Common use of GUARANTOR’S ACKNOWLEDGMENT Clause in Contracts

GUARANTOR’S ACKNOWLEDGMENT. The undersigned, each a guarantor of the “Obligations” of Unifi, Inc., a New York corporation (“Parent”), and Unifi Manufacturing, Inc., a North Carolina corporation (“Unifi Manufacturing” and together with Parent, each a “Borrower” and collectively, the “Borrowers”), under and as defined in that certain Amended and Restated Credit Agreement, dated as of March 26, 2015, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 26, 2015, and as the same may have been further amended, restated, supplemented, or otherwise modified from time to time before the date hereof (as so amended, the “Credit Agreement”), by and among Borrowers, the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), hereby (a) acknowledges receipt of the foregoing Second Amendment to Amended and Restated Credit Agreement, by and among Borrowers, the Lenders and Agent (the “Amendment”) and a copy of the fully executed Fourth Amended and Restated Term Note dated as of the date hereof in the original principal amount of $100,000,000, made by the Borrowers to the order of Agent (for and on behalf of the Lenders) (the “Term Note”); (b) consents to the terms and execution of the Amendment and the Term Note; (c) reaffirms its obligations pursuant to the terms of the Amended and Restated Guaranty and Security Agreement, dated as of March 26, 2015, among the Agent, the Borrowers and the undersigned (as amended by that certain First Amendment to Amended and Restated Guaranty and Security Agreement dated as of June 26, 2015, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), in light of the Amendment and the Term Note; and (d) acknowledges that Agent and the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of Borrowers, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty and Security Agreement for Borrowers’ present and future Obligations. UNIFI SALES & DISTRIBUTION, INC. By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SEE 4 PROCESS IMPROVEMENT SOLUTIONS, LLC By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer

GUARANTOR’S ACKNOWLEDGMENT. With respect to the amendments to the Reimbursement Agreement effected by this Amendment, each Loan Party signatory hereto that is a Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty to the Reimbursement Agreement, “thereunder”, “thereof” or words of like import referring to the Reimbursement Agreement, shall mean and be a reference to the Reimbursement Agreement as amended or modified by this Amendment. Although Agent and the Cash Collateral Providers have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Cash Collateral Provider has any duty under the Reimbursement Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. [signature pages follow] DB1/ 145414326.3 Signature Page to Fourth Amendment to Reimbursement Agreement MSD PCOF PARTNERS XLV, LLC, as Agent and a Cash Collateral Provider By:_______________________ Name: Title: Xxxxxxxx Xxxxxxx Authorized Signatory DB1/ 145414326.3 Signature Page to Fourth Amendment to Reimbursement Agreement BTC OFFSHORE HOLDINGS FUND II-B LLC, as a Cash Collateral Provider By: Blue Torch Offshore Credit Opportunities Master Fund II, LP, its Sole Member By: Blue Torch Offshore Credit Opportunities XX XX LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC OFFSHORE HOLDINGS FUND II-C LLC, as a Cash Collateral Provider By: Blue Torch Offshore Credit Opportunities Master Fund II, LP, its Sole Member By: Blue Torch Offshore Credit Opportunities XX XX LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC HOLDINGS FUND II, LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities Fund II, LP, its Sole Member By: Blue Torch Credit Opportunities XX XX LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: Xxxxx Xxxxx Authorized Signatory Xxxxx Xxxxx Authorized Signatory Xxxxx Xxxxx Authorized Signatory DocuSign Envelope ID: E731D437-EB91-4EFF-8960-FD366EE7DF96 DB1/ 145414326.3 Signature Page to Fourth Amendment to Reimbursement Agreement BTC HOLDINGS KRS FUND LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities KRS Fund LP, its Sole Member By: Blue Torch Credit Opportunities KRS GP LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC HOLDINGS SBAF FUND LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities SBAF Fund LP, its Sole Member By: Blue Torch Credit Opportunities SBAF GP LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC HOLDINGS SC FUND LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities SC Master Fund LP, its Sole Member By: Blue Torch Credit Opportunities SC GP LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: Xxxxx Xxxxx Xxxxx Xxxxx Authorized Signatory Authorized Signatory Authorized Signatory Xxxxx Xxxxx DocuSign Envelope ID: E731D437-EB91-4EFF-8960-FD366EE7DF96 DB1/ 145414326.6 Exhibit 1.2(b) Form of Compliance Certificate DB1/ 145414326.6 COMPLIANCE CERTIFICATE PNC Bank, National Association 0 Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attention: Relationship Manager – Xxxxxxx & Xxxxxx MSD PCOF Partners XLV, LLC c/o MSD Partners, L.P. 000 Xxxxx Xxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 5910 Attn: Xxxxxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxx.xxx The undersigned, each a guarantor the [Chief Executive Officer / Chief Financial Officer / Treasurer / Controller] of the “Obligations” of UnifiXXXXXXX & XXXXXX ENTERPRISES, Inc.INC., a New York corporation organized under the laws of Delaware (“ParentBorrowing Agent”), certifies to (i) PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent (in such capacity, “Agent”) under the Credit Agreement referenced below, and Unifi Manufacturingthe financial institutions referenced below, Inc.that, a North Carolina corporation (“Unifi Manufacturing” pursuant to the terms and together with Parentconditions of that certain Revolving Credit, each a “Borrower” Guaranty and collectivelySecurity Agreement, by and among Borrowing Agent, as the borrower thereunder, the “Borrowers”)financial institutions party thereto from time to time, under and as defined in that certain Amended and Restated Credit AgreementAgent, dated as of March 26June 30, 2015, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 26, 2015, and as the same may have been further be amended, restatedmodified, supplemented, renewed, restated or otherwise modified replaced from time to time before the date hereof (as so amendedtime, the “Credit Agreement”); and (ii) MSD PCOF Partners XLV, by and among Borrowers, the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, LLC as agent for the Lenders (in such capacityCash Collateral Providers under that certain Reimbursement, together with its successors Guaranty and assigns in such capacity, the “Agent”), hereby (a) acknowledges receipt of the foregoing Second Amendment to Amended and Restated Credit Security Agreement, by and among BorrowersBorrowing Agent, as the borrower thereunder, the Lenders and Agent financial institutions party thereto from time to time (the “Amendment”) and a copy of the fully executed Fourth Amended and Restated Term Note dated as of the date hereof in the original principal amount of $100,000,000, made by the Borrowers to the order of Agent (for and on behalf of the Lenders) (the “Term NoteCash Collateral Providers”); (b) consents to the terms and execution of the Amendment and the Term Note; (c) reaffirms its obligations pursuant to the terms of the Amended and Restated Guaranty and Security Agreement, dated as of March 26June 30, 2015, among the Agent, the Borrowers and the undersigned 2021 (as amended by that certain First Amendment to Amended and Restated Guaranty and Security Agreement dated as of June 26, 2015, and as the same may be further amended, restatedmodified, supplemented, renewed, restated or otherwise modified replaced from time to time, the “Guaranty and Security Reimbursement Agreement”, and together with the Credit Agreement, the “Debt Documents”); the Loan Parties are in compliance for the [month / quarter / fiscal year] ending __________________ , 20___ with all required covenants set forth in the Debt Documents and no Default or Event of Default exists (if not true, in light the “Comments Regarding Exceptions” section below specify the Default or Event of the Amendment Default, its nature, when it occurred, whether it is continuing and the Term Note; steps being taken by the Loan Parties with respect to such Default or Event of Default). Capitalized terms used in this Compliance Certificate and (d) acknowledges that Agent and not otherwise defined herein shall have the Lenders may amend, restate, extend, renew or otherwise modify meanings ascribed to them in the Credit Agreement and any indebtedness the Reimbursement Agreement, as applicable. Without limiting the foregoing, the undersigned certifies that the Loan Parties are in compliance with the requirements or agreement of Borrowersrestrictions imposed by Sections 6.5 and 7.6, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent of the undersigned and without impairing the liability Credit Agreement or Reimbursement Agreement, as applicable, except as may be set forth below [Attached hereto as Schedule A are covenant calculations which show such compliance (or non-compliance) with [Section 6.5 and]1 [7.6]2 of the undersigned under the Guaranty and Security Credit Agreement for Borrowers’ present and future Obligationsor Reimbursement Agreement, as applicable.] 1 For quarterly certificate only. UNIFI SALES & DISTRIBUTION, INC. By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SEE 4 PROCESS IMPROVEMENT SOLUTIONS, LLC By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer2 For annual certificate only.

GUARANTOR’S ACKNOWLEDGMENT. The undersigned, each a guarantor of the “Obligations” of Unifi, Inc., a New York corporation (“Parent”), and Unifi Manufacturing, Inc., a North Carolina corporation (“Unifi Manufacturing” and together with Parent, each a “Borrower” and collectively, the “Borrowers”), under and as defined in that certain Amended and Restated Credit Agreement, dated as of March 26, 2015, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 26, 2015, and 2015 (as the same has been and may have been further hereinafter be amended, restatedmodified, supplemented, renewed, restated or otherwise modified from time to time before the date hereof (as so amendedreplaced, the “Credit Agreement”), by and among Borrowers, the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), hereby (a) acknowledges receipt of the foregoing Second First Amendment to Amended and Restated Credit Agreement, by and among Borrowers, the Lenders and Agent (the “Amendment”) and a copy of the fully executed Fourth Amended and Restated Term Note dated as of the date hereof in the original principal amount of $100,000,000, made by the Borrowers to the order of Agent (for and on behalf of the Lenders) (the “Term Note”); (b) consents to the terms and execution of the Amendment and the Term Notethereof; (c) reaffirms its obligations pursuant to the terms of the Amended and Restated Guaranty and Security Agreement, dated as of March 26, 2015, among the Agent, the Borrowers and the undersigned (as amended by that certain First Amendment to Amended and Restated Guaranty and Security Agreement dated as of June 26, 2015, and as the same has been and may hereinafter be further amended, restatedmodified, supplemented, renewed, restated or otherwise modified from time to timereplaced, the “Guaranty and Security Agreement”), in light of the Amendment and the Term Note; and (d) acknowledges that Agent and the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of Borrowers, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty and Security Agreement for Borrowers’ present and future Obligations. UNIFI SALES & DISTRIBUTION, INC. By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer SEE 4 PROCESS IMPROVEMENT SOLUTIONS, LLC (f/k/a Unifi Equipment Leasing, LLC) By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Chief Executive OfficerOfficer SCHEDULE 4.1(b) TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Schedule 4.1(b) Capitalization of Subsidiaries

GUARANTOR’S ACKNOWLEDGMENT. The undersignedWith respect to the amendments to the Reimbursement Agreement effected by this Amendment, each Loan Party signatory hereto that is a guarantor of Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the “Obligations” of Unifi, Inc., a New York corporation (“Parent”)effectiveness of, and Unifi Manufacturing, Inc., a North Carolina corporation (“Unifi Manufacturing” on and together with Parentafter the date of this Amendment, each a “Borrower” and collectively, reference in such Guaranty to the “Borrowers”), under and as defined in that certain Amended and Restated Credit Reimbursement Agreement, dated as “thereunder”, “thereof” or words of March 26like import referring to the Reimbursement Agreement, 2015, shall mean and be a reference to the Reimbursement Agreement as amended or modified by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 26, 2015, and as the same may have been further amended, restated, supplemented, or otherwise modified from time to time before the date hereof (as so amended, the “Credit Agreement”), by and among Borrowers, the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), hereby (a) acknowledges receipt of the foregoing Second Amendment to Amended and Restated Credit Agreement, by and among Borrowers, the Lenders and Agent (the “this Amendment”) and a copy of the fully executed Fourth Amended and Restated Term Note dated as of the date hereof in the original principal amount of $100,000,000, made by the Borrowers to the order of Agent (for and on behalf of the Lenders) (the “Term Note”); (b) consents to the terms and execution of the Amendment and the Term Note; (c) reaffirms its obligations pursuant to the terms of the Amended and Restated Guaranty and Security Agreement, dated as of March 26, 2015, among the Agent, the Borrowers and the undersigned (as amended by that certain First Amendment to Amended and Restated Guaranty and Security Agreement dated as of June 26, 2015, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), in light of the Amendment and the Term Note; and (d) acknowledges that . Although Agent and the Lenders may amend, restate, extend, renew or otherwise modify Cash Collateral Providers have informed the Credit Agreement and any indebtedness or agreement of Borrowers, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent Guarantors of the undersigned matters set forth above, and without impairing each Guarantor has acknowledged the liability of the undersigned same, each Guarantor understands and agrees that neither Agent nor any Cash Collateral Provider has any duty under the Reimbursement Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and Security nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. [signature pages follow] DB1/ 132700652.11 EXHIBIT A Amended Reimbursement Agreement for Borrowers’ present and future Obligations. UNIFI SALES & DISTRIBUTION[attached] MARKED VERSION REFLECTING CHANGES PURSUANT TO THE SECOND AMENDMENT TO REIMBURSEMENT, GUARANTY AND SECURITY AGREEMENT DATED NOVEMBER 8, 2022 ADDED TEXT SHOWN UNDERSCORED DELETED TEXT SHOWN STRIKETHROUGH DB1/ 133198220.1133198220.6 Execution Copy SECURITY AGREEMENT MSD PCOF PARTNERS XLV, LLC (BORROWER) CERTAIN OF SUBSIDIARIES OF XXXXXXX &WILCOX ENTERPRISES, INC. By(GUARANTORS) June 30, 2021 (AS AGENT) AND THE CASH COLLATERAL PROVIDERS PARTY HERETO REIMBURSEMENT, GUARANTY AND WITH XXXXXXX &WILCOX ENTERPRISES, INC. DB1/ 133198220.1133198220.6 i TABLE OF CONTENTS Page I. DEFINITIONS 1 1.1. Accounting Terms 1 1.2. General Terms 2 1.3. Uniform Commercial Code Terms 63 1.4. Certain Matters of Construction 63 1.5. LIBOR Notification. 64 II. CASH COLLATERAL; DELAYED DRAW TERM LOANS 64 2.1. Cash Collateral for Letter of Credit Drawings 64 2.2. Cash Collateral Withdrawals; Delayed Draw Term Loans 65 2.3. Cash Collateral Account 65 2.4. Procedures for Selection of Applicable Rates for Advances 65 2.5. [Reserved] 67 2.6. [Reserved] 67 2.7. [Reserved] 67 2.8. Making and Settlement of Advances 67 2.9. [Reserved] 68 2.10. Xxxxxx and Repayment of Advances 68 2.11. [Reserved] 69 2.12. [Reserved] 69 2.13. [Reserved] 69 2.14. [Reserved] 69 2.15. [Reserved] 69 2.16. [Reserved] 69 2.17. [Reserved] 69 2.18. [Reserved] 69 2.19. [Reserved] 69 2.20. [Reserved] 69 2.21. Liability for Acts and Omissions 70 2.22. Prepayments 70 2.23. Use of Proceeds 72 DB1/ 133198220.1133198220.6 ii 2.24. [Reserved] 72 2.25. [Reserved] 72 III. INTEREST AND FEES 72 3.1. Interest 72 3.2. Cash Collateral Fees 73 3.3. Closing Fee 73 3.4. Prepayment Premium 73 3.5. Computation of Interest and Fees 74 3.6. Maximum Charges 74 3.7. Increased Costs 74 3.8. Alternate Rate of Interest 75 3.9. Capital Adequacy 84 3.10. Taxes 84 IV. COLLATERAL: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President GENERAL TERMS 87 4.1. Security Interest in the Collateral 87 4.2. Perfection of Security Interest 88 4.3. Preservation of Collateral 88 4.4. Ownership and Chief Executive Officer SEE 4 PROCESS IMPROVEMENT SOLUTIONS, LLC By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Chief Executive OfficerLocation of Collateral 89 4.5. Defense of Agent’s and Cash Collateral Providers’ Interests 89 4.6. Inspection of Premises 90 4.7. Appraisals 90 4.8. Receivables; Deposit Accounts and Securities Accounts 90 4.9. Inventory 92 4.10. Maintenance of Equipment 93 4.11. Exculpation of Liability 93 4.12. Financing Statements 93 4.13. Investment Property Collateral 93 4.14. Provisions Regarding Pledged Equity Interests 93 V. REPRESENTATIONS AND WARRANTIES 100 5.1. Authority 100 5.2. Formation and Qualification 100 5.3. Survival of Representations and Warranties 100

GUARANTOR’S ACKNOWLEDGMENT. The undersigned, each a guarantor Each of the “Obligations” of Unifi, Inc., a New York corporation (“Parent”), and Unifi Manufacturing, Inc., a North Carolina corporation (“Unifi Manufacturing” and together with Parent, each a “Borrower” and collectively, the “Borrowers”), under and as defined in that certain Amended and Restated Credit Agreement, dated as of March 26, 2015, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 26, 2015, and as the same may have been further amended, restated, supplemented, or otherwise modified from time to time before the date hereof (as so amended, the “Credit Agreement”), by and among Borrowers, the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), undersigned Guarantors hereby (a) acknowledges receipt of and consents to the foregoing Second Amendment to Amended Forbearance Agreement and Restated Credit Agreementthe Borrowers’, by Holdings’ and among Borrowers, the Lenders and Agent (the “Amendment”) and a copy of the fully executed Fourth Amended and Restated Term Note dated as of the date hereof in the original principal amount of $100,000,000, made by the Borrowers to the order of Agent (for and on behalf of the Lenders) (the “Term Note”)Administrative Borrower’s execution thereof; (b) consents ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the terms and execution Obligations of the Amendment and Borrowers under the Term NoteCredit Agreement as modified; (c) reaffirms its obligations acknowledge and confirm that the liens and security interests granted pursuant to the terms Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Encumbrances) that secure all of the Amended Obligations on and Restated Guaranty and Security Agreement, dated as of March 26, 2015, among after the Agent, the Borrowers and the undersigned (as amended by that certain First Amendment to Amended and Restated Guaranty and Security Agreement dated as of June 26, 2015, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), in light of the Amendment and the Term Notedate hereof; and (d) acknowledges that Agent and agrees to the terms of Forbearance Agreement applicable to such Guarantor (including, without limitation, the Release set forth in Section 4 thereof and the Lenders may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of Borrowers, or enter into any agreement or extend additional or other credit accommodations to Borrowers, without notifying or obtaining the consent retention of the undersigned restructuring advisors set forth in Section 2 thereof) and without impairing agrees to be bound by the liability of the undersigned under the Guaranty and Security Agreement for Borrowers’ present and future Obligationsterms thereof. UNIFI SALES & DISTRIBUTIONGUARANTORS: TBS U.S. ENTERPRISES LLC By: TBS SHIPPING SERVICES INC., its sole member By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Secretary TBS ENERGY LOGISTICS L.P. By: TBS U.S. ENTERPRISES LLC, its general partner By: TBS SHIPPING SERVICES INC., its sole member By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Secretary TBS SHIPPING HOUSTON, INC. By: /S/ XXXXXXX X. XXXXXX /s/ Xxxx XxXxxxx Name: Xxxxxxx X. Xxxxxx Xxxx XxXxxxx Title: President Secretary Signature Page to Guarantors’ Acknowledgment to Forbearance Agreement and Chief Executive Officer SEE 4 PROCESS IMPROVEMENT SOLUTIONSWaiver GUARANTORS: ROYMAR SHIP MANAGEMENT, LLC INC. TBS SHIPPING SERVICES INC. AZALEA SHIPPING & CHARTERING, INC. COMPASS CHARTERING CORP. By: /S/ XXXXXXX X. XXXXXX /s/ Xxxx XxXxxxx Name: Xxxxxxx X. Xxxxxx Xxxx XxXxxxx Title: Chief Executive OfficerSecretary TBS HOLDINGS LIMITED XXXXXXXXX HOLDINGS LTD. TRANSWORLD CARGO CARRIERS, S.A. MERCURY MARINE LTD. (F/K/A TBS LOGISTICS LTD.) TBS WORLDWIDE SERVICES INC. XXXXXXX SHIPPING CORP. FAIRFAX SHIPPING CORP. LEAF SHIPPING CORP. PACIFIC RIM SHIPPING CORP. TBS AFRICAN VENTURES LIMITED TBS DO SUL LTD. TBS EUROLINES, LTD. TBS LATIN AMERICA LINER, LTD. TBS MIDDLE EAST CARRIERS, LTD. TBS NORTH AMERICA LINER LTD. TBS OCEAN CARRIERS, LTD. TBS PACIFIC LINER, LTD. TBS WAREHOUSE & DISTRIBUTION GROUP LTD. TBS WAREHOUSE & EQUIPMENT HOLDINGS LTD. TBSI NEW SHIP DEVELOPMENT CORP. TBS MINING LIMITED By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Attorney-in-Fact Signature Page to Guarantors’ Acknowledgment to Forbearance Agreement and Waiver SCHEDULE 1 TO FORBEARANCE AGREEMENT EXISTING FINANCING AGREEMENTS Amended and Restated Loan Agreement, dated May 6, 2010, between Argyle Maritime Corp., Xxxxx Maritime Corp., Dorchester Maritime Corp., Longwoods Maritime Corp., XxXxxxx Maritime Corp., and Sunswyck Maritime Corp., as Borrowers, and The Royal Bank of Scotland plc, as Lender (as amended prior to the date hereof). Loan Agreement, dated January 16, 2008, between Bedford Maritime Corp., Brighton Maritime Corp., Hari Maritime Corp., Prospect Navigation Corp., Xxxxxxx Navigation Corp., Columbus Maritime Corp., and Whitehall Marine Transport Corp., as Borrower. and DVB Group Merchant Bank (ASIA) Ltd., as Lender (as amended prior to the date hereof). Loan Agreement dated December 7, 2007, between Claremont Shipping Corp. and Yorkshire Shipping Corp., as Borrower, and Credit Suisse as Lender (as amended prior to the date hereof). Loan Agreement dated February 29, 2008, between Amoros Maritime Corp., Lancaster Maritime Corp., and Chatham Maritime Corp., as Borrower, and AIG Commercial Equipment Finance, Inc., as Lender (as amended prior to the date hereof). Loan Agreement dated June 19, 2008, between Grainger Maritime Corp., as Borrower, and Xxx Xxxxxxxxx, Xxxxxxx & Co. KG as Lender (as amended prior to the date hereof). Bank of America Master Agreement (as amended prior to the date hereof).