificate signed on behalf of Diamond by a duly authorized executive officer of Diamond to the foregoing effect; and

 

(b)       Performance
of Obligations of Diamond
. Diamond shall have performed or complied in all material respects with the covenants and agreements
required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and Seaways shall have
received a certificate signed on behalf of Diamond by a duly authorized executive officer of Diamond to such effect.

Section
7.3     Conditions to Obligations of Diamond. The obligations of Diamond to effect the Merger
are also subject to the satisfaction at the Effective Time of each of the following additional conditions (and to the continued
satisfaction of each of the following conditions at the Effective Time), any and all of which may be waived in writing in whole
or in part by Diamond:

 

(a)       Representations
and Warranties
. (i) The representations and warranties of Seaways set forth in Section 4.10(a) and Section 4.5(c)
shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as
of the Closing, (ii) the representations and warranties of Seaways and Merger Sub set forth in Sections 4.2(a) through
(e) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement
and as of the Closing as though made on and as of the Closing, (iii) the representations and warranties of Seaways set forth in
Section 4.1(a), the first sentence of Section 4.2(g), Section 4.3(a), Section 4.20 and Section
4.23
(without giving effect to any qualification as to materiality or Seaways Material Adverse Effect contained therein) shall
be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of
the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement
or another date shall be true and correct in all material respects as of such date) and (iv) each of the other representations
and warranties of Seaways and Merger Sub set forth in this Agreement shall be true and correct as of the date of this Agreement
and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms
speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except, in the
case of this clause (iv), where any failures of any such representations and warranties to be true and correct (without giving
effect to any qualification as to materiality or Seaways Material Adverse Effect contained therein) would not reasonably be expected
to have, individually or in the aggregate, a Seaways Material Adverse Effect; and Diamond shall have received a certificate signed
on behalf of Seaways by a duly authorized executive officer of Seaways to the foregoing effect; and

 

(b)       Performance
of Obligations of Seaways and Merger Sub
. Seaways and Merger Sub shall have performed or complied in all material respects
with the obligations, covenants and agreements required to be performed or complied with by them under this Agreement at or prior
to the Effective Time, and Diamond shall have received a certificate signed on behalf of Seaways by a duly authorized executive
officer of Seaways to such effect.

 

Article
VIII.

TERMINATION

 

Section
8.1     Termination. This Agreement may be terminated and the Merger and the other Transactions
may be abandoned at any time prior to the Effective Time as follows:

 

(a)       by
mutual written consent of Seaways and Diamond;

(b)       by
either Seaways or Diamond, if there has been a breach by Diamond, on the one hand, or Seaways or Merger Sub, on the other hand,
of any representation, warranty, covenant or agreement set forth in this Agreement, which breach would result in the conditions
in Section 7.2(a) or (b), in the case of a breach by Diamond, or Section 7.3(a) or (b), in the case
of a breach by Seaways and Merger Sub, in each case, not being satisfied (and such breach is not curable prior to the Outside
Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) thirty (30) calendar days after the
receipt of written notice thereof by the breaching Party from the non-breaching Party or (ii) four (4) business days before the
Outside Date); provided, however, this Agreement may not be terminated pursuant to this Section 8.1(b)
by any Party if such Party is then in material breach of any representation, warranty, covenant or agreement set forth in
this Agreement;

 

(c)       by
either Seaways or Diamond, if the Effective Time shall not have occurred by 5:00 p.m., Eastern Time, on November 1, 2021; (the
Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section
8.1(c)
shall not be available to any Party whose material breach of any representation, warranty, covenant or agreement set
forth in this Agreement has been the cause of, or resulted in, the Effective Time not occurring prior to the Outside Date;

 

(d)       by
Seaways, if, at any time prior to the receipt of the Diamond Shareholder Approval, a Seaways Triggering Event shall have occurred;

 

(e)       by
Diamond, if, at any time prior to the receipt of the Seaways Shareholder Approval, a Diamond Triggering Event shall have occurred;

 

(f)       by
either Diamond or Seaways if a Governmental Entity of competent jurisdiction shall have issued a final, non-appealable (or no
longer appealable) order, injunction, decree, ruling or Law in each case permanently restraining, enjoining or otherwise prohibiting
the consummation of the Merger; provided, that the right to terminate this Agreement pursuant
to this Section 8.1(c) shall not be available to a Party if any such order, injunction, decree, ruling or Law was due to
the material breach by such Party of any representation, warranty, covenant or agreement set forth in this Agreement;

 

(g)       by
either Diamond or Seaways, if the Diamond Shareholder Approval shall not have been obtained at the Diamond Special Meeting or
at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;

 

(h)       by
either Seaways or Diamond, if the Seaways Shareholder Approval shall not have been obtained at the Seaways Special Meeting or
at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;

 

(i)       by
Diamond, if, at any time prior to the receipt of the Diamond Shareholder Approval, the Diamond Board of Directors shall have effected
a Diamond Change of Recommendation in accordance with Section 5.3(d) in order to accept a Diamond Superior Proposal (provided,
that Diamond shall have complied in all material respects with Section 5.3(d) with respect to such Diamond Superior Proposal),
(ii) entered into a Diamond Superior Proposal Acquisition Agreement with respect to such Diamond Superior Proposal concurrently
with the termination of this Agreement in accordance with this Section 8.1(i), and (iii) paid the Diamond Termination Fee
to Seaways in accordance with Section 8.2(b)(i); and

(j)       by
Seaways, if, at any time prior to the receipt of the Seaways Shareholder Approval, the Seaways Board of Directors shall have (i)
effected a Seaways Change of Recommendation in accordance with Section 5.4(d) in order to accept a Seaways Superior Proposal
(provided, that Seaways shall have complied in all material respects with Section 5.4(d) with respect to such Seaways Superior
Proposal), (ii) entered into a Seaways Superior Proposal Acquisition Agreement with respect to such Seaways Superior Proposal
concurrently with the termination of this Agreement in accordance with this Section 8.1(j) and (iii) paid the Seaways Termination
Fee to Seaways in accordance with Section 8.2(c)(i).

 

Section
8.2     Effect of Termination.

 

(a)       In
the event of the termination of this Agreement as provided in Section 8.1, except in the case of termination pursuant to
Section 8.1(a), written notice thereof shall forthwith be given to the other Party or Parties specifying the provision
hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and there shall be
no liability on the part of Seaways, Merger Sub or Diamond or any of their respective Subsidiaries
or any shareholder or Representative of Seaways, Merger Sub or Diamond or any of their respective Subsidiaries
, except
that the Confidentiality Agreement, this Section 8.2, Section 9.3 through Section 9.14 and the reimbursement
obligations set forth in Section 5.6 shall survive such termination; provided, however, that nothing herein
shall relieve any Party from liability for a Willful Breach of its representations, warranties, covenants or agreements set forth
in this Agreement prior to such termination or for fraud.

 

(b)       Diamond
Termination Fee
.

 

(i)       If
Diamond terminates this Agreement pursuant to Section 8.1(i), concurrently with such termination and as a condition to
the effectiveness of such termination, Diamond shall pay or cause to be paid to Seaways a fee of $17,000,000 in cash (the “Diamond
Termination Fee
”).

 

(ii)       If
(A)(1) Seaways terminates this Agreement pursuant to Section 8.1(b) and a Diamond Competing Proposal (whether or not publicly)
shall have been made and not publicly, irrevocably withdrawn, or a Diamond Inquiry shall have been made and not irrevocably withdrawn,
in each case prior to the time of the event giving rise to such right of termination, (2)(I) Seaways or Diamond terminates this
Agreement pursuant to Section 8.1(c) and (II) a Diamond Competing Proposal shall have been made (whether or not publicly
and whether or not irrevocably withdrawn) or a Diamond Inquiry shall have been made, in each case prior to the Outside Date and
(III) either (x) Diamond shall have breached this Agreement following the date of the Diamond Competing Proposal or Diamond Inquiry
in a manner that contributed in a material respect to the failure of the Effective Time to have occurred prior to the Outside
Date or (y) the Seaways Shareholder Approval shall have been obtained (but not revoked) but the Diamond Shareholder Approval shall
not have been obtained, in each case on or prior to the Outside Date, or (3) Seaways or Diamond terminates this Agreement pursuant
to Section 8.1(g) and a Diamond Competing Proposal or Diamond Inquiry shall have been made and not publicly, irrevocably
withdrawn at least five (5) business days prior to the date of the Diamond Special Meeting, and (B)(1) any Diamond Competing Proposal
is consummated within twelve (12) months of such termination or (2) Diamond enters into a definitive agreement providing for a
Diamond Competing Proposal within twelve (12) months of such termination and such Diamond Competing Proposal (as it may be amended)
is subsequently consummated, then concurrently with the consummation of any such Diamond Competing Proposal, Diamond shall pay
or cause to be paid to Seaways the Diamond Termination Fee.

(iii)       If
Seaways terminates this Agreement pursuant to Section 8.1(d), within two (2) business days after such termination, Diamond
shall pay or cause to be paid to Seaways the Diamond Termination Fee.

 

(iv)       In
the event any amount is payable pursuant to the preceding clauses (i), (ii) or (iii), such amount shall be paid by wire transfer
of immediately available funds to an account designated in writing by Seaways.

 

(v)       For
the avoidance of doubt, in no event shall Diamond be obligated to pay the Diamond Termination Fee on more than one occasion.

 

(vi)       Solely
for purposes of Section 8.2(b), the terms “Diamond Competing Proposal” and “Diamond Inquiry
shall have the meanings assigned to such terms in Section 9.5 and Section 5.3(c), respectively, except that all
references to “20%” in the term Diamond Competing Proposal (including as used in the definition of “Diamond
Inquiry
”) shall be deemed to be “50%” and all references to “80%” therein shall be deemed to
be “50%”.

 

(c)       Seaways
Termination Fee
.

 

(i)       If
Seaways terminates this Agreement pursuant to Section 8.1(j), concurrently with such termination and as a condition to
the effectiveness of such termination, Seaways shall pay or cause to be paid to Diamond a fee of $19,000,000 in cash (the “Seaways
Termination Fee
”).

 

(ii)       If
(A)(1) Diamond terminates this Agreement pursuant to Section 8.1(b) and a Seaways Competing Proposal (whether or not publicly)
shall have been made and not publicly, irrevocably withdrawn, or a Seaways Inquiry shall have been made and not irrevocably withdrawn,
in each case prior to the time of the event giving rise to such right of termination, (2)(I) Seaways or Diamond terminates this
Agreement pursuant to Section 8.1(c) and (II) a Seaways Competing Proposal shall have been made (whether or not publicly
and whether or not irrevocably withdrawn) or a Seaways Inquiry shall have been made, in each case prior to the Outside Date and
(III) either (x) Seaways shall have breached this Agreement following the date of the Seaways Competing Proposal or Seaways Inquiry
in a manner that contributed in a material respect to the failure of the Effective Time to have occurred prior to the Outside
Date or (y) the Diamond Shareholder Approval shall have been obtained but the Seaways Shareholder Approval shall not have been
obtained, in each case on or prior to the Outside Date, or (3) Seaways or Diamond terminates this Agreement pursuant to Section
8.1(h)
and a Seaways Competing Proposal or Seaways Inquiry shall have been made and not publicly, irrevocably withdrawn at
least five (5) business days prior to the date of the Seaways Special Meeting, and (B)(1) any Seaways Competing Proposal is consummated
within twelve (12) months of such termination or (2) Seaways enters into a definitive agreement providing for a Seaways Competing
Proposal within twelve (12) months of such termination and such Seaways Competing Proposal (as it may be amended) is subsequently
consummated, then concurrently with the consummation of any such Seaways Competing Proposal, Seaways shall pay or cause to be
paid to Diamond the Seaways Termination Fee.

(iii)       If
Seaways terminates this Agreement pursuant to ‎Section 8.1(h), within two (2) business days after such termination,
Diamond shall pay or cause to be paid to Seaways the Diamond Termination Fee.

 

(iv)       In
the event any amount is payable pursuant to the preceding clauses (i), (ii) or (iii), such amount shall be paid by wire transfer
of immediately available funds to an account designated in writing by Diamond.

 

(v)       For
the avoidance of doubt, in no event shall Seaways be obligated to pay the Seaways Termination Fee on more than one occasion.

 

(vi)       Solely
for purposes of Section 8.2(c), the terms “Seaways Competing Proposal” and “Seaways Inquiry”
shall have the meanings assigned to such terms in Section 9.5 and Section 5.4(c), respectively, except that all
references to “20%” in the term Seaways Competing Proposal (including as used in the definition of “Diamond
Inquiry”) shall be deemed to be “50%” and all references to “80%” therein shall be deemed to be
“50%”.

 

(d)       Each
of the Parties acknowledges that the agreements contained in this Section 8.2 are an integral part of the Transactions,
and are binding and enforceable against it, and not subject to approval of its shareholders, and that (i) the Diamond Termination
Fee is not a penalty, but rather a reasonable amount that will compensate Seaways and Merger Sub in the circumstances in which
such payments are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and
in reliance on this Agreement and on the expectation of the consummation of the Transactions and (ii) the Seaways Termination
Fee is not a penalty, but rather is a reasonable amount that will compensate Diamond in the circumstances in which such payments
are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance
on this Agreement and on the expectation of the consummation of the Transactions, each of which amounts would otherwise be impossible
to calculate with precision. In addition, if any Party fails to pay in a timely manner any amount due pursuant to Section 8.2(b)
or Section 8.2(c), as applicable, then (x) such Party shall reimburse the other Party for all costs and expenses (including
disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related
claims, actions or proceedings commenced and (y) such Party shall pay to the other Party interest on the amount payable pursuant
to Section 8.2(b), or Section 8.2(c) from and including the date payment of such amount was due to but excluding
the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was
required to be made plus 5%, or such lesser rate as is the maximum permitted by applicable Law. Notwithstanding anything to the
contrary in this Agreement, except in the case of Willful Breach or fraud, (A) upon payment of the Diamond Termination Fee pursuant
to this Section 8.2, none of Diamond, any of its Subsidiaries or any of their respective former, current or future officers,
directors, partners, shareholders, managers, members, affiliates, agents or Representatives shall have any further liability or
obligation relating to or arising out of this Agreement or the Transactions and (B) upon payment of the Seaways Termination Fee
pursuant to this Section 8.2, none of Seaways, any of its Subsidiaries or any of their respective former, current or future
officers, directors, partners, shareholders, managers, members, affiliates, agents or Representatives shall have any further liability
or obligation relating to or arising out of this Agreement or the Transactions.

Article
IX.

MISCELLANEOUS

 

Section
9.1     Amendment and Modification; Waiver.

 

(a)       Subject
to applicable Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented,
whether before or after receipt of the Diamond Shareholder Approval or the Seaways Shareholder Approval, as applicable, by written
agreement of Diamond and Seaways (by action taken by their respective boards of directors); provided, however,
that after the adoption of the Plan of Merger by the shareholders of Diamond or the approval of the Seaways Share Issuance by
the shareholders of Seaways, as applicable, no amendment, modification, supplement or waiver shall be made which by Law requires
further approval by such shareholders without obtaining such further approval. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of Diamond and Seaways.

 

(b)       At
any time and from time to time prior to the Effective Time, either Diamond, on the one hand, or Seaways or Merger Sub, on the
other hand, may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance
of any of the obligations or other acts of Seaways or Merger Sub or Diamond, as applicable, (ii) waive any inaccuracies in the
representations and warranties made to Seaways or Diamond, as applicable, contained herein or in any document delivered pursuant
hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of Seaways, Merger Sub or Diamond,
as applicable, contained herein. Any agreement on the part of Seaways or Diamond to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of Seaways or Diamond, as applicable. Any delay in exercising any
right under this Agreement shall not constitute a waiver of such right.

Section
9.2     Non-Survival of Representations and Warranties. None of the representations, warranties,
covenants or other agreements in this Agreement or in any schedule or certificate delivered pursuant to this Agreement shall survive
the Effective Time. This Section 9.2 shall not limit any covenant or agreement of the Parties which by its terms contemplates
performance after the Effective Time (including the terms of this Article IX).

 

Section
9.3     Expenses. Except as set forth in this Section 9.3, all fees and expenses incurred
in connection with the Merger, this Agreement and the other Transactions shall be paid by the Party incurring such expenses, whether
or not the Merger is consummated, except that each of Seaways and Diamond shall bear and pay one-half the costs and expenses (other
than the fees and expenses of each party’s attorneys and accountants, which shall be borne by the Party incurring such expenses)
incurred by the Parties hereto in connection with (i) the filing, printing and mailing of the Form S-4 and the Proxy Statement/Prospectus
(including fees payable to the SEC associated with filing such documents), (ii) the filings of the premerger notification and
report forms under the HSR Act (including filing fees) and (iii) any jointly retained third parties, including attorneys, consultants
and economists.

 

Section
9.4     Notices. All notices and other communications hereunder shall be in writing and shall
be deemed given if delivered personally (notice deemed given upon receipt), by facsimile or email (notice deemed given upon confirmation
of receipt generated by the sender’s machine) or sent by a nationally recognized overnight courier service, such as Federal
Express (notice deemed given upon receipt of proof of delivery), to the Parties at the following addresses (or at such other address
for a Party as shall be specified by like notice):

 

if
to Seaways or Merger Sub or the Surviving Corporation, to:

 

International
Seaways, Inc. 

600
Third Avenue, 39th Floor 

New
York, NY 10016 

Attention:
Legal Department 

Facsimile:
212-251-1180 

Email:
LegalDepartment@intlseas.com

 

with
a copy to (which shall not constitute notice):

 

Cleary
Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Attention:      Benet J. O’Reilly; Kimberly R. Spoerri
Facsimile:       (212) 225-3999
Email:             boreilly@cgsh.com; kspoerri@cgsh.com

 

and

if
to Diamond prior to the Effective Time, to:

 

Diamond
S Shipping Inc. 

33
Benedict Pl, 2nd Floor 

Greenwich,
Connecticut 06830, USA 

Attention:
Anoushka Kachelo; Craig H. Stevenson, Jr. 

Email: akachelo@diamondsshipping.com;
cstevenson@diamondsshipping.com; management@diamondsshipping.com

 

with
a copy to (which shall not constitute notice):

 

White
& Case LLP 

1221
Avenue of the Americas 

New
York, New York 10020 

Attention:
John Reiss; Michael A. Deyong 

Email: jreiss@whitecase.com;
michael.deyong@whitecase.com

 

Section
9.5     Certain Definitions. For the purposes of this Agreement, the term:

 

A&R
Debt Agreements
” means, as the case may be, the amendments to, and amendments and restatements, of (a) the 525 Nordea
Facility, by and between Diamond and the Required Lenders under the 525 Nordea Facility, (b) the 360 Nordea Facility, by and among
Diamond and the Required Lenders under the 360 Nordea Facility and (c) the NT Suez Facility, by and among the applicable Subsidiaries
of Diamond and the Required Lenders under the NT Suez Facility, in each case (x) on the terms set forth in the Debt Amendment
Letters and (y) to be entered into at or prior to the Effective Time.

 

Acceptable
Confidentiality Agreement
” means a confidentiality agreement that contains terms that are no less favorable to Diamond
or Seaways, as applicable, than those contained in the Confidentiality Agreement; provided that such agreement shall include
standstill provisions (which shall permit private proposals to the respective board of directors) in favor of Diamond or Seaways,
as applicable.

 

Adverse
Law or Order
” means (i) any statute, rule, regulation or other Law (other than any Antitrust Law) shall have been enacted
or promulgated by any Governmental Entity of competent jurisdiction which prohibits or makes illegal the consummation of the Merger
or (ii) there shall be in effect any order or injunction of any Governmental Entity of competent jurisdiction preventing the consummation
of the Merger.

 

Antitrust
Laws
” mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or
regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger
or acquisition, including the HSR Act.

 

Bribery
Legislation
” means all and any of the following: the FCPA; any Law or regulation implementing the Organization For Economic
Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
the relevant common law or legislation in England and Wales relating to bribery and/or corruption, including, the Public Bodies
Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and
the Anti-Terrorism, Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act 2002; and any anti-bribery or
anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money
laundering laws of any jurisdiction in which Seaways or Diamond operates.

business
day
” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions
are authorized or required by Law to be closed in New York, New York; provided that any day that the Registrar or Deputy
Registrar of Corporations of the Republic of the Marshall Islands is not accepting filings shall not be a “business day”
for purposes of Section 1.2.

 

Capital
Lease Obligations
” of any Person means the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP; provided that all leases of such Person that
are or would have been treated as operating leases for purposes of GAAP prior to the issuance on February 25, 2016 of the Accounting
Standards Update 2016-02, Leases (Topic 842) by the Financial Accounting Standards Board shall not be deemed Capital Lease Obligations
notwithstanding the fact that such obligations are required in accordance with such Accounting Standards Update (on a prospective
or retroactive basis or otherwise) to be treated as capitalized lease obligations in the Audited Financial Statements.

 

Capital
Shareholder Arrangements
” means (i) the Resale and Registration Rights Agreement, dated as of March 27, 2019, by and
between Diamond and the shareholders party thereto, (ii) the Director Designation Agreement, dated March 27, 2019, by and among
Diamond, Capital Maritime & Trading Corp., Capital GP L.L.C. and Crude Carriers Investments Corp, (iii) the Management and
Services Agreement, dated as of March 27, 2019, by and between Diamond and Capital Ship Management Corp., (iv) the Commercial
Management Agreement, dated as of March 27, 2019, by and between Diamond and Capital Ship Management Corp. and (v) the Technical
Management Agreement, dated as of March 27, 2019, by and between Diamond and certain Diamond Subsidiaries and Capital Ship Management
Corp.

 

Code
means the Internal Revenue Code of 1986, as amended.

 

Confidentiality
Agreement
” means the Confidentiality Agreement, dated as of February 4, 2020, by and between Diamond and Seaways.

 

Contract
means any written or oral agreement, contract, subcontract, settlement agreement, lease, sublease, binding understanding, note,
option, bond, mortgage, indenture, trust document, loan or credit agreement, license, sublicense, insurance policy, arrangement
or other legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be
in effect, and any amendments or supplements thereto.

COVID-19
means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or any epidemics, pandemic or disease outbreak resulting
therefrom.

 

COVID-19
Measures
” means any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure,
sequester, return to work, employment, human resources or similar Law, directive, guidelines or recommendations promulgated by
any Governmental Entity in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security
Act.

 

DASM
Joint Venture
” means Diamond Anglo Ship Management Pte. Ltd., a Republic of Singapore private limited company.

 

Debt
Amendment Letters
” means, collectively, (a) the Waiver and Amendment Request Letter, dated March 9, 2021 (the “525
Request Letter”), by and among Diamond, Seaways and the Required Lenders under the 525 Nordea Facility with respect to the
525 Nordea Facility, (b) the Waiver and Amendment Request Letter, dated March 9, 2021 (the “360 Request Letter”),
by and among Diamond, Seaways and the Required Lenders under the 360 Nordea Facility with respect to the 360 Nordea Facility and
(c) the Consent and Amendment Letter, dated March 30, 2021, by and among NT Suez Holdco LLC, NT Suez GP LLC, NT Suez One LLC,
NT Suez Two LLC, Seaways and the lenders set forth therein with respect to the NT Suez Facility.

 

Debt
Consents
” means, collectively, (a) the letter agreement, dated March 30, 2021, by and among Diamond and certain Diamond
Subsidiaries, Seaways and the lenders set forth therein with respect to the 360 Nordea Facility, (b) the letter agreement, dated
March 30, 2021, by and among Diamond and certain Diamond Subsidiaries, Seaways and the lenders set forth therein with respect
to the 525 Nordea Facility and (c) the Consent and Amendment Letter, dated March 30, 2021, by and among NT Suez Holdco LLC, NT
Suez GP LLC, NT Suez One LLC, NT Suez Two LLC, Seaways and the lenders set forth therein with respect to the NT Suez Facility.

 

Diamond
Benefit Plan
” means each employee or director benefit plan, arrangement or agreement, whether or not written, including
any employee welfare benefit plan within the meaning of Section 3(1) of ERISA (whether or not such plan is subject to ERISA),
any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and
any bonus, incentive, deferred compensation, vacation, stock purchase, equity or equity-based, severance, retention, employment,
change of control, pension, retirement, retention or other fringe benefit plan, program or agreement that is or has been sponsored,
maintained or contributed to by Diamond or any Diamond Subsidiary or to which Diamond or any Diamond Subsidiary is obligated to
sponsor, maintain or contribute or with respect to which Diamond or any Diamond Subsidiary may have any obligation or liability
(whether actual or contingent), including any plan, program or agreement for the benefit of employees or independent contractors
who perform services outside the United States.

 

Diamond
Bylaws
” means the bylaws of Diamond, as amended and restated as of the date of this Agreement.

 

Diamond
Certificate
” means the Amended and Restated Articles of Incorporation of Diamond as amended, amended and restated and
supplemented and in effect on the date hereof.

Diamond
Competing Proposal
” means any proposal or offer made by a Person or group (other than a proposal or offer by Diamond
or any of its Subsidiaries) at any time, including any amendment or modification to any existing proposal or offer, (i) pursuant
to which if consummated such Person or group would acquire ownership or beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of at least twenty percent (20%) of the assets of Diamond (based on a fair market value on a consolidated basis),
at least twenty percent (20%) of the outstanding Diamond Shares or businesses of, Diamond representing at least twenty percent
(20%) of Diamond’s net income or net revenues (on a consolidated basis for the twelve (12) month period ending on the last
day of Diamond’s most recently completed fiscal quarter for which financial statements are available) (whether pursuant
to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange
offer or otherwise, including any single or multi-step transaction or series of related transactions), in each case other than
the Merger, or (ii) that is a merger, consolidation, recapitalization or other similar transaction that if consummated would result
in the shareholders of Diamond immediately preceding such transaction holding less than eighty percent (80%) of the equity interests
of the surviving or resulting entity of such transaction, in each case other than the Merger.

 

Diamond
Equity Plan
” means the Diamond 2019 Equity and Incentive Plan, amended as of March 27, 2019.

 

Diamond
Governing Documents
” means the Diamond Bylaws and the Diamond Certificate.

 

Diamond
Intellectual Property
” means the Intellectual Property owned or purported to be owned, in whole or in part, by Diamond
or the Diamond Subsidiaries.

 

Diamond
Material Adverse Effect
” means any Effect that, individually or in the aggregate, has a material adverse effect on the
assets, liabilities, business, results of operations or financial condition of Diamond and the Diamond Subsidiaries, taken as
a whole; provided, however, that no Effects to the extent resulting or arising from the following, either
alone or in combination, shall be deemed to constitute a Diamond Material Adverse Effect or shall be taken into account when determining
whether a Diamond Material Adverse Effect exists or has occurred or is reasonably likely to exist or occur: (a) any changes in
general United States or global economic conditions, (b) conditions (or changes therein) in any industry or industries in which
Diamond operates (including changes in commodity prices or general market prices affecting the shipping industry generally), (c)
general legal, tax, economic, political and/or regulatory conditions (or changes therein), including any changes affecting financial,
credit or capital market conditions, (d) any change or prospective changes occurring after the date hereof in GAAP or interpretation
thereof, (e) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal
of any applicable Law of and by any Governmental Entity occurring after the date hereof (including with respect to Taxes), (f)
the actions expressly required by the Termination Agreements or the Debt Consents or this Agreement (other than Section 5.1)
or that are otherwise taken at the express written direction or request of Seaways, (g) changes in the price of Diamond Shares,
in and of itself (it being understood that the Effects giving rise or contributing to such changes that are not otherwise excluded
from the definition of a “Diamond Material Adverse Effect” may be taken into account), (h) any failure by Diamond
to meet any internal or published projections, estimates or expectations of Diamond’s revenue, earnings or other financial
performance or results of operations for any period, in and of itself, or any failure by Diamond to meet its internal budgets,
plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being
understood that the Effects giving rise or contributing to such failure that are not otherwise excluded from the definition of
a “Diamond Material Adverse Effect” may be taken into account), (i) Effects arising out of changes in geopolitical
conditions, acts of terrorism, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed
hostility, weather conditions, acts of God, epidemics, pandemics (including COVID-19) or other similar force majeure events, including
any material worsening of such conditions threatened or existing as of the date of this Agreement, (j) the negotiation, public
announcement or pendency of the Transactions, including the impact of any of the foregoing on the relationships, contractual or
otherwise, of Diamond with customers, suppliers, service providers, employees, Governmental Entities, shareholders or any other
Persons having a relationship with Diamond and including any resulting litigation, (k) any reduction in the credit rating of Diamond
or the Diamond Subsidiaries, in and of itself (it being understood that the Effects giving rise or contributing to such reduction
that are not otherwise excluded from the definition of a “Diamond Material Adverse Effect” may be taken into
account) or (l) any COVID-19 Measure, except, in the case of clauses (a) – (e), (i) or (l), to the extent Diamond and the
Diamond Subsidiaries, taken as a whole, are disproportionately impacted thereby relative to other entities operating in the same
industry or industries in which Diamond and the Diamond Subsidiaries operate (in which case the incremental disproportionate impact
or impacts may be taken into account in determining whether there has been a Diamond Material Adverse Effect).

Diamond
Material Supplier
” means the top ten (10) third-party suppliers of goods or services, including both commercial pool
and third-party technical managers, of Diamond and the Diamond Subsidiaries ranked by total spend by Diamond and the Diamond Subsidiaries
during the twelve months ended December 31, 2020 (and, in the case of a third-party technical manager, including all payments
to such technical manager, including for pass-through expenses).

 

Diamond
Senior Officers
” means the executive officers of Diamond and/or its Subsidiaries that are subject to the reporting requirements
of Section 16(a) of the Exchange Act.

 

Diamond
Shareholder Approval
” means the affirmative vote of the holders of at least a majority of the outstanding Diamond Shares
entitled to vote on the authorization of the Plan of Merger at the Diamond Special Meeting in favor of such authorization.

 

Diamond
Significant Subsidiary
” means any Subsidiary of Diamond that is material or constitutes a “significant subsidiary”
of Diamond within the meaning of Rule 1-02 of Regulation S-X promulgated under the Securities Act.

 

Diamond
Special Meeting
” means the meeting of the holders of Diamond Shares for the purpose of seeking the Diamond Shareholder
Approval, including any postponement or adjournment thereof.

Diamond
Subsidiaries
” means the Subsidiaries of Diamond.

 

Diamond
Superior Proposal
” means a bona fide, unsolicited, written Diamond Competing Proposal (with references to 20% and 80%
being deemed to be replaced with references to 50%), which the Diamond Board of Directors determines in good faith after consultation
with Diamond’s outside legal and financial advisors to be (a) more favorable to the shareholders of Diamond from a financial
point of view than the Merger, taking into account all relevant factors (including any adjustment to the terms and conditions
proposed by Seaways in response to such proposal) and (b) reasonably capable of being completed as proposed on a timely basis,
in the case of each of clauses (a) and (b), taking into account (i) all financial, legal, regulatory and other aspects of this
Agreement (including any changes to the terms of this Agreement proposed by Seaways in response to such Diamond Competing Proposal
or otherwise) and such Diamond Competing Proposal (including any termination fees, any expense reimbursement provisions, the terms
and conditions to the consummation of such Diamond Competing Proposal and whether such Diamond Competing Proposal is fully financed
and regulatory risk) and (ii) the identity of the Person making such Diamond Competing Proposal.

 

Diamond
Superior Proposal Acquisition Agreement
” shall mean a written definitive acquisition agreement providing for a Diamond
Superior Proposal entered into by and between Diamond and the Person making a Diamond Superior Proposal.

 

Diamond
Triggering Event
” shall be deemed to have occurred if: (a) the Seaways Board of Directors or any committee thereof shall
have made a Seaways Change of Recommendation; or (b) Seaways or any Representative of Seaways shall have Willfully Breached any
of the provisions set forth in Section 5.4 in any material respect.

 

Effect
means any change, effect, development, circumstance, condition, state of facts, event or occurrence.

 

Environmental
Law
” means any Law or Maritime Guideline relating to pollution or protection, investigation or restoration of the environment
or natural resources (including air, surface water, groundwater, land surface or subsurface land), wildlife (including life at
sea) or, as such matters relate to injury or threat of injury to persons or property relating to the use, handling, presence,
transportation, treatment, storage, disposal, Release, threatened Release or discharge of, or exposure to, Hazardous Materials,
bilge water or ballast water.

 

Environmental
Permits
” means any permit, license, consent, certificate, registration, variance, exemption, order, authorization or
approval required under applicable Environmental Laws.

 

ERISA
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.

 

ERISA
Affiliate
” means, with respect to any entity, trade or business, any other entity, trade or business that is a member
of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA
that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first
entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

Exchange
Act
” means the United States Securities Exchange Act of 1934, as amended.

 

Exchange
Ratio Adjustment Amount
” means a ratio necessary to cause the number of validly issued, fully paid and non-assessable
Seaways Shares issuable to the Diamond shareholders at the Effective Time to equal (a) the Implied Pro Forma Ownership, plus (b)
0.0067 multiplied by a fraction, (i) the numerator of which is the amount of the Seaways FSO Dividend and (ii) the denominator
of which is $25,000,000.

 

Exchange
Ratio Adjustment Event
” means, following the consummation of a sale by Seaways of any of its interest in the FSO Joint
Ventures or any of the assets of the FSO Joint Ventures, coupled with the declaration and payment by Seaways of the Seaways FSO
Dividend.

 

Existing
Debt Agreements
” means (i) Credit Agreement, dated as of December 23, 2019 (the “525 Nordea Facility”),
by and among Diamond, as borrower, Nordea Bank Abp, New York Branch, as administrative agent and collateral agent, Nordea Bank
Abp and Crédit Agricole Corporate & Investment Bank, as bookrunners and lead arrangers, and each of the lenders from
time to time party thereto, (ii) Credit Agreement, dated as of March 27, 2019 (the “360 Nordea Facility”),
by and among, inter alia, Diamond, as borrower, Nordea Bank Abp, New York Branch, as administrative agent and collateral agent,
the syndicate of financial institutions as lenders from time to time party thereto, Skandi, Skandinaviska Enskilda Banken AB (PUBL)
and Crédit Agricole Corporate & Investment Bank, as bookrunners and lead arrangers, and each Subsidiary guarantor that
is an owner of a collateral vessel identified therein as a guarantor, as amended by that certain Amendment Letter, dated as of
May 14, 2019 and (iii) Credit Agreement, dated as of August 9, 2016 (the “NT Suez Facility”), by and among,
inter alia, NT Suez Holdco LLC, as borrower, the lenders party from time to time thereto, Crédit Agricole Corporate and
Investment Bank, as administrative agent, collateral agent and as a lender, Crédit Agricole Corporate & Investment
Bank and NIBC Banks N.V., as lead arrangers, Suez GP LLC, as parent guarantor, and the Subsidiary guarantors party to the guaranty
thereunder, as amended by that certain consent letter dated November 27, 2018.

 

FCPA
means the United States Foreign Corrupt Practices Act of 1977, as amended.

 

FSO
Joint Ventures
” means TI Asia Limited and TI Africa Limited.

 

Government
Official
” means (a) any official, officer, employee, or representative of, or any Person acting in an official capacity
for or on behalf of, any Governmental Entity, (b) any candidate for political office, or (c) any political party or party official.

 

Governmental
Entity
” means (a) any transnational, national, federal, state, county, municipal, local or foreign government (including
the Republic of the Marshall Islands) or any entity exercising executive, legislative, judicial, regulatory, taxing or administrative
functions of, or pertaining to, government, including any arbitral body, (b) any public international governmental organization,
or (c) any agency, division, bureau, department, or other political subdivision of any government, entity or organization described
in the foregoing clauses (a) or (b) of this definition.

Hazardous
Materials
” means any substance defined, listed, classified or regulated as “hazardous”, “toxic”,
a “waste”, a “pollutant” or a “contaminant” (or words of similar import) under any Environmental
Law, including petroleum, petroleum products or byproducts (including crude oil and any fractions thereof), explosive material,
radioactive material, lead paint, polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals, mold, mold spores,
mycotoxins, methane, asbestos and asbestos-containing materials, and radon gas.

 

HSR
Act
” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder.

 

Implied
Pro Forma Ownership
” means a decimal equal to (a) the number of issued and outstanding Diamond Shares as of the Diamond
Capitalization Date (excluding Diamond Shares held by Seaways or its Subsidiaries or held by Diamond or its Subsidiaries), multiplied
by the Exchange Ratio (assuming that no Exchange Ratio Adjustment Event has taken place), (b) divided by the sum of (i) the Seaways
Shares issued and outstanding as of the Seaways Capitalization Date (excluding Seaways Shares held by Seaways or its Subsidiaries)
and (ii) the number of shares set forth in clause (a).

 

Indebtedness
means with respect to any Person,

 

(a)
all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;

 

(b)
all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’
acceptances, bank guarantees, surety bonds and similar instruments;

 

(c)
net obligations of such Person under any interest rate, swap, currency swap, forward currency or interest rate contracts or other
interest rate or currency hedging arrangements;

 

(d)
all obligations of such Person to pay the deferred purchase price of property or services, “earn-out,” holdback, purchase
price adjustment (other than trade accounts payable in the ordinary course of business);

 

(e)
indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness will have
been assumed by such Person or is limited in recourse;

 

(f)
Capital Lease Obligations;

 

(g)
recourse factoring arrangements;

 

(h)
obligations outstanding under securitization facilities; and

(i)
any guarantee of any of the foregoing, whether or not evidenced by a note, mortgage, bond, indenture or similar instrument, provided
that Indebtedness shall not include any performance guarantee or any other guarantee that is not a guarantee of other Indebtedness.

 

Inspection
means the physical inspection of a vessel conducted prior to the date hereof in connection with the Transactions.

 

Intellectual
Property
” means all intellectual property and similar proprietary rights protected, created or arising under the Laws
of any jurisdiction or any international convention, whether registered or unregistered, including with respect to: (a) Patents,
(b) Trademarks (c) copyrights and works of authorship in any medium, including such rights in Software, (d) trade secrets and
rights in all other confidential information, including know-how, inventions (whether or not patentable), algorithms, logic, operating
conditions and procedures, proprietary formulae, concepts, methods, techniques, compositions, processes, apparatuses, schematics,
drawings, models and methodologies, specifications, research and development information, technology, business plans, technical,
engineering and manufacturing information (collectively, “Trade Secrets”) (e) Software, (f) rights in databases
and data collections and (g) all registrations of, applications for registration of, and renewals and extensions of any of the
foregoing, as applicable.

 

IRS
means the United States Internal Revenue Service.

 

knowledge
will be deemed to be, as the case may be, the actual knowledge of (a) the Persons listed in Section 9.5 of the Seaways
Disclosure Letter with respect to Seaways or Merger Sub, or (b) the Persons listed in Section 9.5 of the Diamond Disclosure
Letter with respect to Diamond.

 

Law
means any law (including common law), constitution, statute, code, rule, regulation, order, ordinance, judgment or decree or other
pronouncement of any Governmental Entity having the effect of law.

 

Lien
means any lien, pledge, hypothecation, mortgage, security interest, encumbrance, claim, license, option, right of first refusal,
preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security,
any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of
any other attribute of ownership of any asset).

 

Maritime
Guidelines
” shall mean any United States, international or non-United States (including the Republic of the Marshall
Islands) Law, code of practice, convention, protocol, guideline or similar requirement or restriction concerning or relating to
a Diamond Vessel or Seaways Vessel, as applicable, and to which a Diamond Vessel or Seaways Vessel (as applicable) is subject
and required to comply with, imposed, published or promulgated by any Governmental Entity, the International Maritime Organization,
such Diamond Vessel’s or Seaways Vessel’s classification society or the insurer(s) of such Diamond Vessel or Seaways
Vessel, as applicable.

Newbuildings
means vessels contracted to be constructed or newly constructed for, but not yet delivered to (i) Diamond or any Diamond Subsidiary
or (ii) Seaways or any Seaways Subsidiary, as applicable.

 

Norden
Product Pool
” means the strategic product tanker partnership between Diamond and Dampskibsselskabet Norden A/S.

 

NYSE
means the New York Stock Exchange.

 

Organizational
Documents
” means, with respect to any Person, the articles of incorporation or association, certificate of incorporation,
charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, partnership agreement, shareholders
agreement, joint venture agreement, certificate of limited partnership and all other similar documents and foreign equivalent
documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of
such Person, including any amendments thereto or restatements thereof.

 

Patents
means patents and patent applications, and any and all continuations, continuations-in-part, divisionals, renewals, provisionals,
substitutions, extensions, reexaminations and reissues.

 

Permitted
Liens
” means any Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable
or that are being contested in good faith by appropriate proceedings, in each case only if adequate accruals or reserves have
been established in accordance with GAAP, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other similar Lien arising in the ordinary course of business or are Liens for crews’ and stevedores’
wages (including the wages of the master), in each case that are not yet overdue or are being contested in good faith by appropriate
proceedings, (iii) equipment leases with third parties entered into in the ordinary course of business that are not, individually
or in the aggregate, material to the business of the relevant Party and its Subsidiaries, taken as a whole, (iv) which is disclosed
on the most recent (as of the date hereof) consolidated balance sheet of Diamond or notes thereto or securing liabilities reflected
on such balance sheet or Liens arising under original purchase price conditional sales Contracts and equipment leases with third
parties entered into in the ordinary course of business that are not, individually or in the aggregate, material to the business
of the relevant Party and its Subsidiaries, taken as a whole, (v) non-exclusive licenses of Intellectual Property (1) to customers
or (2) to service providers for use for the benefit of Diamond and the Diamond Subsidiaries or Seaways and the Seaways Subsidiaries,
as applicable, in each case, in the ordinary course of business, (vi) under any Diamond Lease or Seaways Lease, or with respect
to the real property interests of the landlords thereunder, (vii) zoning, entitlement, building and other land use regulations
imposed by any Governmental Entity having jurisdiction over the Diamond Leased Real Property or Seaways Leased Real Property,
as applicable, which are not violated by the current use and operation of the such real property, (viii) covenants, conditions,
restrictions, easements, and other similar matters of record affecting title to the Diamond Leased Real Property or Seaways Leased
Real Property, as applicable, which do not materially impair the occupancy or use of such real property for the purposes for which
it is currently used; provided that the current use of real property does not materially violate such covenants, conditions,
restrictions, easements, and other similar matters of record, (ix) public roads and highways, (x) matters which would be disclosed
by an inspection or accurate survey of each parcel of real property, or (xi) which was incurred in the ordinary course of business
since the date of the most recent consolidated balance sheet of Diamond.

Person
means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Entity or other entity or organization, including analogous foreign entities.

 

Personal
Information
” means, in addition to any definition for any similar term (e.g., “personally identifiable information,”
“personal data” or “PII”) provided by applicable Law, data that identifies, relates to, describes, is
reasonably capable of being associated with, or could reasonably be linked, directly or indirectly to an individual person, including
name, address, email address, photograph, social security number, driver’s license number, passport number, insurance policy
number, employment history, bank account number, credit or debit card number, other financial information, medical information,
health insurance information and any other similar information.

 

“Privacy
Laws
” means all applicable Laws relating to the Processing, privacy or security of Personal Information and all regulations
or guidance issued thereunder, including the EU General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and
all national implementing laws of individual EU Member States, Section 5 of the Federal Trade Commission Act, Children’s
Online Privacy Protection Act, the CAN-SPAM Act and associated regulations set forth in 16 C.F.R. Part 316, California Consumer
Privacy Act of 2018 and the California Consumer Privacy Act Regulations, and all other applicable Laws relating to data protection,
information security, cybercrime, data breach notification, social security number protection, outbound communications and/or
electronic marketing in any applicable jurisdictions.

 

Processing
or “Processed” means any operation or set of operations which is performed on Personal Information, whether or not
by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation,
use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or
destruction.

 

Release
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing,
discarding, abandonment or disposing into the environment.

 

Required
Lenders
” means, in respect of an Existing Debt Agreement, the “Required Lenders” as defined in such Existing
Debt Agreement.

 

Representatives
means, when used with respect to Seaways, Merger Sub or Diamond, the directors, officers, employees, consultants, financial advisors,
accountants, legal counsel, investment bankers and other agents, advisors and representatives of Seaways or Diamond, as applicable,
and its respective Subsidiaries.

Sanctioned
Country
” means a country, region, or territory which is itself the subject or target of any comprehensive sanctions
that broadly prohibit dealings with that country, region, or territory (at the time of this Agreement, the Crimea region of Ukraine,
Cuba, Iran, North Korea and Syria).

 

Sanctioned
Person
” means any Person with whom dealings are prohibited under any Sanctions Laws, including as a result of being
(a) any Person identified in any list of designated Persons maintained by the U.S. Department of the Treasury’s Office of
Foreign Assets Control (“OFAC”), the U.S. Department of State, or by the United Nations Security Council, Her Majesty’s
Treasury of the United Kingdom, the European Union, or any European Union member state; (b) any Person located, organized, resident
in, or a Governmental Entity or government instrumentality of, any Sanctioned Country or (c) owned or controlled by, or acting
on behalf of any Person described in (a) or (b).

 

Sanctions
Laws
” means all Laws administered or enforced by the United States government, including those administered or enforced
from time to time by the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United
States Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United
Kingdom, concerning economic or financial sanctions, including trade embargoes and export restrictions, the freezing or blocking
of assets of targeted Persons, and the ability to engage in transactions with specified persons or countries including any Laws
threatening to impose economic sanctions on any person for engaging in proscribed behavior.

 

Seaways
Benefit Plan
” means each employee or director benefit plan, arrangement or agreement, whether or not written, including
any employee welfare benefit plan within the meaning of Section 3(1) of ERISA (whether or not such plan is subject to ERISA),
any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and
any bonus, incentive, deferred compensation, vacation, stock purchase, equity or equity-based, severance, retention, employment,
change of control, pension, retirement, retention or other fringe benefit plan, program or agreement that is or has been sponsored,
maintained or contributed to by Seaways or any Seaways Subsidiary or to which Seaways or any Seaways Subsidiary is obligated to
sponsor, maintain or contribute or with respect to which Seaways or any Seaways Subsidiary may have any obligation or liability
(whether actual or contingent), including any plan, program or agreement for the benefit of employees or independent contractors
who perform services outside the United States.

 

Seaways
Competing Proposal
” means any proposal or offer made by a Person or group (other than a proposal or offer by Diamond
or any of its Subsidiaries) at any time, including any amendment or modification to any existing proposal or offer, (i) pursuant
to which if consummated such Person or group would acquire ownership or beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of at least twenty percent (20%) of the assets of Seaways (based on a fair market value on a consolidated basis),
at least twenty percent (20%) of the outstanding shares or businesses of, Seaways representing at least twenty percent (20%) of
Seaways’ net income or net revenues (on a consolidated basis for the twelve (12) month period ending on the last day of
Seaways’ most recently completed fiscal quarter for which financial statements are available) (whether pursuant to a merger,
consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or
otherwise, including any single or multi-step transaction or series of related transactions), in each case other than the Merger,
or (ii) that is a merger, consolidation, recapitalization or other similar transaction that if consummated would result in the
shareholders of Seaways immediately preceding such transaction holding less than eighty percent (80%) of the equity interests
of the surviving or resulting entity of such transaction, in each case other than the Merger.

Seaways
Equity Award
” means any form of compensation (including deferred compensation) granted under a Seaways Equity Plan that
is or may be paid or settled in Seaways Shares.

 

Seaways
Equity Plans
” means the International Seaways, Inc. 2020 Management Incentive Compensation Plan, effective as of April
2, 2020, the International Seaways, Inc. Management Incentive Compensation Plan, effective as of November 18, 2016, the International
Seaways, Inc. 2020 Non-Employee Director Incentive Compensation Plan, effective as of April 2, 2020 and the International Seaways,
Inc. Non-Employee Director Incentive Compensation Plan, effective as of November 18, 2016.

 

Seaways
FSO Dividend
” means a dividend payable by Seaways to the holders of Seaways Shares (a) with a record date for such dividend
occurring prior to the Effective Time, (b) which dividend is payable following the consummation of a sale by Seaways of any interest
in the FSO Joint Ventures or any of the assets of the FSO Joint Ventures solely from the proceeds of such sale and (c) the aggregate
amount of which dividend shall not be in excess of $25,000,000.

 

Seaways
Governing Documents
” means (a) the Articles of Incorporation of Seaways as amended and (b) the Seaways Amended and Restated
By-Laws, as amended.

 

Seaways
Intellectual Property
” means the Intellectual Property owned or purported to be owned, in whole or in part, by Seaways
or the Seaways Subsidiaries.

 

Seaways
Material Adverse Effect
” means any Effect that, individually or in the aggregate, has a material adverse effect on the
assets, liabilities, business, results of operations or financial condition of Seaways and the Seaways Subsidiaries, taken as
a whole; provided, however, that no Effects to the extent resulting or arising from the following, either
alone or in combination, shall be deemed to constitute a Seaways Material Adverse Effect or shall be taken into account when determining
whether a Seaways Material Adverse Effect exists or has occurred or is reasonably likely to exist or occur: (a) any changes in
general United States or global economic conditions, (b) conditions (or changes therein) in any industry or industries in which
Seaways operates (including changes in commodity prices or general market prices affecting the shipping industry generally), (c)
general legal, tax, economic, political and/or regulatory conditions (or changes therein), including any changes affecting financial,
credit or capital market conditions, (d) any change or prospective changes occurring after the date hereof in GAAP or interpretation
thereof, (e) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal
of any applicable Law of and by any Governmental Entity occurring after the date hereof (including with respect to Taxes), (f)
actions expressly required by this Agreement (other than Section 5.2) or that are otherwise taken at the express written
direction or request of Diamond, (g) changes in the price of Seaways Shares, in and of itself (it being understood that the Effects
giving rise or contributing to such changes that are not otherwise excluded from the definition of a “Seaways Material
Adverse Effect
” may be taken into account), (h) any failure by Seaways to meet any internal or published projections,
estimates or expectations of Seaways’ revenue, earnings or other financial performance or results of operations for any
period, in and of itself, or any failure by Seaways to meet its internal budgets, plans or forecasts of its revenues, earnings
or other financial performance or results of operations, in and of itself (it being understood that the Effects giving rise or
contributing to such failure that are not otherwise excluded from the definition of a “Seaways Material Adverse Effect
may be taken into account), (i) Effects arising out of changes in geopolitical conditions, acts of terrorism, war (whether or
not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, acts of God,
epidemics, pandemics (including COVID-19) or other similar force majeure events, including any material worsening of such conditions
threatened or existing as of the date of this Agreement, (j) the negotiation, public announcement or pendency of the Transactions,
including the impact of any of the foregoing on relationships, contractual or otherwise, of Seaways with customers, suppliers,
service providers, employees, Governmental Entities, shareholders or any other Persons having a relationship with Seaways and
including any resulting litigation (it being understood that this clause (j) shall not apply with respect to any representation
or warranty contained in this Agreement to the extent the purpose of such representation or warranty is to address the consequences
resulting from the execution and delivery of this Agreement), (k) any reduction in the credit rating of Seaways or the Seaways
Subsidiaries, in and of itself (it being understood that the Effects giving rise or contributing to such reduction that are not
otherwise excluded from the definition of a “Seaways Material Adverse Effect” may be taken into account) or
(l) any COVID-19 Measure; except, in the case of clauses (a) – (e), (i) or (l) to the extent Seaways and the Seaways Subsidiaries,
taken as a whole, are disproportionately impacted thereby relative to other entities operating in the same industry or industries
in which Seaways and the Seaways Subsidiaries operate (in which case the incremental disproportionate impact or impacts may be
taken into account in determining whether there has been a Seaways Material Adverse Effect).

Seaways
Material Supplier
” means the top ten (10) third-party suppliers of goods or services, including both commercial pool
and third-party technical managers, of Seaways and the Seaways Subsidiaries ranked by total spend by Seaways and the Seaways Subsidiaries
during the twelve months ended December 31, 2020 (and, in the case of a third-party technical manager, including all payments
to such technical manager, including for pass-through expenses).

 

Seaways
Senior Officers
” means the executive officers of Diamond and/or its Subsidiaries that are subject to the reporting requirements
of Section 16(a) of the Exchange Act.

 

Seaways
Shareholder Approval
” means the affirmative vote of the holders of a majority of the outstanding Seaways Shares present
and entitled to vote on the Seaways Share Issuance at the Seaways Special Meeting, as required by applicable Law or the rules
and regulations of the NYSE.

Seaways
Significant Subsidiary
” means any Subsidiary of Diamond that is material or constitutes a “significant subsidiary”
of Seaways within the meaning of Rule 1-02 of Regulation S-X promulgated under the Securities Act.

 

Seaways
Special Dividend
” means a dividend payable by Seaways to the holders of the Seaways Shares as of a record date prior
to the Effective Time, in an aggregate amount equal to $31,500,000. For the avoidance of doubt, the Seaways Special Dividend shall
be in addition to Seaways’ regular quarterly dividends in an amount up to $0.06 per Seaways Share per fiscal quarter.

 

Seaways
Special Meeting
” means the special meeting of the holders of Seaways Shares for the purpose of seeking the Seaways Shareholder
Approval, including any postponement or adjournment thereof.

 

Seaways
Subsidiaries
” means the Subsidiaries of Seaways.

 

Seaways
Superior Proposal
” means a bona fide, unsolicited, written Seaways Competing Proposal (with references to 20% and 80%
being deemed to be replaced with references to 50%), which the Seaways Board of Directors determines in good faith after consultation
with Seaways’ outside legal and financial advisors to be (a) more favorable to the shareholders of Seaways from a financial
point of view than the Merger, taking into account all relevant factors (including any adjustment to the terms and conditions
proposed by Diamond in response to such proposal) and (b) reasonably capable of being completed on the terms proposed on a timely
basis, in the case of each of clauses (a) and (b), taking into account (i) all financial, legal, regulatory and other aspects
of this Agreement (including any changes to the terms of this Agreement proposed by Diamond in response to such Seaways Competing
Proposal or otherwise) and such Seaways Competing Proposal (including any termination fees, any expense reimbursement provisions,
the terms and conditions to the consummation of such Seaways Competing Proposal, whether such Seaways Competing Proposal is fully
financed, the terms of any financing and regulatory risk) and (ii) the identity of the Person making such Seaways Competing Proposal.

 

Seaways
Superior Proposal Acquisition Agreement
” shall mean a written definitive acquisition agreement providing for a Seaways
Superior Proposal entered into by and between Seaways and the Person making a Seaways Superior Proposal.

 

Seaways
Triggering Event
” shall be deemed to have occurred if: (a) the Diamond Board of Directors or any committee thereof shall
have made a Diamond Change of Recommendation; or (b) Diamond or any Representative of Diamond shall have Willfully Breached any
of the provisions set forth in Section 5.3 in any material respect.

 

Seaways
VWAP
” means the volume weighted average price of Seaways Shares for a ten (10) trading day period, starting with the
opening of trading on the eleventh (11th) trading day prior to the Closing Date to the closing of trading on the second to last
trading day prior to the Closing Date, as reported by Bloomberg L.P. on its “INSW US EQUITY” screen, or if not reported
therein, in another authoritative source mutually selected by Seaways and Diamond.

 

SEC
means the United States Securities and Exchange Commission.

Securities
Act
” means the United States Securities Act of 1933, as amended.

 

Software
means any software, firmware and computer programs and applications, including all (a) data files, computer programs, application
programming interfaces, computerized databases, algorithms, data files, plugins, libraries, subroutines, tools and APIs, in each
case of the foregoing whether in source code, executable or object code form and (b) software-related documentation, including
user manuals, specifications and other documentation related thereto.

 

Subsidiary
or “Subsidiaries” means with respect to any Person, any other Person of which (a) at least a majority of the
outstanding shares of capital stock of, or other equity interests, having by their terms ordinary voting power to elect a majority
of the board of directors or others performing similar functions with respect to such corporation or other organization is directly
or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries or (b) with respect to a partnership, such Person or any other Subsidiary of such Person is a general partner
of such partnership. Each of the FSO Joint Ventures shall be deemed a Subsidiary of Seaways and the DASM Joint Venture shall be
deemed a Subsidiary of Diamond; provided that (x) each of the FSO Joint Ventures and the DASM Joint Venture shall be deemed a
Subsidiary of the relevant Party for purposes of Article V and Article VI solely to the extent such joint venture’s
actions are controlled by such relevant Party and (y) following the consummation of a sale by Seaways of any interest in the FSO
Joint Ventures or any of the assets of the FSO Joint Ventures the FSO Joint Venture shall not be considered a Subsidiary of Seaways
other than for purposes of any representation in Article IV regarding any time period prior to such sale. NT Suez Holdco
LLC and NT Suez GP LLC shall be deemed Subsidiaries of Diamond.

 

Takeover
Statutes
” mean any “business combination,” “control share acquisition,” “fair price,”
“moratorium” or other takeover or anti-takeover statute or similar Law.

 

Tax
or “Taxes” means any and all taxes, levies, duties, tariffs, imposts and other similar charges and fees imposed
by any Governmental Entity or U.S. or non-U.S. taxing authority, including, income, franchise, windfall or other profits, gross
receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, social security, workers’ compensation,
unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added, gains tax and license, registration
and documentation fees, severance, occupation, environmental, customs duties, disability, real property, personal property, registration,
alternative or add-on minimum or estimated tax, including any interest, penalty, additions to tax or additional amounts imposed
with respect thereto, whether disputed or not.

 

Tax
Return
” means any report, return, certificate, claim for refund, election, estimated tax filing or declaration required
to be filed with any Governmental Entity or U.S. or non-U.S. taxing authority with respect to Taxes, including any schedule or
attachment thereto, and including any amendments thereof.

Trademarks
means trademarks, service marks, trade names, business names, logos, trade dress, Internet domain names, and all other similar
rights or identifiers of source or origin in any part of the world, together with all goodwill symbolized thereby.

 

Willful
Breach
” means a material breach of this Agreement that is the consequence of an act or omission by a Party with the
actual knowledge that the taking of such act or failure to take such action would be a material breach of this Agreement. “Willfully
Breached
” has a correlative meaning.

 

WL
Ross Shareholder Arrangements
” means that certain Director Designation Agreement, dated as of March 27, 2019, by and
between Diamond and WL Ross & Co., LLC.

 

Section
9.6 Terms Defined Elsewhere
. The following terms are defined elsewhere in this Agreement, as indicated below:

 

360
Nordea Facility
Section
9.5
   
360
Request Letter
Section
9.5
   
525
Nordea Facility
Section
9.5
   
525
Request Letter
Section
9.5
   
Agreement Preamble
   
Articles
of Merger
Section
1.3
   
Base
Exchange Ratio
Section
2.1(a)
   
BCA Recitals
   
Book-Entry
Shares
Section
2.2(b)
   
Capital
Termination Agreements
Recitals
   
Certificates Section
2.2(b)
   
Closing Section
1.2
   
Closing
Date
Section
1.2
   
Code Recitals
   
Continuing
Employees
Section
6.7(a)
   
Costs Section
8.2(d)(i)

D&O
Insurance
Section
6.4(c)
   
Diamond Preamble
   
Diamond
Board of Directors
Recitals
   
Diamond
Board Recommendation
Recitals
   
Diamond
Capitalization Date
Section
3.2(a)
   
Diamond
Change of Recommendation
Section
5.3(a)
   
Diamond
Common Stock
Recitals
   
Diamond
Disclosure Letter
Article
III
   
Diamond
Equity Awards
Section
2.3(b)
   
Diamond
Equity Schedule
Section
3.2(c)
   

Diamond
Inquiry

 

Diamond
IT Systems
” 

Section
5.3(c)

 

Section
3.16(b) 

   
Diamond
Lease
Section
3.17(b)
   
Diamond
Leased Real Property
Section
3.17(b)
   
Diamond
Material Contracts
Section
3.21(a)
   
Diamond
Permits
Section
3.7(b)
   
Diamond
Preferred Stock
Section
3.2(a)
   
Diamond
Principal Shareholders
Recitals
   
“Diamond
Registered Intellectual Property
Section
3.15(a)
   
Diamond
Restricted Shares
Section
2.3(b)
   
Diamond
RSUs
Section
2.3(a)
   
Diamond
SEC Documents
Section
3.4(a)
   
Diamond
Shares
Recitals
   
Diamond
Termination Fee
Section
8.2(b)

   
Diamond
Vessels
Section
3.18(a)
   
Diamond
Voting and Support Agreement
Recitals
   
DOJ Section
6.2(b)
   
Effective
Time
Section
1.3
   
Enforceability
Exceptions
Section
3.3(a)
   
Exchange
Agent
Section
2.2(a)
   
Exchange
Fund
Section
2.2(a)
   
Exchange
Ratio
Section
2.1(a)
   
Form
S-4
Section
3.12
   
Fractional
Share Consideration
Section
2.1(a)
   
FTC Section
6.2(b)
   
GAAP Section
3.2(d)
   
Indemnified
Parties
‎Section
6.4(a)
   
Integration
Committee
Section
6.14
   
Intended
Tax Treatment
Recitals
   
IT
Systems
Section
3.16(b)
   
Merger Recitals
   
Merger
Consideration
Section
2.1(a)
   
Merger
Sub
Preamble
   
NT
Suez Facility
Section
9.5
   
Outside
Date
Section
8.1(c)
   
Party Preamble
   
Plan
of Merger
Recitals
   
Proxy
Statement/Prospectus
Section
3.12

Sarbanes-Oxley
Act
Section
3.5(a)
   
Seaways Preamble
   
Seaways
Board of Directors
Recitals
   
Seaways
Board Recommendation
Recitals
   
Seaways
Capitalization Date
Section
4.2(a)
   
Seaways
Change of Recommendation
Section
5.4(a)
   
Seaways
Disclosure Letter
Article
IV
   
Seaways
Equity Schedule
Section
4.2(c)
   

Seaways
Inquiry

 

Seaways
IT Systems

 

Section
5.4(c)

 

Section
4.16(b)

 

Seaways
Lease
Section
4.17(b)
   
Seaways
Leased Real Property
Section
4.17(b)
   
Seaways
Material Contracts
Section
4.21(a)
   
Seaways
Option
Section
4.2(c)
   
Seaways
Permits
Section
4.7(b)
   
Seaways
Preferred Stock
Section
4.2(a)
   
Seaways
Principal Shareholders
Recitals
   
Seaways
Registered Intellectual Property
Section
4.15
   
Seaways
Restricted Shares
Section
2.3(b)
   
Seaways
RSUs
Section
2.3(a)
   
Seaways
SEC Documents
Section
4.4(a)
   
Seaways
Share Issuance
Recitals
   
Seaways
Shares
Section
4.2(a)
   
Seaways
Termination Fee
‎Section
8.2(c)(i)

Seaways
Vessels
Section
4.18(a)
   
Seaways
Voting and Support Agreement
Recitals
   
Surviving
Corporation
Section
1.1
   
Termination
Agreements
Recitals
   
Trade
Secrets
Section
9.5
   

Transactions

 

Transfer
Taxes

 

Recitals

 

Section
6.16(b)

 

WL
Ross Termination Agreements
Recitals

 

Section
9.7     Interpretation. When a reference is made in this Agreement to Sections Articles, Exhibits
or Schedules, such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated.
Whenever the words “include”, “includes” or “including” are used in this Agreement they shall
be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “affiliates”
shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The table of contents and headings set forth in this Agreement
or in the Seaways Disclosure Letter or the Diamond Disclosure Letter are for convenience of reference purposes only and shall
not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
When reference is made herein to a Person, such reference shall be deemed to include all direct and indirect Subsidiaries of such
Person unless otherwise indicated or the context otherwise requires. All references herein to the Subsidiaries of a Person shall
be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document. The words “hereof”, “herein”
and “hereunder” and word of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, unless the context requires otherwise. The definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms. References in this Agreement to specific laws or to specific provisions of laws shall include all rules
and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred
to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable
successor statutes. The phrase “ordinary course of business” as used in this Agreement shall be deemed to mean “the
ordinary course of business consistent with past practice”. All references to “dollars” and “$”
will be deemed references to the lawful money of the United States of America. The term “or” is not exclusive. The
word “will” shall be construed to have the same meaning and effect as the word “shall.” References to
days mean calendar days unless otherwise specified. When calculating the period of time before which, within which or following
which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such
period shall be excluded and if the last day of such period is a non-business day, the period in question shall end on the next
succeeding business day. The term “furnished” or “made available” to another Party means that, no later
than 5:00 p.m. New York City Time on the day prior to the date hereof, such information, document or material was (i) publicly
filed on the SEC EDGAR database as part of a Diamond SEC Document or Seaways SEC Document (or expressly incorporated by reference
therein), as the case may be or (ii) made available for review by such other Party or its Representatives in the data room maintained
for the Transactions or otherwise provided to such other Party or its Representatives, in each case, at least two (2) days prior
to the date of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to
which a subject or other thing extends, and such phrase shall not mean simply “if”.

Section
9.8     Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be considered one and the same agreement and shall become effective when a counterpart hereof shall have been signed by
each of the Parties and delivered to the other Parties. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission or by e-mail of a .pdf attachment shall be effective as delivery of a manually executed counterpart
of this Agreement and shall constitute an original for all purposes.

 

Section
9.9     Entire Agreement; Third-Party Beneficiaries.

 

(a)       This
Agreement (including the Diamond Disclosure Letter and the Seaways Disclosure Letter), the Confidentiality Agreement, the Debt
Consents, the Debt Amendment Letters, the Diamond Voting and Support Agreements, the Seaways Voting and Support Agreements and
the Termination Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof
and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until
the termination of this Agreement in accordance with Section 8.1 hereof, Seaways and Merger Sub shall be permitted to take
the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect
to the subject matter hereof and thereof.

 

(b)       Except
as provided in Section 6.4 (but only following the Effective Time), neither this Agreement (including the Diamond Disclosure
Letter and the Seaways Disclosure Letter) nor the Confidentiality Agreement are intended to confer upon any Person other than
the Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit
of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance herewith
without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent
an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties.
Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations
of actual facts or circumstances as of the date of this Agreement or as of any other date.

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

 

Section
9.11     Governing Law; Jurisdiction.

 

(a)       This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to
conflicts of laws principles that would result in the application of the Law of any other jurisdiction,
except (i) to the extent that the law of the Republic of the Marshall Islands is mandatorily applicable to the Merger and (ii)
all matters relating to the fiduciary duties of the Diamond Board of Directors and Seaways Board of Directors shall be subject
to the laws of the Republic of the Marshall Islands
.

 

(b)       Each
of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Court of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior
Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject
of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of
the United States of America sitting in the District of Delaware, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated
hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably
and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware,
or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex
Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested
exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in
the District of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any
such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if)
such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division)
or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the
federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware,
as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in
such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the
courts referred to in this Section 9.11(b) in the manner provided for notices in Section 9.4. Nothing in this Agreement
will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Section
9.12     Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

 

Section
9.13     Assignment. This Agreement shall not be assigned by any of the Parties (whether by operation
of Law or otherwise) without the prior written consent of the other Parties, except Merger Sub may assign any or all of its rights,
interests and obligations hereunder to (i) Seaways, (ii) Seaways and one or more direct or indirect wholly owned Subsidiaries
of Seaways or (iii) one or more direct or indirect wholly owned Subsidiaries of Seaways; provided, that no such assignment
shall be permitted without the prior written consent of Diamond if such assignment could increase the risk that any of the conditions
set forth in Article VII may not be timely satisfied, or result in a breach of any of covenants and agreements set forth
in this Agreement or adversely affect Diamond; provided, further, that no such assignment shall relieve Seaways
or Merger Sub of any obligation or liability under this Agreement. Subject to the preceding sentence, but without relieving any
Party of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and assigns and this Agreement is not intended to, and shall not, confer upon any other Person
other than the Parties and their respective successors and permitted assigns any rights or remedies hereunder.

 

Section
9.14     Enforcement; Remedies.

 

(a)       Except
as otherwise expressly provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party
of any one remedy will not preclude the exercise of any other remedy.

(b)       The
Parties agree that irreparable injury will occur in the event that any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. It is agreed that prior to the termination of this Agreement pursuant
to Article VIII, each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened
breaches of this Agreement by any other Party, to a decree or order of specific performance to specifically enforce the terms
and provisions of this Agreement and to any further equitable relief.
Each
of the Parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may
be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause
an undue hardship to the Parties. Each of the Parties hereby further acknowledges that the existence of any other remedy contemplated
by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive
relief.

 

(c)       The
Parties’ rights in this Section 9.14 are an integral part of the Transactions and each Party hereby waives any objections
to any remedy referred to in this Section 9.14 (including any objection on the basis that there is an adequate remedy at
Law or that an award of such remedy is not an appropriate remedy for any reason at Law or equity). For the avoidance of doubt,
each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party. In the event any Party
seeks any remedy referred to in this Section 9.14, such Party shall not be required to obtain, furnish, post or provide
any bond or other security in connection with or as a condition to obtaining any such remedy.

 

(Remainder
of Page Intentionally Left Blank
)

IN
WITNESS WHEREOF, Seaways, Merger Sub and Diamond have caused this Agreement to be signed by their respective officers thereunto
duly authorized as of the date first written above.

 

  INTERNATIONAL
SEAWAYS, INC.
   
  By /s/
Lois Zabrocky
     
    Name: Lois Zabrocky
     
    Title: President and CEO
   
  DISPATCH
TRANSACTION SUB, INC.
   
  By /s/ James D.
Small III
     
    Name: James D. Small III
     
    Title: Senior Vice President, Secretary and Director

 

[Signature
Page to Agreement and Plan of Merger]
 

  DIAMOND
S SHIPPING INC.
   
  By /s/ Craig H. Stevenson Jr.
     
    Name: Craig H. Stevenson Jr.
     
    Title: Director, President and Chief Executive Officer

 

[Signature
Page to Agreement and Plan of Merger]
 

 

 

Exhibit A

Articles of Incorporation of Surviving
Company

 

 

AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF

DIAMOND S SHIPPING INC.

 

PURSUANT TO THE MARSHALL
ISLANDS BUSINESS CORPORATIONS ACT

 

The undersigned, for the purpose
of forming a corporation pursuant to the provisions of the Marshall Islands Business Corporations Act (the “BCA”),
does hereby make, subscribe, acknowledge and file with the Registrar of Corporations the following Articles of Incorporation (these “Articles”)
for that purpose, as follows:

ARTICLE ONE

 

The name of the Corporation shall
be Diamond S Shipping Inc. (the “Corporation”).

 

ARTICLE TWO

 

The purpose of the Corporation is
to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA.

 

ARTICLE THREE

 

The registered address of the Corporation
in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of the Corporation’s
registered agent at such address is The Trust Company of the Marshall Islands, Inc.

 

ARTICLE FOUR

 

The aggregate number of shares of
stock that the Corporation is authorized to issue is five hundred (500) registered shares, which will be designated common stock, par
value $0.001.

 

ARTICLE FIVE

 

The Corporation shall have every power
which a corporation now or hereafter organized under the BCA may have.

 

ARTICLE SIX

The name and address of the incorporator
is:

 

Name Address
Majuro Nominees Ltd. P.O. Box 1405
  Majuro
  Marshall Islands

 

 

ARTICLE SEVEN

 

The board of directors
of the Corporation (the “Board of Directors”) may from time to time adopt, amend or repeal the bylaws of the Company
(the “Bylaws”), subject to the power of the shareholders to adopt any Bylaws or to amend or repeal any Bylaws adopted,
amended or repealed by the Board of Directors.

 

ARTICLE EIGHT

 

To the full extent
permitted by the BCA or any other applicable law currently or hereafter in effect, no director of the Corporation will be personally liable
to the Corporation or its shareholders for or with respect to any acts or omissions in the performance of his or her duties as a director
of the Corporation. Any repeal or modification of this Article Eight may not adversely affect any right or protection of a director
of the Corporation existing prior to such repeal or modification.

 

ARTICLE NINE

 

Section 1. Rights
to Indemnification
. Each person who is or was a party or is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”),
by reason of the fact that the person is or was a director or an officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer,
employee or agent, will be indemnified and held harmless by the Corporation to the fullest extent permitted or required by the BCA, as
the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section
3
of this Article Nine with respect to Proceedings to enforce rights to indemnification, the Corporation will indemnify any
such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof)
was authorized by the Board of Directors.

 

Section 2. Rights
to Advancement of Expenses
. The right to indemnification conferred in Section 1 of this Article Nine includes the right
to be paid by the Corporation the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any
such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the
BCA so requires, an Advancement of Expenses incurred by an Indemnitee in such person’s capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit
plan) will be made only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such
Indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further
right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and
2 of this Article Nine will be contractual rights and such rights will continue as to an Indemnitee who has ceased to be
a director, officer, employee or agent and will inure to the benefit of the Indemnitee’s heirs, executors and administrators.

 

 

Section 3. Rights
of Indemnitee to Bring Suit
. If a claim under Section 1 or 2 of this Article Nine is not paid in full by the
Corporation within 60 calendar days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement
of Expenses, in which case the applicable period will be 20 calendar days, the Indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by
the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee will be entitled to be paid
also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it will be a defense, and (b)
any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation is
entitled to recover such expenses upon a Final Adjudication, that the Indemnitee has not met any applicable standard for indemnification
set forth in the BCA. Neither the failure of the Corporation (including the Board, a Board committee or the Corporation’s independent
legal counsel or shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee
is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the BCA, nor an actual determination
by the Corporation (including the Board, a Board committee, or the Corporation’s independent legal counsel or shareholders) that
the Indemnitee has not met such applicable standard of conduct, will create a presumption that the Indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee
to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement
of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to
such Advancement of Expenses, under this Article Nine or otherwise will be on the Corporation.

 

Section 4. Non-Exclusivity
Rights
. The rights to indemnification and to the Advancement of Expenses conferred in this Article Nine will not be exclusive
of any other right that any person may have or hereafter acquire under any statute, these Articles, Bylaws, any agreement, vote of shareholders
or disinterested directors or otherwise.

 

Section 5. Insurance.
The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the BCA.

 

Section 6. Indemnification
of Employees and Agents of the Corporation
. Indemnification of Employees and Agents of the Company. The Company may, to the extent
authorized from time to time by agreement, grant rights to indemnification, contribution and to the Advancement of Expenses to any employee,
underwriter or agent of the Company to the extent set forth in such agreement whether or not subject to the provisions of this Article
Nine
with respect to the indemnification and Advancement of Expenses of directors and officers of the Company.

 

ARTICLE TEN

 

The Corporate existence
shall begin upon filing these Articles with the Registrar of Corporations as of the filing date stated on these Articles.

 

 

IN WITNESS WHEREOF, I have executed this instrument
on ________________ day of __________________, 2021.

 

  by:                                          
  _____________________, Authorized Signatory
  Majuro Nominees Ltd., Incorporator

 

[Signature Page – Merger Sub Articles of Incorporation]

 

 

Exhibit B

 

Form of Articles of Merger

 

 

ARTICLES OF MERGER OF

DIAMOND S SHIPPING INC.

AND

DISPATCH TRANSACTION SUB, INC.

 

UNDER SECTION 95 OF THE BUSINESS CORPORATIONS
ACT

 

The undersigned, [Name], [Title] of Diamond
S Shipping Inc.
, the surviving Corporation and [Name], [Title] of Dispatch Transaction Sub, Inc., the Corporation being merged,
for the purpose of merging the aforesaid Corporations hereby certify:

 

1. The Agreement and Plan of Merger, dated as of March 30, 2021 by and among Diamond S Shipping Inc., a Marshall Islands corporation,
Dispatch Transaction Sub, Inc., a Marshall Islands corporation, and International Seaways, Inc., a Marshall Islands corporation, pursuant
to which these Articles are being filed, is as attached hereto as Exhibit A (without exhibits or schedules other than Exhibit A (Articles
of Incorporation of Surviving Corporation
) thereto).

 

2. The Articles of Incorporation of Diamond S Shipping Inc., the surviving Corporation, were filed with the Registrar of Corporations
on November 14, 2018, as amended by Articles of Amendment filed with the Registrar of Corporations on March 7, 2019, and as amended and
restated by Amended and Restated Articles of Incorporation filed with the Registrar of Corporations on March 20, 2019.

 

3. The Articles of Incorporation of Dispatch Transaction Sub, Inc., the Corporation being merged, were filed with the Registrar of Corporations
as of the 26th day of March, 2021.

 

4. The merger set forth above was authorized by a majority of the Board of Directors and by the holders of a majority of the outstanding
shares entitled to vote thereon of each constituent Corporation, respectively, in compliance with the applicable provisions of the Business
Corporations Act.

 

IN WITNESS WHEREOF, the undersigned
have executed these Articles of Merger on this day of , 2021.

 

Diamond S Shipping Inc.,
as surviving corporation
Dispatch Transaction Sub, Inc.,
as merging corporation
   
By:   By:  
  Name:   Name:
  Title:   Title:

 

 

EXHIBIT A

 

AGREEMENT AND PLAN OF MERGER

 

 

 

Exhibit 10.1 

 

Execution Version

 

VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT,
dated as of March 30, 2021 (this “Agreement”), is made and entered into by and among International Seaways, Inc.,
a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (“INSW”) (together
with its successors and permitted assigns, “INSW”) and each of the parties listed on Schedule A hereto
(each, a “Securityholder” and, collectively, the “Securityholders”).

 

RECITALS

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, INSW is entering into that certain Agreement and Plan of Merger (the
Merger Agreement”), by and among Diamond S Shipping Inc., a corporation duly organized and existing under the laws
of the Republic of the Marshall Islands (together with its successors and permitted assigns, “DSSI”), INSW and
Dispatch Transaction Sub, Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands
and a wholly owned subsidiary of INSW (“Merger Sub”), pursuant to which, among other things, at the closing of the
transactions contemplated thereby and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and
into DSSI, with the result that DSSI will survive as a wholly owned subsidiary of INSW (the “Merger”);

 

WHEREAS, concurrently with
the execution and delivery of this Agreement, DSSI, Capital Maritime & Trading Corp., a Marshall Islands corporation (“Capital”)
and certain Affiliates of Capital are entering into a Termination of Director Designation Agreement and Resale and Registration Rights
Agreement (the “DDA Termination Agreement”), pursuant to which Capital and its Affiliates agree to terminate that certain
(i) Director Designation Agreement, dated as of March 27, 2019 (the “DDA”), by and among DSSI and certain
Affiliates of Capital in accordance with Section 1 of the DDA Termination Agreement and (ii) Resale and Registration Rights
Agreement, dated as of March 27, 2019, by and among DSSI and certain Affiliates of Capital in accordance with Section 2 of the
DDA Termination Agreement (the “DDA Termination”), in each case as of the Closing;

 

WHEREAS, concurrently with
the execution and delivery of this Agreement, DSSI, Capital and certain Affiliates of Capital, are entering into a Termination Agreement
(the “Commercial Termination Agreement”, together with the DDA Termination Agreement, the “Termination Agreements”),
pursuant to which Capital and its Affiliates agree to terminate that certain (i) Commercial Management Agreement, dated as of March 27,
2019, by and among DSSI and certain Affiliates of Capital, (ii) Management and Services Agreement, dated as of March 27, 2019,
by and among DSSI and certain Affiliates of Capital and (iii) Technical Management Agreement, dated as of March 27, 2019, by
and among DSSI and certain Affiliates of Capital (collectively, the “Commercial Terminations”, together with the DDA
Termination, the “Terminations”);

 

WHEREAS, each Securityholder
is the beneficial or record owner of, and has either sole or shared voting power and dispositive power over, such number of DSSI Shares
(the “Existing Shares”) as is indicated opposite such Securityholder’s name on Schedule A attached
hereto;

 

WHEREAS, INSW and Merger
Sub desire that the Securityholders agree, and each Securityholder is willing to agree, subject to the limitations herein, not to Transfer
(as defined below) any of its Subject Securities (as defined below) in a manner prohibited by this Agreement, and to vote all of the Subject
Securities with respect to which the Securityholder has voting rights in a manner so as to facilitate consummation of the Merger; and

 

 

WHEREAS, as a condition and
an inducement to INSW’s and Merger Sub’s willingness to enter into the Merger Agreement, each Securityholder has agreed to
enter into this Agreement with respect to all Subject Securities that such Securityholder owns beneficially or of record as of the date
hereof, and any additional Subject Securities that such Securityholder may acquire beneficial or record ownership of after the date hereof.

 

NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby
agree as follows:

 

1.             Definitions.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1 or as otherwise
defined elsewhere in this Agreement.

 

beneficial
owner
” shall be interpreted in accordance with the term “beneficial owner” as defined in Rule 13d-3 adopted
by the SEC under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the
provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance);
provided that, notwithstanding the generality of the foregoing, for purposes of determining beneficial ownership, a Person shall
be deemed to be the beneficial owner of any securities which such Person has, at any time during the term of this Agreement, the right
to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, redemption
rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or
only after the passage of time (including the passage of time in excess of sixty (60) days), the satisfaction of any conditions, the occurrence
of any event or any combination of the foregoing). The terms “beneficial ownership,” “beneficially own,” “beneficially
owned” and “own beneficially” shall have correlative meanings.

 

DSSI Shares
shall mean common shares of DSSI, $0.001 par value per share.

 

Expiration
Time
” shall mean the earliest to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) such date
and time as the Merger Agreement shall be terminated pursuant to and in accordance with its terms, (c) the termination of this Agreement
by mutual written consent of the parties hereto, or (d) the extension of the Outside Date (as defined in the Merger Agreement) without
the prior written consent of the Securityholder.

 

Permitted
Transfer
” shall mean, in each case, with respect to each Securityholder, so long as (a) such Transfer is in accordance
with applicable Law and (b) such Securityholder is in compliance with this Agreement, any Transfer of Subject Securities by the Securityholder
to an Affiliate of such transferring Securityholder, so long as such Affiliate, if not already a party to this Agreement, in connection
with such Transfer, executes a joinder to this Agreement pursuant to which such Affiliate agrees to become a party to this Agreement and
be subject to the restrictions applicable to such Securityholder and otherwise become a party for all purposes of this Agreement, including
delivering the irrevocable proxy set forth in Section 5 hereof; provided that no such Transfer shall relieve the
transferring Securityholder from its obligations under this Agreement, other than with respect to the Subject Securities transferred in
accordance with the foregoing provision; provided further, such transferring Securityholder delivers notice of such Transfer pursuant
to Section 10, if applicable.

 

 

Subject
Securities
” shall mean, collectively, with respect to each Securityholder, such Securityholder’s Existing Shares and
any New Shares.

 

Transfer
shall mean (i) any direct or indirect offer, sale, assignment, conveyance, exchange, encumbrance, pledge, hypothecation, disposition,
loan or other transfer (whether by merger of the applicable Securityholder, by tendering into any tender or exchange offer, by testamentary
disposition, by operation of law or otherwise), either voluntary or involuntary, (ii) entry into any Contract, option or other understanding
with respect to any offer, sale, assignment, conveyance, exchange, encumbrance, pledge, hypothecation, disposition, loan or other transfer
(whether by merger of the applicable Securityholder, by tendering into any tender or exchange offer, by testamentary disposition, by operation
of law or otherwise), of any Subject Securities (or any security convertible or exchangeable into Subject Securities) or beneficial or
record ownership or other interest in any Subject Securities, (iii) to otherwise grant, permit or suffer the creation of any Liens
on any Subject Securities (other than those created by this Agreement or under applicable securities laws) or (iv) to commit or agree,
directly or indirectly, to take any of the foregoing actions.

 

2.             Agreement
to Retain Subject Securities
.

 

2.1            Transfer
and Encumbrance of Subject Securities
. Until the Expiration Time, each Securityholder (severally as to itself and not jointly)
agrees (and agrees to cause each of its Affiliates to agree), with respect to any Subject Securities owned beneficially or of record by
such Securityholder, not to (a) Transfer any such Subject Securities except pursuant to a Permitted Transfer or (b) deposit
any such Subject Securities into a voting trust or enter into any agreement, arrangement or understanding with any Person to vote or give
instructions inconsistent with this Section 2, including any rights to acquire, any granting of, options, rights of first
offer or refusal, or any voting agreement or arrangement with respect to such Securityholder’s Subject Securities, grant any proxy
(except as otherwise provided herein) or power of attorney with respect thereto or commit or agree, directly or indirectly, to take any
of the foregoing actions. Such Securityholder further agrees (and agrees to cause each of its Affiliates to agree) to authorize and request
DSSI to notify DSSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities and that
this Agreement places limits on the voting of the Subject Securities; provided, however, that any such stop transfer order
shall terminate upon the Expiration Time.

 

2.2            Acquisition
of Additional Securities
. Each Securityholder (severally as to itself and not jointly) agrees that any DSSI Shares and other capital
shares of DSSI that such Securityholder purchases or otherwise acquires beneficial or record ownership of, or with respect to which such
Securityholder otherwise acquires sole or shared voting power, following the execution of this Agreement and prior to the Expiration Time
(the “New Shares”), shall constitute Subject Securities and be subject to the terms and conditions of this Agreement.

 

2.3            Unpermitted
Transfers
. Any Transfer or attempted or purported Transfer of any Subject Securities in violation of Section 2.1 shall
be null and void ab initio.

 

 

3.             Agreement
to Vote and Approve
. Until the Expiration Time, at every meeting of the stockholders of DSSI (whether annual or special) called
with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written
consent of the stockholders of DSSI with respect to any of the following matters, each Securityholder shall (and agrees to cause each
of its Affiliates to), or shall cause (and agrees to cause each of its Affiliates to cause) the holder of record on any applicable record
date to (including via proxy), vote the Subject Securities owned beneficially or of record by such Securityholder and/or Affiliate (or
cause the holder of record on any applicable record date to vote (including via proxy) the Subject Securities owned beneficially or of
record by such Securityholder and/or Affiliate): (a) in favor of (i) the adoption of the Merger Agreement and the approval
of the transactions contemplated thereby, including the Merger, (ii) to the extent required by the vote of the stockholders of DSSI,
the Terminations and (iii) to the extent required by the vote of the stockholders of DSSI, the Termination Agreements, (b) in
favor of any proposal to adjourn or postpone such meeting of the stockholders of DSSI to a later date if there are not sufficient votes
to adopt the Merger Agreement (and to the extent required, the Termination Agreements) and/or if there are not sufficient shares present
in person or by proxy at such meeting of the stockholders of DSSI to constitute a quorum and (c) against (i) any merger agreement,
merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share
exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving DSSI, any Subsidiary
of DSSI, and any other Person or Delaware Superior Proposal (as defined in the Merger Agreement) (other than the Merger Agreement and
the Merger), (ii) any action, proposal, transaction or agreement that would reasonably be
expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of DSSI under the Merger
Agreement or Termination Agreements or of such Securityholder under this Agreement, (iii)
 any action, proposal, transaction
or agreement that would reasonably be expected to hinder, delay, postpone, inhibit, discourage, interfere with or adversely affect the
timely consummation of the Merger and/or the Terminations and the other transactions contemplated by the Merger Agreement and/or the
Termination Agreements, or that would reasonably be expected to result in any condition to the consummation of the Merger as set forth
in Article VII of the Merger Agreement not being satisfied, (iv) any amendment to DSSI’s articles of incorporation or
by-laws and (v) any change in a majority of the board of directors of DSSI (clauses (a) through (c), the “Required
Votes
”). Any such vote shall be cast, or consent shall be given, for purposes of this Section 3, in accordance
with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and
for purposes of recording in accordance herewith the results of such vote or consent. 

 

4.             Agreement
Not to Solicit
. Until the Expiration Time, each Securityholder (severally as to itself and not jointly and solely in the Securityholder’s
capacity as such) shall not, and shall not authorize or permit any Representative or Affiliate to act on such Securityholder’s behalf
in order to, directly or indirectly, engage in any conduct in which DSSI is not permitted to engage by Section 5.3(a) of the
Merger Agreement; provided, however, that nothing herein shall prevent such Securityholder from acting in such Securityholder’s
capacity as an employee, officer or director of DSSI or any Subsidiary of DSSI, or taking any action in such capacity (including at the
direction of the board of directors of DSSI), but only in either such case as and to the extent permitted by Section 5.3 of the Merger
Agreement.

 

 

5.             Irrevocable
Proxy
. By execution of this Agreement, each Securityholder and its Affiliates (if applicable) do hereby irrevocably and unconditionally
appoint and constitute INSW or any designee thereof, until the Expiration Time (immediately after which time this proxy shall automatically
be revoked), with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable)
true and lawful attorney-in-fact and irrevocable proxy, to the fullest extent of such Securityholder’s or Affiliates’ (if
applicable) rights with respect to the Subject Securities owned beneficially or of record by such Securityholder or its respective Affiliates
(if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms
of proxy and/or such other deeds or documents (including, without limitation, the power to execute and deliver written consents) with
respect to such Subject Securities owned or held by the Shareholder regarding the matters referred to in such Subject Securities as set
forth in Section 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled
with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents
that any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously
granted by each Securityholder and its Affiliates (if applicable) with respect to its Subject Securities. This proxy is granted in consideration
of INSW entering into the Merger Agreement. Each Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions
that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 5. At any meeting
of the Securityholders of DSSI (whether annual or special) to which Section 3 is applicable, each Securityholder shall (and
shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the
Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in person or by proxy,
at each meeting or otherwise cause all of the Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as
present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes
effective, then the Securityholder granting such proxy agrees, until the Expiration Time, to vote the Subject Securities of such Securityholder
in accordance with the Required Votes. The parties hereto agree that the foregoing is a voting agreement. This proxy shall be binding
upon the heirs, estate, executors, personal representatives, successors and assigns of the Securityholder (including any transferee of
any of the Subject Securities). Each Securityholder undertakes and agrees: (i) to indemnify the Attorney and against all actions,
claims, demands, proceedings, costs, charges, expenses and other liabilities whatsoever which may be made against the Attorney or for
which the Attorney may become liable by reason of acting in good faith pursuant to and in accordance with this power of attorney; and
(ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission
made by the Attorney by reason of acting in good faith pursuant to and in accordance with this power of attorney. 

 

6.             Representations
and Warranties of the Securityholders
. Each Securityholder (severally as to itself and not jointly) hereby represents and warrants
to INSW and Merger Sub as follows:

 

6.1            Due
Authority; Organization
. Such Securityholder has all necessary corporate or similar power and authority to execute and deliver
this Agreement and to perform such Securityholder’s obligations hereunder. If such Securityholder is an entity, the execution, delivery
and performance of this Agreement by such Securityholder has been duly and validly authorized by all necessary action on the part of such
Securityholder, and no other corporate proceedings on the part of such Securityholder are necessary to approve this Agreement or to consummate
the transaction contemplated hereby, and such Securityholder is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization. This Agreement has been duly and validly executed and delivered by such Securityholder and, assuming
the due authorization, execution and delivery of this Agreement by INSW and Merger Sub, constitutes a legal, valid and binding obligation
of such Securityholder, enforceable against such Securityholder in accordance with its terms (except to the extent that enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally).

 

6.2            Ownership
of the Existing Shares
. As of the date hereof, such Securityholder (a) is the beneficial and record owner of DSSI Shares
as indicated on Schedule A hereto opposite such Securityholder’s name, free and clear of any proxy, voting restriction,
adverse claim or other Lien, other than those created by the DDA and this Agreement, the Merger Agreement or under applicable securities
Laws, and (b) has sole voting power over all of the Existing Shares owned beneficially or of record by such Securityholder and sole
power of disposition with respect to all of the Existing Shares, and, except as disclosed in Schedule 13D/A filed by Capital and its Affiliates
on March 10, 2020, no person other than such Securityholder has any right to direct or approve the voting or disposition of any of
the Existing Shares. As of the date hereof, such Securityholder does not own, beneficially or of record, any capital stock or other securities
of DSSI or any Subsidiary of DSSI other than the DSSI Shares set forth on Schedule A opposite such Securityholder’s
name. As of the date hereof, such Securityholder does not own, beneficially or of record, any rights to purchase or acquire any shares
of capital stock or other equity interests of DSSI or any Subsidiary of DSSI except as set forth on Schedule A opposite such
Securityholder’s name. Except for the DDA, none of the Subject Securities are subject to any voting trust agreement or other Contract
to which such Securityholder is a party restricting or otherwise relating to the voting or Transfer of any of the Subject Securities.
Such Securityholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Subject Securities,
except as provided in Section 5.

 

 

6.3           No
Conflict: Consents
.

 

(a)            The
execution and delivery of this Agreement by such Securityholder does not, and the performance by such Securityholder of its obligations
under this Agreement will not, (i) conflict with or violate any Law applicable to such Securityholder or by which any of such Securityholder’s
assets is bound, (ii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time
or both would become a default), or result in the loss of a benefit under, or terminate or give rise to any right of termination, vesting,
cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right
of first offer, right of first negotiation or similar option or right) under, or acceleration of, or result in the creation of a Lien
on any of the Subject Securities owned beneficially by such Securityholder pursuant to, any Contract to which such Securityholder is a
party or by which any of such Securityholder’s assets is bound (iii) conflict with or violate any provision of the organizational
documents of such Securityholder, as applicable.

 

(b)            Except
for any required filings by such Securityholder with the SEC, the execution and delivery of this Agreement by such Securityholder does
not, and the performance by such Securityholder of its obligations under this Agreement will not, require any consent, approval, authorization
or permit of, action by, filing with or notification to, any Person.

 

6.4           Absence
of Litigation
. As of the date of this Agreement, there is no Action or Order pending or, to the knowledge of such Securityholder,
threatened against or affecting, such Securityholder or any of its Affiliates that would reasonably be expected to impair or adversely
affect the ability of such Securityholder to perform such Securityholder’s obligations hereunder or to consummate the transactions
contemplated hereby.

 

6.5           Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Securityholder.

 

Except where expressly stated
to be given as of the date hereof only, the representations and warranties of the Securityholders contained in this Agreement shall be
made as of the date hereof and as of each date from the date hereof through and including the Expiration Time.

 

7.            Representations
and Warranties of INSW and Merger Sub
. INSW and Merger Sub hereby represent and warrant to each Securityholder as follows:

 

7.1           Due
Authority
. Each of INSW and Merger Sub has all necessary corporate or similar power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by INSW and Merger Sub have
been duly and validly authorized, and no other corporate proceedings on the part of INSW or Merger Sub are necessary to approve this Agreement.
This Agreement has been duly and validly executed and delivered by INSW and Merger Sub and, assuming the due authorization, execution
and delivery of this Agreement by the Securityholders, constitutes a legal, valid and binding obligation of INSW and Merger Sub, enforceable
against each of them in accordance with its terms (except to the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally).

 

 

7.2           No
Conflict: Consents

 

(a)            The
execution and delivery of this Agreement by INSW and Merger Sub does not, and the performance by INSW and Merger Sub of their respective
obligations under this Agreement will not, conflict with or violate any Law applicable to INSW or Merger Sub.

 

(b)            The
execution and delivery of this Agreement by INSW and Merger Sub does not, and the performance by INSW and Merger Sub of their respective
obligations under this Agreement will not, require any consent, approval, authorization or permit of, action by, filing with or notification
to, any Person.

 

8.             No
Legal Action
. The Securityholders shall (and agrees to cause each of its Affiliates to agree to) not bring, commence, institute,
maintain, voluntarily aid, finance, encourage or prosecute any claim, appeal, litigation, arbitration or proceeding which, and the Securityholders
hereby waive any claim, appeal, litigation, arbitration or proceeding that, (a) challenges the validity of or seeks to enjoin the
operation of any provision of this Agreement, (b) alleges that the execution and delivery of this Agreement by the Securityholders
or its Affiliates (or the Securityholders’ (or its Affiliates’, if applicable) performance hereunder) breaches any fiduciary
duty of INSW’s board of directors (or any member or committee thereof) or any duty that the Securityholders have (or may be alleged
to have) to INSW or to the other holders of the Subject Securities or (c) alleges the breach of any fiduciary duty of any Person
(including the board of directors of DSSI or any member or committee thereof) in connection with the negotiation and entry into the Merger
Agreement or the transactions contemplated thereby. In addition to the above, in the case of a class action, each Securityholder agrees
not to bring, commence, institute, maintain, voluntarily aid, finance, encourage, prosecute or participate in, and to take all actions
necessary to opt out of, any class in any class action with respect to (a), (b) and (c) above.

 

9.             Termination.
This Agreement shall terminate and shall have no further force or effect immediately as of and following the Expiration Time. Upon termination
of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however,
that (a) nothing set forth in this Section 9 shall relieve any party from liability for any breach of this Agreement
occurring prior to the termination hereof; and (b) the provisions of this Section 9, and Section 11 shall
survive any termination of this Agreement.

 

10.           Notice
of Certain Events
. Until the Expiration Time, each Securityholder shall notify INSW promptly of (i)  any fact, event or circumstance
that would cause, or reasonably be expected to cause or constitute, a breach of the representations and warranties or covenants of such
Securityholder or its Affiliates under this Agreement, (ii) the receipt by such Securityholder of any notice or other communication
from any Person alleging that the consent of such Person is or may be required in connection with this Agreement (iii) any acquisition
of DSSI Shares by the Securityholder and (iv) any Permitted Transfer; provided, however, that the delivery of
any notice pursuant to this Section 10 shall not limit or otherwise affect the remedies available to any party.

 

11.           Miscellaneous

 

11.1          Reliance
by INSW and Merger Sub
. Each Securityholder understands and acknowledges that INSW and Merger Sub are entering into the Merger
Agreement (and the other documents related thereto) and DSSI is entering into the Termination Agreements (and the other documents related
thereto) in reliance upon such Securityholder’s execution, delivery and performance of this Agreement and upon the representations
and warranties, covenants and other agreements of such Securityholder contained in this Agreement.

 

 

11.2          Further
Assurances
. From time to time, at the request of INSW and
without further consideration, each Securityholder and its Affiliates (if applicable) shall take such further action as may reasonably
be deemed to be necessary or desirable to effect the transactions contemplated by this Agreement.
 

 

11.3          No
Ownership Interest
. Nothing contained in this Agreement shall be deemed to vest in INSW any direct or indirect ownership or incidence
of ownership of or with respect to the Subject Securities. All rights, ownership and economic benefits of and relating to the Subject
Securities shall remain vested in and belong to the Securityholder, and INSW shall have no authority to direct the Securityholder in the
voting or disposition of any of the Subject Securities, except as otherwise provided herein. Nothing in this Agreement shall be interpreted
as creating or forming a “group” with any other Person, including INSW, for purposes of Rule 13d-5(b)(1) of the
Exchange Act or any other similar provision of applicable Law.

 

11.4          Certain
Adjustments
. In the event of a change in the number of DSSI Shares by reason of any reclassification, recapitalization, split
(including a reverse split), subdivision, combination, exchange or readjustment, or any stock or unit dividend or stock or unit distribution
or other similar transaction, the terms “DSSI Shares” and “Subject Securities” shall be deemed to refer to and
include such shares or units as well as all such stock or unit dividends and distributions and any securities into which or for which
any or all of such shares or units may be changed or exchanged or which are received in such transaction.

 

11.5          Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable Law or rule in any jurisdiction, (a) the parties shall negotiate, in good faith, a suitable
and equitable provision that shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) such invalidity, illegality or unenforceability shall not affect any other
provision or portion of any provision in such jurisdiction.

 

11.6          Binding
Effect and Assignment
. This Agreement is not intended to, and shall not, confer upon any other Person other than the parties and
their respective successors and permitted assigns any rights or remedies hereunder. Except for the power of substitution and resubstitution
granted in Section 5, neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned
or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties.
Any purported assignment of this Agreement in violation of the foregoing shall be null and void ab initio. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors
and assigns. Nothing in this Agreement is intended to confer on any Person (other than INSW, Merger Sub and their respective successors
and permitted assigns) any rights or remedies of any nature.

 

11.7          Amendments
and Modifications, Waivers, etc
. No provision of this Agreement may be modified, amended, altered, supplemented or waived
prior to the Effective Time except upon the execution and delivery of a written agreement, amendment or waiver executed, in the case of
an amendment, by the parties hereto or, in the case of a waiver, by each party against whom the waiver is to be effective. No failure
or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude
any other or further exercise thereof or the exercise of any other right or power. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by Law.

 

 

11.8          Specific
Performance; Injunctive Relief
. The parties hereto agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy would occur in the event any provision of this Agreement was not performed in accordance with the terms
hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled, in addition to any other remedy to which
they are entitled at law or in equity to specific relief hereunder, including an injunction or injunctions, specific performance and
other equitable relief to prevent and enjoin breaches (or threatened breaches) of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court identified in Section 11.10 of this Agreement. Each of the parties hereby further
waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement
for the posting of any bond or security as a prerequisite to obtaining equitable relief. 

 

11.9          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if
delivered personally, or if by facsimile or e-mail, upon confirmation of receipt generated by the sender’s machine, or (b) on
the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier.
All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice:

 

If to INSW or Merger Sub:

 

International Seaways, Inc.

600 Third Avenue, 39th Floor, New York,
NY 10016

Attention: Legal Department

Facsimile: 212-251-1180

Email: LegalDepartment@intlseas.com

 

with a copy (which shall not constitute
notice) to:

 

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006

Attention: Benet J. O’Reilly; Kimberly R. Spoerri
  Facsimile: (212) 225-3999
  Email: boreilly@cgsh.com; kspoerri@cgsh.com

 

If to a Securityholder, to the address
set forth for such Securityholder on Schedule A.

 

11.10       Governing
Law; Jurisdiction and Venue
.

 

(a)            This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts
of laws principles that would result in the application of the Law of any other jurisdiction.

 

 

(b)            Each
of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of
the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action
or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of
America sitting in the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably
and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware,
or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial
Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in
the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware,
as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding
may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject
matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over
the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America,
the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any
thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have
to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted
by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process inside
or outside the territorial jurisdiction of the courts referred to in this Section 11.10(b) in the manner provided for
notices in Section 11.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by Law. 

 

11.11       WAIVER
OF JURY TRIAL
. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION
HEREWITH OR THE MERGER . EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH
WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND
(D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.11.

 

11.12        Entire
Agreement
. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications
and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties
with respect to the subject matter hereof. Nothing herein shall be deemed or constitute an amendment, waiver or other variation of the
Termination Agreements.

 

11.13        Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be
executed by .pdf signature and a .pdf signature shall constitute an original for all purposes.

 

 

11.14        Interpretation.
Each of the parties hereto acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement
and the transactions contemplated by this Agreement and has participated jointly in negotiating and drafting this Agreement. Accordingly,
any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the
drafting party has no application and is expressly waived. The section headings herein are for convenience of reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section or
Schedule such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. The word “including”
and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.
The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive.
References to a party or to the parties to this Agreement refer to INSW, Merger Sub and the Securityholders, individually or collectively,
as the case may be. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The
term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word
“shall.” References to days mean calendar days unless otherwise specified. 

 

11.15        Expenses.
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring
such fees or expenses, whether or not the Merger are consummated.

 

11.16        Documentation
and Information
. Each Securityholder consents to and authorizes the publication and disclosure by INSW and DSSI and their respective
Affiliates of the Securityholders’ identity and holdings of DSSI Shares, and the nature of such Securityholder’s commitments,
arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with
the Merger or any other transaction contemplated by the Merger Agreement. As promptly as reasonably practicable, each Securityholder shall
notify INSW and DSSI, as applicable, of any required corrections with respect to any written information supplied by the such Securityholder
specifically for use in any such disclosure document, if and to the extent such Securityholder becomes aware that any have become false
or misleading in any material respect.

 

11.17        Obligation
to Update Schedule A
. Each Securityholder agrees that in connection with any acquisitions or Transfers (to the extent permitted)
of Subject Securities by such Securityholder, such Securityholder will, as promptly as practicable following the completion thereof, notify
each of DSSI and INSW in writing of such acquisition or Transfer and the parties will update Schedule A to reflect the effect of such
acquisition or Transfer.

 

[Signature Page Follows]

 

  

IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed on the date and year first above written.

 

  International
Seaways, Inc.

 

 

Name: Lois Zabrocky
  Title: Chief Executive Officer

 

  DISPATCH MERGER SUB, INC.

 

 

By: /s/ James D. Small III
Name: James D. Small III
  Title: Senior Vice President, Secretary and Director

 

[Signature Page to Voting and Support Agreement]

 

 

  SECURITYHOLDERS:
   
  Capital Maritime & Trading Corp.

 

 

By: /s/ Gerasimos Kalogiratos
Name: Gerasimos Kalogiratos
  Title: Director

 

 

  Crude
Carriers Investments Corp.

 

 

Name: Maria Dimitrov
  Title: Director

 

 

 

By: /s/ Gerasimos Kalogiratos
Name: Gerasimos Kalogiratos
  Title: CEO

 

[Signature Page to Voting and Support Agreement]

 

 

Schedule A
SECURITYHOLDERS

 

Name Address Existing Shares
Capital Maritime & Trading Corp.

3 Iassonos Street

Piraeus, 18537

Greece

2,236,080
Crude Carriers Investments Corp.

3 Iassonos Street

Piraeus, 18537

Greece

322,250
Capital GP L.L.C.

3 Iassonos Street

Piraeus, 18537

Greece

239,414

 

 

 

Exhibit 10.2

 

Execution Version

 

VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT,
dated as of March 30, 2021 (this “Agreement”), is made and entered into by and among International Seaways, Inc.,
a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (“INSW”) (together
with its successors and permitted assigns, “INSW”) and each of the parties listed on ‎Schedule A hereto
(each, a “Securityholder” and, collectively, the “Securityholders”).

 

RECITALS

 

WHEREAS, concurrently with
the execution and delivery of this Agreement, INSW is entering into that certain Agreement and Plan of Merger (the “Merger
Agreement
”), by and among Diamond S Shipping Inc., a corporation duly organized and existing under the laws of the Republic
of the Marshall Islands (together with its successors and permitted assigns, “DSSI”), INSW and Dispatch Transaction
Sub, Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary
of INSW (“Merger Sub”), pursuant to which, among other things, at the closing of the transactions contemplated thereby
and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into DSSI, with the result that
DSSI will survive as a wholly owned subsidiary of INSW (the “Merger”);

 

WHEREAS, concurrently with
the execution and delivery of this Agreement, DSSI, Capital Maritime & Trading Corp., a Marshall Islands corporation (“Capital”)
and certain Affiliates of Capital are entering into a Termination of Director Designation Agreement and Resale and Registration Rights
Agreement (the “DDA Termination Agreement”), pursuant to which Capital and its Affiliates agree to terminate that certain
(i) Director Designation Agreement, dated as of March 27, 2019, by and among DSSI and certain Affiliates of Capital in accordance
with Section 1 of the DDA Termination Agreement and (ii) Resale and Registration Rights Agreement, dated as of March 27,
2019, by and among DSSI and certain Affiliates of Capital in accordance with Section 2 of the DDA Termination Agreement (the “DDA
Termination
”), in each case as of the Closing;

 

WHEREAS, concurrently with
the execution and delivery of this Agreement, DSSI, Capital and certain Affiliates of Capital, are entering into a Termination Agreement
(the “Commercial Termination Agreement”, together with the DDA Termination Agreement, the “Termination Agreements”),
pursuant to which Capital and its Affiliates agree to terminate that certain (i) Commercial Management Agreement, dated as of March 27,
2019, by and among DSSI and certain Affiliates of Capital, (ii) Management and Services Agreement, dated as of March 27, 2019,
by and among DSSI and certain Affiliates of Capital and (iii) Technical Management Agreement, dated as of March 27, 2019, by
and among DSSI and certain Affiliates of Capital (collectively, the “Commercial Terminations”, together with the DDA
Termination, the “Terminations”);

 

WHEREAS, each Securityholder
is the beneficial or record owner of, and has either sole or shared voting power and dispositive power over, such number of DSSI Shares
(the “Existing Shares”) as is indicated opposite such Securityholder’s name on ‎Schedule A attached
hereto;

 

WHEREAS, INSW and Merger
Sub desire that the Securityholders agree, and each Securityholder is willing to agree, subject to the limitations herein, not to Transfer
(as defined below) any of its Subject Securities (as defined below) in a manner prohibited by this Agreement, and to vote all of the Subject
Securities with respect to which the Securityholder has voting rights in a manner so as to facilitate consummation of the Merger; and

 

 

WHEREAS, as a condition and
an inducement to INSW’s and Merger Sub’s willingness to enter into the Merger Agreement, each Securityholder has agreed to
enter into this Agreement with respect to all Subject Securities that such Securityholder owns beneficially or of record as of the date
hereof, and any additional Subject Securities that such Securityholder may acquire beneficial or record ownership of after the date hereof.

 

NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby
agree as follows:

 

1.            Definitions.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
When used in this Agreement, the following terms shall have the meanings assigned to them in this Section ‎1 or as otherwise
defined elsewhere in this Agreement.

 

beneficial
owner
” shall be interpreted in accordance with the term “beneficial owner” as defined in Rule 13d-3 adopted
by the SEC under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the
provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance);
provided that, notwithstanding the generality of the foregoing, for purposes of determining beneficial ownership, a Person shall
be deemed to be the beneficial owner of any securities which such Person has, at any time during the term of this Agreement, the right
to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, redemption
rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or
only after the passage of time (including the passage of time in excess of sixty (60) days), the satisfaction of any conditions, the occurrence
of any event or any combination of the foregoing). The terms “beneficial ownership,” “beneficially own,” “beneficially
owned” and “own beneficially” shall have correlative meanings.

 

DSSI Shares
shall mean common shares of DSSI, $0.001 par value per share.

 

Expiration
Time
” shall mean the earliest to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) such date
and time as the Merger Agreement shall be terminated pursuant to and in accordance with its terms, (c) the termination of this Agreement
by mutual written consent of the parties hereto, or (d) the extension of the Outside Date (as defined in the Merger Agreement) without
the prior written consent of the Securityholder.

 

Permitted
Transfer
” shall mean, in each case, with respect to each Securityholder, so long as (a) such Transfer is in accordance
with applicable Law and (b) such Securityholder is in compliance with this Agreement, any Transfer of Subject Securities by the Securityholder
to an Affiliate of such transferring Securityholder, so long as such Affiliate, if not already a party to this Agreement, in connection
with such Transfer, executes a joinder to this Agreement pursuant to which such Affiliate agrees to become a party to this Agreement and
be subject to the restrictions applicable to such Securityholder and otherwise become a party for all purposes of this Agreement, including
delivering the irrevocable proxy set forth in Section 5 hereof; provided that no such Transfer shall relieve the
transferring Securityholder from its obligations under this Agreement, other than with respect to the Subject Securities transferred in
accordance with the foregoing provision; provided further, such transferring Securityholder delivers notice of such Transfer pursuant
to Section 10, if applicable.

 

 

Subject
Securities
” shall mean, collectively, with respect to each Securityholder, such Securityholder’s Existing Shares and any
New Shares.

 

Transfer
shall mean (i) any direct or indirect offer, sale, assignment, conveyance, exchange, encumbrance, pledge, hypothecation, disposition,
loan or other transfer (whether by merger of the applicable Securityholder, by tendering into any tender or exchange offer, by testamentary
disposition, by operation of law or otherwise), either voluntary or involuntary, (ii) entry into any Contract, option or other understanding
with respect to any offer, sale, assignment, conveyance, exchange, encumbrance, pledge, hypothecation, disposition, loan or other transfer
(whether by merger of the applicable Securityholder, by tendering into any tender or exchange offer, by testamentary disposition, by operation
of law or otherwise), of any Subject Securities (or any security convertible or exchangeable into Subject Securities) or beneficial or
record ownership or other interest in any Subject Securities, (iii) to otherwise grant, permit or suffer the creation of any Liens
on any Subject Securities (other than those created by this Agreement or under applicable securities laws) or (iv) to commit or agree,
directly or indirectly, to take any of the foregoing actions.

 

2.            Agreement
to Retain Subject Securities
.

 

2.1            Transfer
and Encumbrance of Subject Securities
. Until the Expiration Time, each Securityholder (severally as to itself and not jointly)
agrees (and agrees to cause each of its Affiliates to agree), with respect to any Subject Securities owned beneficially or of record by
such Securityholder, not to (a) Transfer any such Subject Securities except pursuant to a Permitted Transfer or (b) deposit
any such Subject Securities into a voting trust or enter into any agreement, arrangement or understanding with any Person to vote or give
instructions inconsistent with this Section ‎2, including any rights to acquire, any granting of, options, rights of first
offer or refusal, or any voting agreement or arrangement with respect to such Securityholder’s Subject Securities, grant any proxy
(except as otherwise provided herein) or power of attorney with respect thereto or commit or agree, directly or indirectly, to take any
of the foregoing actions. Such Securityholder further agrees (and agrees to cause each of its Affiliates to agree) to authorize and request
DSSI to notify DSSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities and that
this Agreement places limits on the voting of the Subject Securities; provided, however, that any such stop transfer order
shall terminate upon the Expiration Time.

 

2.2            Acquisition
of Additional Securities
. Each Securityholder (severally as to itself and not jointly) agrees that any DSSI Shares and other capital
shares of DSSI that such Securityholder purchases or otherwise acquires beneficial or record ownership of, or with respect to which such
Securityholder otherwise acquires sole or shared voting power, following the execution of this Agreement and prior to the Expiration Time
(the “New Shares”), shall constitute Subject Securities and be subject to the terms and conditions of this Agreement.

 

2.3            Unpermitted
Transfers
. Any Transfer or attempted or purported Transfer of any Subject Securities in violation of Section 2.1 shall
be null and void ab initio.

 

 

3.            Agreement
to Vote and Approve
. Until the Expiration Time, at every meeting of the stockholders of DSSI (whether annual or special) called
with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written
consent of the stockholders of DSSI with respect to any of the following matters, each Securityholder shall (and agrees to cause each
of its Affiliates to), or shall cause (and agrees to cause each of its Affiliates to cause) the holder of record on any applicable record
date to (including via proxy), vote the Subject Securities owned beneficially or of record by such Securityholder and/or Affiliate (or
cause the holder of record on any applicable record date to vote (including via proxy) the Subject Securities owned beneficially or of
record by such Securityholder and/or Affiliate): (a) in favor of (i) the adoption of the Merger Agreement and the approval of
the transactions contemplated thereby, including the Merger, (ii) to the extent required by the vote of the stockholders of DSSI,
the Terminations and (iii) to the extent required by the vote of the stockholders of DSSI, the Termination Agreements, (b) in
favor of any proposal to adjourn or postpone such meeting of the stockholders of DSSI to a later date if there are not sufficient votes
to adopt the Merger Agreement (and to the extent required, the Termination Agreements) and/or if there are not sufficient shares present
in person or by proxy at such meeting of the stockholders of DSSI to constitute a quorum and (c) against (i) any merger agreement,
merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share
exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving DSSI, any Subsidiary
of DSSI, and any other Person or Delaware Superior Proposal (as defined in the Merger Agreement) (other than the Merger Agreement and
the Merger), (ii) any action, proposal, transaction or agreement that would reasonably be expected
to result in a breach of any covenant, representation or warranty or any other obligation or agreement of DSSI under the Merger Agreement
or Termination Agreements or of such Securityholder under this Agreement, (iii)
 any action, proposal, transaction or agreement
that would reasonably be expected to hinder, delay, postpone, inhibit, discourage, interfere with or adversely affect the timely consummation
of the Merger and/or the Terminations and the other transactions contemplated by the Merger Agreement and/or the Termination Agreements,
or that would reasonably be expected to result in any condition to the consummation of the Merger as set forth in Article VII of
the Merger Agreement not being satisfied, (iv) any amendment to DSSI’s articles of incorporation or by-laws and (v) any
change in a majority of the board of directors of DSSI (clauses (a) through (c), the “Required Votes”). Any such
vote shall be cast, or consent shall be given, for purposes of this Section ‎3, in accordance with such procedures relating
thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in
accordance herewith the results of such vote or consent.

 

4.            Agreement
Not to Solicit
. Until the Expiration Time, each Securityholder (severally as to itself and not jointly and solely in the Securityholder’s
capacity as such) shall not, and shall not authorize or permit any Representative or Affiliate to act on such Securityholder’s behalf
in order to, directly or indirectly, engage in any conduct in which DSSI is not permitted to engage by Section 5.3(a) of the
Merger Agreement; provided, however, that nothing herein shall prevent such Securityholder from acting in such Securityholder’s
capacity as an employee, officer or director of DSSI or any Subsidiary of DSSI, or taking any action in such capacity (including at the
direction of the board of directors of DSSI), but only in either such case as and to the extent permitted by Section 5.3 of the Merger
Agreement.

 

 

5.            Irrevocable
Proxy
. By execution of this Agreement, each Securityholder and its Affiliates (if applicable) do hereby irrevocably and unconditionally
appoint and constitute INSW or any designee thereof, until the Expiration Time (immediately after which time this proxy shall automatically
be revoked), with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true
and lawful attorney-in-fact and irrevocable proxy, to the fullest extent of such Securityholder’s or Affiliates’ (if applicable)
rights with respect to the Subject Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if
applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy
and/or such other deeds or documents (including, without limitation, the power to execute and deliver written consents) with respect to
such Subject Securities owned or held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in
Section ‎3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with
an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents
that any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously
granted by each Securityholder and its Affiliates (if applicable) with respect to its Subject Securities. This proxy is granted in consideration
of INSW entering into the Merger Agreement. Each Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions
that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 5. At any meeting
of the Securityholders of DSSI (whether annual or special) to which Section ‎3 is applicable, each Securityholder shall
(and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of
the Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in person or by proxy,
at each meeting or otherwise cause all of the Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as
present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes
effective, then the Securityholder granting such proxy agrees, until the Expiration Time, to vote the Subject Securities of such Securityholder
in accordance with the Required Votes. The parties hereto agree that the foregoing is a voting agreement. This proxy shall be binding
upon the heirs, estate, executors, personal representatives, successors and assigns of the Securityholder (including any transferee of
any of the Subject Securities). Each Securityholder undertakes and agrees: (i) to indemnify the Attorney and against all actions,
claims, demands, proceedings, costs, charges, expenses and other liabilities whatsoever which may be made against the Attorney or for
which the Attorney may become liable by reason of acting in good faith pursuant to and in accordance with this power of attorney; and
(ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission
made by the Attorney by reason of acting in good faith pursuant to and in accordance with this power of attorney.

 

6.            Representations
and Warranties of the Securityholders
. Each Securityholder (severally as to itself and not jointly) hereby represents and warrants
to INSW and Merger Sub as follows:

 

6.1            Due
Authority; Organization
. Such Securityholder has all necessary corporate or similar power and authority to execute and deliver
this Agreement and to perform such Securityholder’s obligations hereunder. If such Securityholder is an entity, the execution, delivery
and performance of this Agreement by such Securityholder has been duly and validly authorized by all necessary action on the part of such
Securityholder, and no other corporate proceedings on the part of such Securityholder are necessary to approve this Agreement or to consummate
the transaction contemplated hereby, and such Securityholder is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization. This Agreement has been duly and validly executed and delivered by such Securityholder and, assuming
the due authorization, execution and delivery of this Agreement by INSW and Merger Sub, constitutes a legal, valid and binding obligation
of such Securityholder, enforceable against such Securityholder in accordance with its terms (except to the extent that enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally).

 

6.2            Ownership
of the Existing Shares
. As of the date hereof, such Securityholder (a) is the beneficial and record owner of DSSI Shares
as indicated on ‎Schedule A hereto opposite such Securityholder’s name, free and clear of any proxy, voting restriction,
adverse claim or other Lien, other than those created by the Director Designation Agreement (the “DDA”), dated as of
March 27, 2019, by and between WL Ross & Co. LLC, and Diamond S Shipping Inc., and this Agreement, the Merger Agreement
or under applicable securities Laws, and (b) has sole voting power over all of the Existing Shares owned beneficially or of record
by such Securityholder and sole power of disposition with respect to all of the Existing Shares, and, except as disclosed in Schedule
13D/A filed by WL Ross & Co. LLC on November 21, 2019, no person other than such Securityholder has any right to direct
or approve the voting or disposition of any of the Existing Shares. As of the date hereof, such Securityholder does not own, beneficially
or of record, any capital stock or other securities of DSSI or any Subsidiary of DSSI other than the DSSI Shares set forth on ‎Schedule A
opposite such Securityholder’s name. As of the date hereof, such Securityholder does not own, beneficially or of record, any rights
to purchase or acquire any shares of capital stock or other equity interests of DSSI or any Subsidiary of DSSI except as set forth on
‎Schedule A opposite such Securityholder’s name. Except for the DDA, none of the Subject Securities are subject
to any voting trust agreement or other Contract to which such Securityholder is a party restricting or otherwise relating to the voting
or Transfer of any of the Subject Securities. Such Securityholder has not appointed or granted any proxy or power of attorney that is
still in effect with respect to any Subject Securities, except as provided in Section ‎5.

 

 

6.3            No
Conflict: Consents
.

 

  (a)            The
execution and delivery of this Agreement by such Securityholder does not, and the performance by such Securityholder of its obligations
under this Agreement will not, (i) conflict with or violate any Law applicable to such Securityholder or by which any of such Securityholder’s
assets is bound, (ii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time
or both would become a default), or result in the loss of a benefit under, or terminate or give rise to any right of termination, vesting,
cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right
of first offer, right of first negotiation or similar option or right) under, or acceleration of, or result in the creation of a Lien
on any of the Subject Securities owned beneficially by such Securityholder pursuant to, any Contract to which such Securityholder is a
party or by which any of such Securityholder’s assets is bound (iii) conflict with or violate any provision of the organizational
documents of such Securityholder, as applicable.

 

  (b)            Except
for any required filings by such Securityholder with the SEC, the execution and delivery of this Agreement by such Securityholder does
not, and the performance by such Securityholder of its obligations under this Agreement will not, require any consent, approval, authorization
or permit of, action by, filing with or notification to, any Person.

 

6.4            Absence
of Litigation
. As of the date of this Agreement, there is no Action or Order pending or, to the knowledge of such Securityholder,
threatened against or affecting, such Securityholder or any of its Affiliates that would reasonably be expected to impair or adversely
affect the ability of such Securityholder to perform such Securityholder’s obligations hereunder or to consummate the transactions
contemplated hereby.

 

6.5            Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Securityholder.

 

7.            Representations
and Warranties of INSW and Merger Sub
. INSW and Merger Sub hereby represent and warrant to each Securityholder as follows:

 

7.1            Due
Authority
. Each of INSW and Merger Sub has all necessary corporate or similar power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by INSW and Merger Sub have
been duly and validly authorized, and no other corporate proceedings on the part of INSW or Merger Sub are necessary to approve this Agreement.
This Agreement has been duly and validly executed and delivered by INSW and Merger Sub and, assuming the due authorization, execution
and delivery of this Agreement by the Securityholders, constitutes a legal, valid and binding obligation of INSW and Merger Sub, enforceable
against each of them in accordance with its terms (except to the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally).

 

 

7.2            No
Conflict: Consents
.

 

  (a)            The
execution and delivery of this Agreement by INSW and Merger Sub does not, and the performance by INSW and Merger Sub of their respective
obligations under this Agreement will not, conflict with or violate any Law applicable to INSW or Merger Sub.

 

  (b)            The
execution and delivery of this Agreement by INSW and Merger Sub does not, and the performance by INSW and Merger Sub of their respective
obligations under this Agreement will not, require any consent, approval, authorization or permit of, action by, filing with or notification
to, any Person.

 

7.3            General.
Except where expressly stated to be given as of the date hereof only, the representations and warranties of the Securityholders contained
in this Agreement shall be made as of the date hereof and as of each date from the date hereof through and including the Expiration Time.

 

8.            No
Legal Action
. The Securityholders shall (and agrees to cause each of its Affiliates to agree to) not bring, commence, institute,
maintain, voluntarily aid, finance, encourage or prosecute any claim, appeal, litigation, arbitration or proceeding which, and the Securityholders
hereby waive any claim, appeal, litigation, arbitration or proceeding that, (a) challenges the validity of or seeks to enjoin the
operation of any provision of this Agreement, (b) alleges that the execution and delivery of this Agreement by the Securityholders
or its Affiliates (or the Securityholders’ (or its Affiliates’, if applicable) performance hereunder) breaches any fiduciary
duty of INSW’s board of directors (or any member or committee thereof) or any duty that the Securityholders have (or may be alleged
to have) to INSW or to the other holders of the Subject Securities or (c) alleges the breach of any fiduciary duty of any Person
(including the board of directors of DSSI or any member or committee thereof) in connection with the negotiation and entry into the Merger
Agreement or the transactions contemplated thereby. In addition to the above, in the case of a class action, each Securityholder agrees
not to bring, commence, institute, maintain, voluntarily aid, finance, encourage, prosecute or participate in, and to take all actions
necessary to opt out of, any class in any class action with respect to (a), (b) and (c) above.

 

9.            Termination.
This Agreement shall terminate and shall have no further force or effect immediately as of and following the Expiration Time. Upon termination
of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however,
that (a) nothing set forth in this Section ‎9 shall relieve any party from liability for any breach of this Agreement
occurring prior to the termination hereof; and (b) the provisions of this Section ‎9, and Section ‎11
shall survive any termination of this Agreement.

 

10.          Notice
of Certain Events
. Until the Expiration Time, each Securityholder shall notify INSW promptly of (i)  any fact, event or circumstance
that would cause, or reasonably be expected to cause or constitute, a breach of the representations and warranties or covenants of such
Securityholder or its Affiliates under this Agreement, (ii) the receipt by such Securityholder of any notice or other communication
from any Person alleging that the consent of such Person is or may be required in connection with this Agreement (iii) any acquisition
of DSSI Shares by the Securityholder and (iv) any Permitted Transfer; provided, however, that the delivery of
any notice pursuant to this Section ‎10 shall not limit or otherwise affect the remedies available to any party.

 

11.          Miscellaneous

 

11.1          Reliance
by INSW and Merger Sub
. Each Securityholder understands and acknowledges that INSW and Merger Sub are entering into the Merger
Agreement (and the other documents related thereto) and DSSI is entering into the Termination Agreements (and the other documents related
thereto) in reliance upon such Securityholder’s execution, delivery and performance of this Agreement and upon the representations
and warranties, covenants and other agreements of such Securityholder contained in this Agreement.

 

 

11.2          Further
Assurances
. From time to time, at the request of INSW and
without further consideration, each Securityholder and its Affiliates (if applicable) shall take such further action as may reasonably
be deemed to be necessary or desirable to effect the transactions contemplated by this Agreement.

 

11.3          No
Ownership Interest
. Nothing contained in this Agreement shall be deemed to vest in INSW any direct or indirect ownership or incidence
of ownership of or with respect to the Subject Securities. All rights, ownership and economic benefits of and relating to the Subject
Securities shall remain vested in and belong to the Securityholder, and INSW shall have no authority to direct the Securityholder in the
voting or disposition of any of the Subject Securities, except as otherwise provided herein. Nothing in this Agreement shall be interpreted
as creating or forming a “group” with any other Person, including INSW, for purposes of Rule 13d-5(b)(1) of the
Exchange Act or any other similar provision of applicable Law.

 

11.4          Certain
Adjustments
. In the event of a change in the number of DSSI Shares by reason of any reclassification, recapitalization, split
(including a reverse split), subdivision, combination, exchange or readjustment, or any stock or unit dividend or stock or unit distribution
or other similar transaction, the terms “DSSI Shares” and “Subject Securities” shall be deemed to refer to and
include such shares or units as well as all such stock or unit dividends and distributions and any securities into which or for which
any or all of such shares or units may be changed or exchanged or which are received in such transaction.

 

11.5          Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable Law or rule in any jurisdiction, (a) the parties shall negotiate, in good faith, a suitable
and equitable provision that shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) such invalidity, illegality or unenforceability shall not affect any other
provision or portion of any provision in such jurisdiction.

 

11.6          Binding
Effect and Assignment
. This Agreement is not intended to, and shall not, confer upon any other Person other than the parties and
their respective successors and permitted assigns any rights or remedies hereunder. Except for the power of substitution and resubstitution
granted in Section ‎5, neither this Agreement nor any of the rights, interests or obligations under this Agreement may
be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the
other parties. Any purported assignment of this Agreement in violation of the foregoing shall be null and void ab initio. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns. Nothing in this Agreement is intended to confer on any Person (other than INSW, Merger Sub and their
respective successors and permitted assigns) any rights or remedies of any nature.

 

11.7          Amendments
and Modifications, Waivers, etc
. No provision of this Agreement may be modified, amended, altered, supplemented or waived
prior to the Effective Time except upon the execution and delivery of a written agreement, amendment or waiver executed, in the case of
an amendment, by the parties hereto or, in the case of a waiver, by each party against whom the waiver is to be effective. No failure
or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude
any other or further exercise thereof or the exercise of any other right or power. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by Law.

 

 

11.8          Specific
Performance; Injunctive Relief
. The parties hereto agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy would occur in the event any provision of this Agreement was not performed in accordance with the terms
hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled, in addition to any other remedy to which
they are entitled at law or in equity to specific relief hereunder, including an injunction or injunctions, specific performance and other
equitable relief to prevent and enjoin breaches (or threatened breaches) of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court identified in Section ‎11.10 of this Agreement. Each of the parties hereby
further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement
for the posting of any bond or security as a prerequisite to obtaining equitable relief.

 

11.9          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if
delivered personally, or if by facsimile or e-mail, upon confirmation of receipt generated by the sender’s machine, or (b) on
the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier.
All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice:

 

If to INSW or Merger Sub:

 

International Seaways, Inc.

600 Third Avenue, 39th Floor, New York,
NY 10016

Attention: Legal Department

Facsimile: 212-251-1180

Email:   LegalDepartment@intlseas.com

 

with a copy (which shall not constitute
notice) to:

 

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Attention:     Benet J. O’Reilly; Kimberly R. Spoerri
Facsimile:    (212) 225-3999
Email:           boreilly@cgsh.com; kspoerri@cgsh.com

 

If to a Securityholder, to the address
set forth for such Securityholder on Schedule A.

 

11.10        Governing
Law; Jurisdiction and Venue
.

 

  (a)            This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts
of laws principles that would result in the application of the Law of any other jurisdiction.

 

 

  (b)            Each
of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of
the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action
or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America
sitting in the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally
(i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only
if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or,
if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts
of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable,
and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and
determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction,
the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the
subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of
the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (iii) waives,
to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying
of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of
an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction
of the courts referred to in this Section 11.10(b) in the manner provided for notices in Section 11.9. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

 

11.11       WAIVER
OF JURY TRIAL
. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION
HEREWITH OR THE MERGER. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH
WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND
(D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.11.

 

11.12        Entire
Agreement
. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications
and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties
with respect to the subject matter hereof. Nothing herein shall be deemed or constitute an amendment, waiver or other variation of the
Termination Agreements.

 

11.13        Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be
executed by .pdf signature and a .pdf signature shall constitute an original for all purposes.

 

 

11.14        Interpretation.
Each of the parties hereto acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement
and the transactions contemplated by this Agreement and has participated jointly in negotiating and drafting this Agreement. Accordingly,
any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the
drafting party has no application and is expressly waived. The section headings herein are for convenience of reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section or
Schedule such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. The word “including”
and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.
The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive.
References to a party or to the parties to this Agreement refer to INSW, Merger Sub and the Securityholders, individually or collectively,
as the case may be. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The
term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word
“shall.” References to days mean calendar days unless otherwise specified.

 

11.15        Expenses.
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring
such fees or expenses, whether or not the Merger are consummated.

 

11.16        Documentation
and Information
. Each Securityholder consents to and authorizes the publication and disclosure by INSW and DSSI and their respective
Affiliates of the Securityholders’ identity and holdings of DSSI Shares, and the nature of such Securityholder’s commitments,
arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with
the Merger or any other transaction contemplated by the Merger Agreement. As promptly as reasonably practicable, each Securityholder shall
notify INSW and DSSI, as applicable, of any required corrections with respect to any written information supplied by the such Securityholder
specifically for use in any such disclosure document, if and to the extent such Securityholder becomes aware that any have become false
or misleading in any material respect.

 

11.17        Obligation
to Update Schedule A
. Each Securityholder agrees that in connection with any acquisitions or Transfers (to the extent permitted)
of Subject Securities by such Securityholder, such Securityholder will, as promptly as practicable following the completion thereof, notify
each of DSSI and INSW in writing of such acquisition or Transfer and the parties will update Schedule A to reflect the effect of such
acquisition or Transfer.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed on the date and year first above written.

 

  International Seaways, Inc.
   
   
   
  By: /s/ Lois Zabrocky
  Name: Lois Zabrocky
  Title: Chief Executive Officer
   
  DISPATCH TRANSACTION SUB, INC.
   
   
  By: /s/ James D. Small III
  Name: James D. Small III
  Title: Senior Vice President, Secretary and Director

 

[Signature
Page to Voting and Support Agreement]

 

 

  SECURITYHOLDERS:
   
   
  WLR Recovery Fund IV DSS AIV, L.P.
   
   
  By: /s/ Stephen Toy
  Name: Stephen Toy
  Title: Director
   
   
  WLR Recovery Fund V DSS AIV, L.P.
   
   
  By: /s/ Stephen Toy
  Name: Stephen Toy
  Title: Director
   
   
  WLR Select Co-Investment, L.P.
   
   
  By: /s/ Stephen Toy
  Name: Stephen Toy
  Title: Director
   
   
  WLR/GS Master Co-Investment, L.P.
   
   
  By: /s/ R. Lee Phegley, Jr.
  Name: R. Lee Phegley, Jr.
  Title: Authorized Person

 

[Signature
Page to Voting and Support Agreement]

 

 

  WLR IV Parallel ESC, L.P.
   
   
  By: /s/ Beth Zayicek
  Name: Beth Zayicek
  Title: Senior Managing Director
   
  WLR V Parallel ESC, L.P.
   
   
  By: /s/ Beth Zayicek
  Name: Beth Zayicek
  Title: Senior Managing Director

 

[Signature
Page to Voting and Support Agreement]

 

 

Schedule
A
SECURITYHOLDERS

 

Name Address Existing
Shares
WLR
Recovery Fund IV DSS AIV, L.P.
c/o
WL ROSS & CO. LLC
2001 ROSS AVENUE
SUITE 3400 DALLAS, TX  75201 
5,235,125
shares 
WLR
Recovery Fund V DSS AIV, L.P.

c/o WL ROSS & CO. LLC
2001 ROSS AVENUE

SUITE 3400

DALLAS, TX  75201

1,197,357
shares
WLR
Select Co- Investment, L.P.

c/o WL ROSS & CO. LLC
2001 ROSS AVENUE

SUITE 3400

DALLAS, TX  75201

1,788,026
shares
WLR/GS
Master Co-Investment, L.P.

c/o WL ROSS & CO. LLC
2001 ROSS AVENUE

SUITE 3400

DALLAS, TX  75201

688,986
shares
WLR
IV Parallel ESC, L.P.

c/o WL ROSS & CO. LLC
2001 ROSS AVENUE

SUITE 3400

DALLAS, TX  75201

19,390
shares
WLR
V Parallel ESC, L.P.

c/o WL ROSS & CO. LLC
2001 ROSS AVENUE
SUITE 3400
DALLAS, TX  75201
 
11,246 shares

 

 

Exhibit 10.3

 

Execution Version

 

VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT,
dated as of March 30, 2021 (this “Agreement”), is made and entered into by and among Diamond S Shipping, Inc., a corporation
duly organized and existing under the laws of the Republic of the Marshall Islands (together with its successors and permitted assigns,
DSSI”) and each of the parties listed on Schedule A hereto (each, a “Securityholder
and, collectively, the “Securityholders”).

 

RECITALS

 

WHEREAS, concurrently with
the execution and delivery of this Agreement, DSSI is entering into that certain Agreement and Plan of Merger (the “Merger Agreement”),
by and among DSSI, International Seaways, Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall
Islands (“INSW”) and Dispatch Transaction Sub, Inc., a corporation duly organized and existing under the laws of the
Republic of the Marshall Islands and a wholly owned subsidiary of INSW (“Merger Sub”), pursuant to which, among other
things, at the closing of the transactions contemplated thereby and upon the terms and subject to the conditions set forth therein, Merger
Sub will be merged with and into DSSI, with the result that DSSI will survive as a wholly owned subsidiary of INSW (the “Merger”);

 

WHEREAS, each Securityholder
is the beneficial or record owner of, and has either sole or shared voting power and dispositive power over, such number of INSW Shares
(the “Existing Shares”) as is indicated opposite such Securityholder’s name on Schedule A attached
hereto;

 

WHEREAS, DSSI desires that
the Securityholders agree, and each Securityholder is willing to agree, subject to the limitations herein, not to Transfer (as defined
below) any of its Subject Securities (as defined below) in a manner prohibited by this Agreement, and to vote all of the Subject Securities
with respect to which the Securityholder has voting rights in a manner so as to facilitate consummation of the Merger; and

 

WHEREAS, as a condition and
an inducement to DSSI’s willingness to enter into the Merger Agreement, each Securityholder has agreed to enter into this Agreement
with respect to all Subject Securities that such Securityholder owns beneficially or of record as of the date hereof, and any additional
Subject Securities that such Securityholder may acquire beneficial or record ownership of after the date hereof.

 

NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby
agree as follows:

 

1.       Definitions.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1 or as otherwise defined
elsewhere in this Agreement.

 

beneficial
owner
” shall be interpreted in accordance with the term “beneficial owner” as defined in Rule 13d-3 adopted by the
SEC under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions
of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance); provided that,
notwithstanding the generality of the foregoing, for purposes of determining beneficial ownership, a Person shall be deemed to be the
beneficial owner of any securities which such Person has, at any time during the term of this Agreement, the right to acquire pursuant
to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, redemption rights, warrants
or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage
of time (including the passage of time within sixty (60) days), the satisfaction of any conditions, the occurrence of any event or any
combination of the foregoing). The terms “beneficial ownership,” “beneficially own,” “beneficially owned”
and “own beneficially” shall have correlative meanings.

 

 

 

Expiration
Time
” shall mean the earliest to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) such date and time
as the Merger Agreement shall be terminated pursuant to and in accordance with its terms, (c) the date of any modification, waiver or
amendment to the Merger Agreement effected without a Securityholder’s consent that increases the exchange ratio or changes the form of
consideration payable to all of the stockholders of INSW pursuant to the terms of the Merger Agreement as in effect on the date of this
Agreement, or otherwise materially adversely affects the interests of any Securityholder or the stockholders of INSW, (d) one year from
the date hereof or (e) the termination of this Agreement by mutual written consent of the parties hereto.

 

INSW Shares
shall mean registered shares of INSW, without par value.

 

Permitted
Transfer
” shall mean, in each case, with respect to each Securityholder, so long as (a) such Transfer is in accordance with
applicable Law and (b) such Securityholder is in compliance with this Agreement, any Transfer of Subject Securities by the Securityholder
to an Affiliate of such transferring Securityholder, so long as such Affiliate, in connection with such Transfer, executes a joinder to
this Agreement pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions applicable
to such Securityholder and otherwise become a party for all purposes of this Agreement, including delivering the irrevocable proxy set
forth in Section 5 hereof; provided that no such Transfer shall relieve the transferring Securityholder from its obligations
under this Agreement, other than with respect to the Subject Securities transferred in accordance with the foregoing provision; provided
further
, such transferring Securityholder delivers notice of such Transfer pursuant to Section 10.

 

Subject
Securities
” shall mean, collectively, with respect to each Securityholder, such Securityholder’s Existing Shares, together
with any INSW Shares or other voting capital stock or other securities of INSW of which such Securityholder acquires beneficial ownership
or record ownership on or after the date of this Agreement (including any New Shares) up to and including the record date for any meeting
of the stockholders of INSW (whether annual or special) called with respect to attaining a Required Vote of stockholders (including any
additional record dates established for any postponements of such meeting).

 

Transfer
shall mean (i) any direct or indirect offer, sale, assignment, conveyance, exchange, encumbrance, pledge, hypothecation, disposition,
loan or other transfer (whether by merger of the applicable Securityholder, by tendering into any tender or exchange offer, by testamentary
disposition, by operation of law or otherwise), either voluntary or involuntary, (ii) entry into any Contract, option or other understanding
with respect to any offer, sale, assignment, conveyance, exchange, encumbrance, pledge, hypothecation, disposition, loan or other transfer
(whether by merger of the applicable Securityholder, by tendering into any tender or exchange offer, by testamentary disposition, by operation
of law or otherwise), of any Subject Securities (or any security convertible or exchangeable into Subject Securities) or beneficial or
record ownership or other interest in any Subject Securities, (iii) to otherwise grant, permit or suffer the creation of any Liens on
any Subject Securities (other than those created by this Agreement or under applicable securities laws) or (iv) to commit or agree, directly
or indirectly, to take any of the foregoing actions.

 

 

2.       Agreement
to Retain Subject Securities
.

 

2.1       Transfer
and Encumbrance of Subject Securities
. Before the receipt of due approval of the Idaho Share Issuance
by Idaho’s shareholders, each Securityholder (severally as to itself and not jointly) agrees (and agrees to cause each of its Affiliates
to agree), with respect to any Subject Securities owned beneficially or of record by such Securityholder, not to (a) Transfer any such
Subject Securities except pursuant to a Permitted Transfer or pursuant to the Merger and the transactions contemplated by the Merger Agreement
or (b) deposit any such Subject Securities into a voting trust or enter into any agreement, arrangement or understanding with any Person
to vote or give instructions inconsistent with this Section 2, including any rights to acquire, any granting of, options, rights of first
offer or refusal, or any voting agreement or arrangement with respect to such Securityholder’s Subject Securities, grant any proxy
(except as otherwise provided herein) or power of attorney with respect thereto or commit or agree, directly or indirectly, to take any
of the foregoing actions. Such Securityholder further agrees (and agrees to cause each of its Affiliates to agree) to authorize and request
INSW to notify INSW’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities and that
this Agreement places limits on the voting of the Subject Securities; provided, however, that any such stop transfer order
shall terminate upon the Expiration Time. For the avoidance of doubt, nothing in this Agreement will restrict any Securityholder from
Transferring any INSW Shares following receipt of the Required Votes.

 

2.2       Acquisition
of Additional Securities
. Each Securityholder (severally as to itself and not jointly) agrees that any INSW Shares and other capital
shares of INSW that such Securityholder purchases or otherwise acquires beneficial or record ownership of, or with respect to which such
Securityholder otherwise acquires sole or shared voting power, following the execution of this Agreement and prior to the Expiration Time
(the “New Shares”), shall constitute Subject Securities and be subject to the terms and conditions of this Agreement.

 

2.3       Unpermitted
Transfers
. Any Transfer or attempted or purported Transfer of any Subject Securities in violation of Section 2.1 shall
be null and void ab initio.

 

3.       Agreement
to Vote and Approve
. Until the Expiration Time, at every meeting of the stockholders of INSW (whether annual or special) called
with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written
consent of the stockholders of INSW with respect to any of the following matters, each Securityholder shall (and agrees to cause each
of its Affiliates to), or shall cause (and agrees to cause each of its Affiliates to cause) the holder of record on any applicable record
date to (including via proxy), vote the Subject Securities owned beneficially or of record by such Securityholder and/or Affiliate (or
cause the holder of record on any applicable record date to vote (including via proxy) the Subject Securities owned beneficially or of
record by such Securityholder and/or Affiliate): (a) in favor of (i) the Idaho Share Issuance and (ii) any other proposals reasonably
requested by INSW in furtherance of the transactions contemplated by the Merger Agreement (including any changes to the governing documents
of INSW or as proposed in connection with the Merger and the other transactions contemplated by the Merger Agreement), (b) in favor of
any proposal to adjourn or postpone such meeting of the stockholders of INSW to a later date if there are not sufficient votes to adopt
the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting of the stockholders of INSW
to constitute a quorum and (c) against (i) any merger agreement, merger, tender offer, exchange offer, sale of all or substantially
all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar
transaction or series of transactions involving INSW, any Subsidiary of INSW, and any other Person or Idaho Superior Proposal (as defined
in the Merger Agreement) (other than the Merger Agreement and the Merger), (ii) any action, proposal,
transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other
obligation or agreement of INSW under the Merger Agreement or of such Securityholder under this Agreement, (iii)
any action, proposal,
transaction or agreement that could reasonably be expected to hinder, delay, postpone, inhibit, discourage, interfere with or adversely
affect the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement, or that would reasonably
be expected to result in any condition to the consummation of the Merger as set forth in Article VII of the Merger Agreement not being
satisfied, or dilute, in any material respect, the benefit of the transactions contemplated thereby to INSW or to the stockholders of
INSW, (iv) any amendment to INSW’s articles of incorporation or by-laws and (v) any change in a majority of the board of directors
of INSW (clauses (a) through (c), the “Required Votes”). Any such vote shall be cast, or consent shall be given, for
purposes of this Section 3, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes
of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent.

 

 

4.       Agreement
Not to Solicit
. Until the Expiration Time, each Securityholder (severally as to itself and not jointly and solely in the Securityholder’s
capacity as such) shall not, and shall not authorize or permit any Representative or Affiliate to act on such Securityholder’s behalf
in order to, directly or indirectly, engage in any conduct in which INSW is not permitted to engage by Section 5.4(a) of the Merger Agreement;
provided, however, that nothing herein shall prevent such Securityholder from acting in such Securityholder’s capacity
as an employee, officer or director of INSW or any Subsidiary of INSW, or taking any action in such capacity (including at the direction
of the board of directors of INSW), but only in either such case as and to the extent permitted by Section 5.4 of the Merger Agreement.

 

5.       Irrevocable
Proxy
. By execution of this Agreement, each Securityholder and its Affiliates (if applicable) do hereby irrevocably and unconditionally
appoint and constitute DSSI or any designee thereof, until the Expiration Time (immediately after which time this proxy shall automatically
be revoked), with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true
and lawful attorney-in-fact and irrevocable proxy, to the fullest extent of such Securityholder’s or Affiliates’ (if applicable)
rights with respect to the Subject Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if
applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy
and/or such other deeds or documents (including under seal, if necessary or desirable) and to do such other acts and things as may be
necessary (including, without limitation, the power to execute and deliver written consents) with respect to such Subject Securities owned
or held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section 3. Each Securityholder
and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which
time this proxy shall automatically be revoked) for all purposes and hereby represents that any proxies heretofore given with respect
to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by each Securityholder and its Affiliates
(if applicable) with respect to its Subject Securities. This proxy is granted in consideration of DSSI entering into the Merger Agreement.
Each Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxies appointed hereunder may
lawfully do or cause to be done in accordance with this Agreement. At any meeting of the Securityholders of INSW (whether annual or special)
to which Section 3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause
its Affiliates to direct) the holder(s) of record of all of the Subject Securities of such Securityholder or Affiliate (if applicable)
on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of such
Securityholder or Affiliate (if applicable) to be counted as present thereat for purposes of establishing a quorum. If for any reason
any proxy granted herein is not irrevocable after it becomes effective, then the Securityholder granting such proxy agrees, until the
Expiration Time, to vote the Subject Securities of such Securityholder in accordance with the Required Votes. The parties hereto agree
that the foregoing is a voting agreement. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors
and assigns of the Securityholder (including any transferee of any of the Subject Securities). Each Securityholder undertakes and agrees:
(i) to indemnify the Attorney and against all actions, claims, demands, proceedings, costs, charges, expenses and other liabilities whatsoever
which may be made against the Attorney or for which the Attorney may become liable by reason of acting pursuant to this power of attorney;
and (ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission
made by the Attorney by reason of acting pursuant to this power of attorney.

 

 

6.       Representations
and Warranties of the Securityholders
. Each Securityholder (severally as to itself and not jointly) hereby represents and warrants
to DSSI as follows:

 

6.1       Due
Authority; Organization
. Such Securityholder has all necessary corporate or similar power and authority to execute and deliver
this Agreement and to perform such Securityholder’s obligations hereunder. If such Securityholder is an entity, the execution, delivery
and performance of this Agreement by such Securityholder has been duly and validly authorized by all necessary action on the part of such
Securityholder, and no other corporate proceedings on the part of such Securityholder are necessary to approve this Agreement or to consummate
the transaction contemplated hereby, and such Securityholder is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization. This Agreement has been duly and validly executed and delivered by such Securityholder and, assuming
the due authorization, execution and delivery of this Agreement by DSSI, constitutes a legal, valid and binding obligation of such Securityholder,
enforceable against such Securityholder in accordance with its terms (except to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally).

 

6.2       Ownership
of the Existing Shares
. As of the date hereof, such Securityholder (a) is the beneficial and record owner of INSW Shares
as indicated on Schedule A hereto opposite such Securityholder’s name, free and clear of any proxy, voting restriction,
adverse claim or other Lien, other than those created by this Agreement, the Merger Agreement or under applicable securities Laws, and
(b) has sole voting power over all of the Existing Shares owned beneficially or of record by such Securityholder and sole power of disposition
with respect to all of the Existing Shares, and no person other than such Securityholder has any right to direct or approve the voting
or disposition of any of the Existing Shares. As of the date hereof, such Securityholder does not own, beneficially or of record, any
capital stock or other securities of INSW or any Subsidiary of INSW other than the INSW Shares set forth on Schedule A opposite
such Securityholder’s name. As of the date hereof, such Securityholder does not own, beneficially or of record, any rights to purchase
or acquire any shares of capital stock or other equity interests of INSW or any Subsidiary of INSW except as set forth on Schedule A
opposite such Securityholder’s name. None of the Subject Securities are subject to any voting trust agreement or other Contract
to which such Securityholder is a party restricting or otherwise relating to the voting or Transfer of any of the Subject Securities.
Such Securityholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Subject Securities,
except as provided in Section 5.

 

6.3       No
Conflict: Consents
.

 

(a)       The
execution and delivery of this Agreement by such Securityholder does not, and the performance by such Securityholder of its obligations
under this Agreement will not, (i) conflict with or violate any Law applicable to such Securityholder or by which any of such Securityholder’s
assets is bound, (ii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or
both would become a default), or result in the loss of a benefit under, or terminate or give rise to any right of termination, vesting,
cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right
of first offer, right of first negotiation or similar option or right) under, or acceleration of, or result in the creation of a Lien
on any of the Subject Securities owned beneficially by such Securityholder pursuant to, any Contract to which such Securityholder is a
party or by which any of such Securityholder’s assets is bound (iii) conflict with or violate any provision of the organizational
documents of such Securityholder, as applicable.

 

 

(b)       Except
for any required filings by such Securityholder with the SEC, the execution and delivery of this Agreement by such Securityholder does
not, and the performance by such Securityholder of its obligations under this Agreement will not, require any consent, approval, authorization
or permit of, action by, filing with or notification to, any Person.

 

6.4       Absence
of Litigation
. As of the date of this Agreement, there is no Action or Order pending or, to the knowledge of such Securityholder,
threatened against or affecting, such Securityholder or any of its Affiliates that could reasonably be expected to impair or adversely
affect the ability of such Securityholder to perform such Securityholder’s obligations hereunder or to consummate the transactions
contemplated hereby.

 

6.5       Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Securityholder.

 

6.6       Reliance.
Such Securityholder understands and acknowledges that DSSI is entering into the Merger Agreement in reliance upon such Securityholder’s
execution and delivery of this Agreement and the representations and warranties of such Securityholder contained herein.

 

Except where expressly stated
to be given as of the date hereof only, the representations and warranties of the Securityholders contained in this Agreement shall be
made as of the date hereof and as of each date from the date hereof through and including the Expiration Time.

 

7.       Representations
and Warranties of DSSI
. DSSI hereby represents and warrants to each Securityholder as follows:

 

7.1       Due
Authority
. DSSI has all necessary corporate or similar power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. The execution, delivery and performance of this Agreement by DSSI has been duly and validly authorized, and
no other corporate proceedings on the part of DSSI are necessary to approve this Agreement. This Agreement has been duly and validly executed
and delivered by DSSI and, assuming the due authorization, execution and delivery of this Agreement by the Securityholders, constitutes
a legal, valid and binding obligation of DSSI, enforceable against DSSI in accordance with its terms (except to the extent that enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally).

 

7.2       No
Conflict: Consents
.

 

(a)       The
execution and delivery of this Agreement by DSSI does not, and the performance by DSSI of its obligations under this Agreement will not,
conflict with or violate any Law applicable to DSSI.

 

(b)       The
execution and delivery of this Agreement by DSSI does not, and the performance by DSSI of its obligations under this Agreement will not,
require any consent, approval, authorization or permit of, action by, filing with or notification to, any Person.

 

 

8.       No
Legal Action
. The Securityholders shall (and agrees to cause each of its Affiliates to agree to) not bring, commence, institute,
maintain, voluntarily aid, finance, encourage or prosecute any claim, appeal, litigation, arbitration or proceeding which, and the Securityholders
hereby waive any claim, appeal, litigation, arbitration or proceeding that, (a) challenges the validity of or seeks to enjoin the operation
of any provision of this Agreement, (b) alleges that the execution and delivery of this Agreement by the Securityholders or its Affiliates
(or the Securityholders’ (or its Affiliates’, if applicable) performance hereunder) breaches any fiduciary duty of DSSI’s
board of directors (or any member or committee thereof) or any duty that the Securityholders have (or may be alleged to have) to DSSI
or to the other holders of the Subject Securities or (c) alleges the breach of any fiduciary duty of any Person (including the board of
directors of INSW or any member or committee thereof) in connection with the negotiation and entry into the Merger Agreement or the transactions
contemplated thereby. In addition to the above, in the case of a class action, each Securityholder agrees not to bring, commence, institute,
maintain, voluntarily aid, finance, encourage, prosecute or participate in, and to take all actions necessary to opt out of, any class
in any class action with respect to (a), (b) and (c) above.

 

9.       Termination.
This Agreement shall terminate and shall have no further force or effect immediately as of and following the Expiration Time. Upon termination
of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however,
that (a) nothing set forth in this Section ‎9 shall relieve any party from liability for any breach of this Agreement occurring
prior to the termination hereof; and (b) the provisions of this Section ‎9, and Section ‎11 shall survive any termination
of this Agreement.

 

10.       Notice
of Certain Events
. Until the Expiration Time, each Securityholder shall notify DSSI promptly of (i) any fact, event or circumstance
that would cause, or reasonably be expected to cause or constitute, a breach of the representations and warranties or covenants of such
Securityholder or its Affiliates under this Agreement, (ii) the receipt by such Securityholder of any notice or other communication from
any Person alleging that the consent of such Person is or may be required in connection with this Agreement (iii) any acquisition of INSW
Shares and (iv) any Permitted Transfer; provided, however, that the delivery of any notice pursuant to this Section
‎10
shall not limit or otherwise affect the remedies available to any party.

 

11.       Miscellaneous

 

11.1       Reliance
by DSSI
. Each Securityholder understands and acknowledges that DSSI is entering into the Merger Agreement (and the other documents
related thereto) in reliance upon such Securityholder’s execution, delivery and performance of this Agreement and upon the representations
and warranties, covenants and other agreements of such Securityholder contained in this Agreement.

 

11.2       Further
Assurances
. From time to time, at the request of DSSI and
without further consideration, each Securityholder and its Affiliates (if applicable) shall take such further action as may be deemed
by
DSSI to be necessary or desirable to effect the transactions contemplated by this Agreement.
Each Securityholder agrees not to take any other action with the knowledge and intent that it would in any way make any representation
or warranty of such Securityholder untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material
respect with the performance of such Securityholder’s obligations hereunder.

 

11.3       No
Ownership Interest
. Nothing contained in this Agreement shall be deemed to vest in DSSI any direct or indirect ownership or incidence
of ownership of or with respect to the Subject Securities. All rights, ownership and economic benefits of and relating to the Subject
Securities shall remain vested in and belong to the Securityholder, and DSSI shall have no authority to direct the Securityholder in the
voting or disposition of any of the Subject Securities, except as otherwise provided herein. Nothing in this Agreement shall be interpreted
as creating or forming a “group” with any other Person, including DSSI, for purposes of Rule 13d-5(b)(1) of the Exchange Act
or any other similar provision of applicable Law.

 

 

11.4       Certain
Adjustments
. In the event of a change in the number of INSW Shares by reason of any reclassification, recapitalization, split
(including a reverse split), subdivision, combination, exchange or readjustment, or any stock or unit dividend or stock or unit distribution
or other similar transaction, the terms “INSW Shares” and “Subject Securities” shall be deemed to refer to and
include such shares or units as well as all such stock or unit dividends and distributions and any securities into which or for which
any or all of such shares or units may be changed or exchanged or which are received in such transaction.

 

11.5       Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable Law or rule in any jurisdiction, (a)  the parties shall negotiate, in good faith, a suitable
and equitable provision that shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) such invalidity, illegality or unenforceability shall not affect any other
provision or portion of any provision in such jurisdiction.

 

11.6       Binding
Effect and Assignment
. This Agreement is not intended to, and shall not, confer upon any other Person other than the parties and
their respective successors and permitted assigns any rights or remedies hereunder. Except for the power of substitution and resubstitution
granted in Section 5, neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned
or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties,
and any such assignment without such prior written consent shall be null and void. Any purported assignment of this Agreement in violation
of the foregoing shall be null and void ab initio. Subject to the preceding sentence, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Nothing in this Agreement is intended
to confer on any Person (other than DSSI and its successors and permitted assigns) any rights or remedies of any nature.

 

11.7       Amendments
and Modifications, Waivers, etc
. No provision of this Agreement may be modified, amended, altered, supplemented or waived prior
to the Effective Time except upon the execution and delivery of a written agreement, amendment or waiver executed, in the case of an amendment,
by the parties hereto or, in the case of a waiver, by each party against whom the waiver is to be effective. No failure or delay of any
party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by Law.

 

11.8       Specific
Performance; Injunctive Relief
. The parties hereto agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy would occur in the event any provision of this Agreement was not performed in accordance with the terms
hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled, in addition to any other remedy to which
they are entitled at law or in equity to specific relief hereunder, including an injunction or injunctions, specific performance and other
equitable relief to prevent and enjoin breaches (or threatened breaches) of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court identified in Section ‎11.10 of this Agreement. Each of the parties hereby further
waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement for the posting
of any bond or security as a prerequisite to obtaining equitable relief.

 

 

11.9       Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if
delivered personally, or if by facsimile or e-mail, upon confirmation of receipt generated by the sender’s machine, or (b) on
the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier.
All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice:

 

If to DSSI:

 

33 Benedict Pl, 2nd Floor

Greenwich, Connecticut 06830, USA

Attention: Anoushka Kachelo; Craig H.
Stevenson, Jr.

Email: akachelo@diamondsshipping.com;
cstevenson@diamondsshipping.com; management@diamondsshipping.com

 

with a copy (which shall not constitute
notice) to:

 

White & Case LLP

 

1221 Avenue of the Americas

New York, New York 10020

Attention: John Reiss; Michael A. Deyong

Email: jreiss@whitecase.com; michael.deyong@whitecase.com

 

If to a Securityholder, to the address
set forth for such Securityholder on Schedule A

 

with a copy (which shall not constitute
notice) to:

 

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attn: Eleazer Klein, Esq.

Email: eleazer.klein@srz.com

 

11.10       Governing
Law; Jurisdiction and Venue
.

 

(a)       This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts
of laws principles that would result in the application of the Law of any other jurisdiction.

 

 

(b)       Each
of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of
the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action
or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America
sitting in the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition
or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to
commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds
it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter
jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United
States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate
court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the
Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court
of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action
or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America
sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such
action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in such courts. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
Law. Each party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts
referred to in this Section 11.10(b) in the manner provided for notices in Section 11.9. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

 

11.11       WAIVER
OF JURY TRIAL
. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH
OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES
SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11.11.

 

11.12       Entire
Agreement
. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications
and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties
with respect to the subject matter hereof.

 

11.13       Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be
executed by .pdf signature and a .pdf signature shall constitute an original for all purposes.

 

 

11.14       Interpretation.
Each of the parties hereto acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement
and the transactions contemplated by this Agreement and has participated jointly in negotiating and drafting this Agreement. Accordingly,
any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting
party has no application and is expressly waived. The section headings herein are for convenience of reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section or Schedule
such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. The word “including” and words
of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words
“hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. References
to a party or to the parties to this Agreement refer to DSSI and the Securityholders, individually or collectively, as the case may be.
All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The term “or”
is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.”
References to days mean calendar days unless otherwise specified.

 

11.15       Expenses.
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring
such fees or expenses, whether or not the Merger are consummated.

 

11.16       Documentation
and Information
. Each Securityholder consents to and authorizes the publication and disclosure by INSW and DSSI and their respective
Affiliates of the Securityholders’ identity and holdings of INSW Shares, and the nature of such Securityholder’s commitments,
arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with
the Merger or any other transaction contemplated by the Merger Agreement. As promptly as reasonably practicable, each Securityholder shall
notify INSW and DSSI, as applicable, of any required corrections with respect to any written information supplied by the such Securityholder
specifically for use in any such disclosure document, if and to the extent such Securityholder becomes aware that any have become false
or misleading in any material respect.

 

11.17       Obligation
to Update Schedule A
. Each Securityholder agrees that in connection with any acquisitions or Transfers (to the extent permitted)
of Subject Securities by such Securityholder, such Securityholder will, as promptly as practicable following the completion thereof, notify
each of DSSI and INSW in writing of such acquisition or Transfer and the parties will update Schedule A to reflect the effect of
such acquisition or Transfer.

 

 

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed on the date and year first above written.

 

     
  DIAMOND S SHIPPING, INC.  
     
     
  By: /s/ Craig H. Stevenson Jr.  
  Name:Craig H. Stevenson Jr.  
  Title:Director, President and Chief Executive Officer  
       

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Voting and Support Agreement]

 

 

   
  SECURITYHOLDERS:
  Cyrus Capital Partners, L.P.
   
  By: /s/ Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory
   
  Canary SC Master Fund, L.P.
  By: Cyrus Capital Partners, L.P., its investment manager
   
  By: /s/ Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory
   
  Cyrus Opportunities Master Fund II, Ltd.
  By: Cyrus Capital Partners, L.P., its investment manager
   
  By: /s/ Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory
   
  Crescent 1, L.P.
  By: Cyrus Capital Partners, L.P., its investment manager
   
  By: /s/ Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory
   
  CRS Master Fund, L.P.
  By: Cyrus Capital Partners, L.P., its investment manager
   
  By: /s/ Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory
   
  Cyrus Select Opportunities Master Fund, Ltd.
  By: Cyrus Capital Partners, L.P., its investment manager
   
  By: /s/ Jennifer M. Pulick
  Name: Jennifer M. Pulick
  Title: Authorized Signatory

 

[Signature Page to Voting and Support Agreement]

 

 

sCHEDULE
A

 

SECURITYHOLDERS

 

Name Address Existing Shares
Canary SC Master Fund, L.P. c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York 10022 187,789
Cyrus Opportunities Master Fund II, Ltd. c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York 10022 2,222,316
Crescent 1, L.P. c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York 10022 700,759
CRS Master Fund, L.P. c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York 10022 670,442
Cyrus Select Opportunities Master Fund, Ltd. c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York 10022 222,450
Cyrus Capital Partners, L.P. 65 East 55th Street, 35th Floor, New York, New York 10022 25,791

 

 

 

 

 

 

 

Exhibit 10.4

 

Execution Version

 

TERMINATION AGREEMENT

 

This TERMINATION AGREEMENT (this “Agreement”),
dated as of March 30, 2021, is entered into by and between Diamond S Shipping Inc., a corporation duly organized and existing under the
laws of the Republic of the Marshall Islands and its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands, on behalf of itself and its vessel-owning subsidiaries that have entered into the TMAs (as defined below) (“DSSI”),
and Capital Ship Management Corp., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong
Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a business address at 3, Iassonos street, Piraeus, Greece (“CSM”,
and together with DSSI, the “Parties”, and each, a “Party”).

 

RECITALS

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, DSSI is entering into that certain Agreement and Plan of Merger in the
form attached hereto as Exhibit A (as may be amended or amended and restated from time to time, the “Merger Agreement”),
by and among DSSI, International Seaways, Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall
Islands (“INSW”), and Dispatch Transaction Sub, Inc., a corporation duly organized and existing under the laws of the
Republic of the Marshall Islands and a wholly owned subsidiary of INSW (“Merger Sub”), pursuant to which, among other
things, at the closing of the transactions contemplated thereby (the “INSW Transaction Closing”) and upon the terms
and subject to the conditions set forth therein, Merger Sub will be merged with and into DSSI, with the result that DSSI will survive
as a wholly-owned subsidiary of INSW;

 

WHEREAS,
concurrently with the execution and delivery of this Agreement, DSSI, certain Affiliates (as defined below) of CSM are entering into a
Voting and Support Agreement (the “Voting Agreement”) and a Termination of Director Designation Agreement and Resale
and Registration Rights Agreement (the “DDA Termination Agreement”);

 

WHEREAS,
the parties intend that, subject to the consummation of the INSW Transaction Closing, upon the transition of the management services in
accordance with the terms and subject to the conditions contained herein, the following agreements shall terminate:

 

(i) Commercial Management Agreement, dated as of March 27, 2019, by and between DSSI and CSM (the “CMA”);

 

(ii) Management and Services Agreement, dated as of March 27, 2019, by and between DSSI and CSM (the “MSA”);
and

 

(iii) each Technical Management Agreement, dated as of March 27, 2019, by and between certain DSSI vessel-owning
subsidiaries and CSM (also referred to as Part II Shipman 2009 Standard Ship Management Agreement) (the “TMAs”, and
collectively with the CMA and the MSA, the “Subject Agreements”).

 

WHEREAS,
in connection with the termination of the Subject Agreements, the Parties wish to facilitate an orderly transfer of activities related
to the Vessels on the terms and subject to the conditions set forth herein.

 

 

NOW,
THEREFORE
, in consideration of the premises and the mutual agreement and covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

 

ARTICLE I

DEFINITIONS

 

Capitalized terms used herein but not otherwise
defined herein have the meanings set forth in the MSA. The following terms used herein have the following meanings:

 

Section 1.1    “Affiliates
means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries,
are controlled by, control or are under common control with the person in question, and “Affiliate” means any one of them;
provided, that, with respect to CSM, “Affiliates” shall in any event include Capital Maritime & Trading Corp.,
Crude Carriers Investments Corp. and Capital GP L.L.C; provided, further, that neither INSW nor any of its Affiliates shall
be deemed Affiliates of DSSI or DSSI’s Affiliates for any purpose hereunder or under the Subject Agreements.

 

Section 1.2    “Escrow
Agreement
” means the Escrow Agreement on customary and reasonable terms reflecting the escrow deposit and release provisions
contemplated by this Agreement, to be entered into by DSSI, CSM and the Escrow Agent concurrently with the INSW Transaction Closing.

 

Section 1.3    “Escrow
Amount Adjustment
” means the aggregate amount of the Ticking Fee multiplied by 0.12.

 

Section 1.4    “Freight
Earned
” with respect to any period means all gross charter revenues generated by the applicable vessel during such period, established
based on supporting documentation provided by DSSI and/or Newco as reasonably required by CSM. In the event that the relevant vessel’s
new commercial manager is unwilling or unable to provide such vessel’s Freight Earned, DSSI or Newco and CSM shall agree on an alternate
method of calculating the Freight Earned, which method shall, as nearly as possible, approximate the economic effect of the preceding
sentence. Such alternative method shall be deemed the “Freight Earned” hereunder.

 

Section 1.5    “Governmental
Entity
” means any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory agency or
authority or any securities exchange.

 

Section 1.6    “Law
means any statute, law, ordinance, policy rule or regulation of any Governmental Entity and all judicial interpretations thereof.

 

Section 1.7    “Representative
means with respect to any Person, such Person’s directors, managers, officers, employees, agents, attorneys, consultants, advisors,
financing sources or other Persons acting on behalf of such Person.

 

Section 1.8    “Surviving
Provisions
” means Sections 6.1(5) (first sentence only), 8.1 (solely with respect to periods prior to the Transition Completion),
9.3, 9.4, 16.1, 17 and 18 of the CMA, Sections 6 (subject to Schedule 2 to the MSA as amended pursuant to Section 3.5 of this Agreement),
9 (last sentence only), 10 (last sentence only), 11 and 15 of the MSA, Schedule 2 to the MSA (as amended pursuant to Section 3.5
of this Agreement) and Sections 17(b), 17(c), 17(d), 22(i), 22(j) and 23 of the TMAs.

 

Section 1.9    “Termination
Fee Adjustment
” means the aggregate amount of the Ticking Fee multiplied by 0.88.

 

 

Section 1.10   “Ticking
Fee
” means USD 700,000 per month for each calendar month the Transition Period – Other Vessels will extend after May 31,
2021; provided, that if the Transition Period – Other Vessels will end prior to the last day of a calendar month, the amount
of the Ticking Fee for such calendar month shall be pro rated based upon a 30 day calendar month. By way of example only, if the INSW
Transaction Closing occurs on June 30, 2021, the Ticking Fee would equal USD 2,800,000, as the Transition Period – Other Vessels
will end on September 30, 2021 (such date being 90 days after the INSW Transaction Closing), which constitutes a period of four months
by which the Transition Period – Other Vessels will extend past May 31, 2021.  In such example, the Termination Fee Adjustment
would be USD 2,464,000 and the Escrow Amount Adjustment would be USD 336,000.

 

Section 1.11   “Transition
Completion
” means the first day on which all of the Vessels have been transitioned (including in terms of both technical management
and commercial management) to a DSSI Manager in accordance with Article III.

 

Section 1.12  “Transition
Period – Other Vessels
” means the 90 day period commencing on the day of the INSW Transaction Closing.

 

ARTICLE II

TERMINATIONS

Section 2.1    Termination
of Subject Agreements
.

 

(a) Effective immediately upon the completion of a Vessel transitioning its technical management to a DSSI
Manager or delivery of a Vessel to DSSI or its designee (includin