Common use of Purchase Price and Deposit Clause in Contracts

Purchase Price and Deposit. 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price for all the Vessels is USD 980,000,000 342,000,000 (United States Dollars Nine Three Hundred and Eighty Forty Two Million) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 34,200,000 (United States Dollars Ninety Eight MillionThirty Four Million Two Hundred Thousand) no later than 2 (two) Banking Days after the Effective Date (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and 2 (iitwo) following confirmation of receipt of USD 88,000,000 by Banking Days after the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Effective Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an the Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form attached hereto as may reasonably be required by the Escrow Bank and the Parties Appendix 4 and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 (a) The total aggregate purchase price for all the Vessels is USD 980,000,000 Purchased Assets shall be One Hundred Thousand Dollars (United States Dollars Nine Hundred and Eighty Million$100,000.00) (the “Base Amount”) payable in the form of credit bid rights under Section 363(k) of the Bankruptcy Code consisting of the surrender and release by Buyer of a portion of the Liabilities arising under, or otherwise relating to the Debtor-in-Possession Credit and Security Agreement dated as of February 26, 2020 by and between Seller and Buyer (the “DIP Credit Agreement”) in an aggregate amount equal to $100,000 (the “Credit Bid and Release”); plus the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). At the Closing, Buyer shall (i) pay the Base Amount minus, if applicable, the Deposit (as defined hereinafter) as provided in Section 3.2, and (ii) if applicable, direct the Escrow Holder to disburse the Deposit to Seller. 4.2 The allocated purchase price for each (b) If Buyer is declared the Successful Bidder at the Auction and solely to the extent that a portion of Buyer’s successful bid consists of cash, Buyer shall within one (1) Business Day of the Vessels is set out in Appendix 2 close of the Auction, deposit into an account (each, the “Escrow”) maintained by an escrow holder identified and established by Seller (the “Allocated Purchase PriceEscrow Holder”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of , in immediately available funds by wire transfer in an amount equal to ten percent (10% (ten per cent%) of the cash portion of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) Price (the “Deposit”). Upon receipt of the Deposit, the Escrow Holder shall immediately place the Deposit into a non-interest-bearing escrow account. The Deposit shall be paid to become nonrefundable upon the Escrow Bank as follows: earlier of (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) the entry of a final and non-appealable Order of the Bankruptcy Court approving Buyer as the Successful Bidder at the Sale Hearing and satisfaction of all conditions set forth in Section 7.1 and Section 7.2, and the absence of any restriction, limitation, or prohibition on Buyer’s right to acquire the Escrow Bank no later than 17 January 2014Purchased Assets in the manner, 1700 hours London time and under the terms and conditions, set forth in this Agreement except where any such restriction, limitation, or prohibition is caused by an act or omission of Buyer, and (ii) following confirmation Seller’s termination of this Agreement pursuant to Section 8.1(c)(1) by reason of a Buyer’s Default of this Agreement and Buyer’s failure to cure such Default within five (5) days of Buyer’s receipt of USD 88,000,000 written notice of such breach from by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 Seller (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the a “Deposit DateBuyer Default Termination”). This Deposit shall be placed as Escrow Funds with At the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the SellersClosing, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally delivered to Seller and credited toward payment of the Purchase Price. In the event the Deposit becomes non-refundable by reason of a Buyer Default Termination and Seller is not then in Default of this Agreement, Escrow Holder shall immediately disburse the Deposit to Seller to be retained by Seller for Seller’s own account as part of damages resulting to Seller from such Buyer Default Termination. If this Agreement is terminated by reason of (i) Seller’s Default of this Agreement, (ii) the failure of a condition to Buyer’s obligations, (iii) the occurrence of the events described in Section 8.1(a) or Section 8.1(d), or (iv) the approval by the Sellers Bankruptcy Court of an Alternative Transaction and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid Buyer is not then in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms Default of this Agreement and has not been designated as the relevant MOA. The Buyers Back-Up Bidder, the Escrow Holder shall then take delivery of retain the Vessel promptly but not later than 3 Deposit until five (three5) Banking Business Days after the date that earlier of (x) a determination by the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid Bankruptcy Court as to the Sellers for Seller’s Default of this Agreement, (y) the relevant Vesselfailure of a condition precedent referenced in subsection (ii) of this sentence, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.and

Purchase Price and Deposit. 4.1 The total purchase price “Purchase Price” for all the Vessels is USD 980,000,000 (United States Dollars Nine Property shall be an amount equal to Nineteen Million Seven Hundred and Eighty Million) Fifty Thousand and No/100 Dollars ($19,750,000.00). The Purchase Price shall be paid as follows: a. Upon execution of this Contract (the “Purchase PriceInitial Deposit Date”). 4.2 The allocated purchase price for each of , Purchaser will deposit in escrow with Fidelity National Title Insurance Company (alternately referred to hereinafter as the Vessels is set out in Appendix 2 (each, an “Allocated Purchase PriceEscrow Agent” or the “Title Company”). 4.3 As security for , the correct fulfilment sum of this Agreement Euronav shall pay on its own behalf Two Hundred Fifty Thousand and on behalf No/100 Dollars ($250,000.00) in the form of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) cash or other current funds (the “Initial Deposit”). The term Deposit, as used in this Contract, shall include any interest that may accrue thereon. The Initial Deposit shall be refundable to Purchaser until the expiration of the Due Diligence Period as set forth in Section 4 herein. The Deposit shall be held by Escrow Agent in a federally-insured, interest bearing escrow account with all interest thereon to be accumulated and reinvested. All interest earned on any the Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) party entitled to receive the Deposit pursuant to the terms of this Contract. Escrow Bank no later than 17 January 2014, 1700 hours London time Agent’s obligations and (ii) following confirmation of receipt of USD 88,000,000 liabilities with respect to the Deposit shall be governed by the terms and conditions set forth below in this Section 3. b. Within three (3) business days after the expiration of the “Due Diligence Period” (as defined in Section 4), Purchaser shall increase the Deposit then held by Escrow Bank Agent pursuant to the Sellers, the Sellers shall transfer USD 10,000,000 this Contract by an amount equal to Two Hundred and Fifty Thousand and No/100 Dollars (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement$250,000.00) (the “Deposit DateAdditional Deposit”), for a total Deposit of Five Hundred Thousand No/100 Dollars ($500,000.00) by delivering to Escrow Agent the Additional Deposit in the form of cash or other current funds. This The Additional Deposit shall be placed included within the meaning of the term “Deposit” as Escrow Funds with used herein and shall be governed by the Escrow Bank and held by it in an account terms of this Contract applicable to the Deposit. The Deposit shall be nonrefundable to Purchaser after the expiration of the Due Diligence Period, except as may be set forth herein. c. At Closing, Purchaser shall pay the Purchase Price to Seller in the name form of cash or other current funds, subject to the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price closing adjustments provided for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow AgreementContract. Simultaneously with signing the protocol of delivery The Deposit and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Depositall interest thereon, if any, shall be credited against and applied as a portion of the Purchase Price due and payable at Closing by Purchaser. d. Escrow Agent shall not be liable to either of Purchaser or Seller in connection with the performance of any duty imposed upon Escrow Agent hereunder for any action taken by Escrow Agent in good faith in conformity with the provisions of this Contract in holding or dealing with the Deposit, except for Escrow Agent’s negligence or willful misconduct. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be executed and presented by the proper person. Escrow Agent shall have no duties or responsibilities other than as expressly set forth herein. Escrow Agent shall not be bound by a modification of this Section 3, , if Escrow Agent’s duties hereunder are affected, unless such modification is in writing and signed by Purchaser, Seller and Escrow Agent. e. In the event that: (i) Escrow Agent shall be uncertain as to Escrow Agent’s rights or duties hereunder, (ii) Escrow Agent shall receive instructions from Purchaser or Seller which, in Escrow Agent’s reasonable opinion, are in conflict with any of the provisions hereof, or (iii) Escrow Agent shall receive conflicting demands from Purchaser and Seller with respect to the Buyers upon delivery of each Vessel by reference Deposit or directing Escrow Agent to take any action with respect to the Allocated Deposit. Any fee charged for holding , Escrow Agent may take affirmative steps in order to terminate Escrow Agent’s duties hereunder by depositing the Deposit with the clerk of court for the jurisdiction in which the Land is located in an action for interpleader, naming the conflicting claimants as parties in such action. Escrow Agent’s reasonable costs and expenses in connection with filing such an interpleader action, not to exceed a total of $1,000, shall be borne divided equally by the Sellers between Purchaser and the BuyersSeller. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 3.1 The total purchase price for all the Vessels is USD 980,000,000 Property shall be Six Hundred Thousand and No/100 Dollars (United States Dollars Nine Hundred and Eighty Million$600,000.00) (the “Purchase Price”). 4.2 . The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal less the Deposit (defined below) and subject to USD 98,000,000 any adjustments described in this Agreement, shall be payable in full in immediately available funds at the Closing. 3.2 Within two (United States 2) business days after the Effective Date, Purchaser shall deliver to the Title Company a deposit in the amount of Two Hundred Fifty Thousand and No/100 Dollars Ninety Eight Million($250,000.00) (the “Deposit”)) in immediately available funds. Purchaser may, at its option, direct the Title Company to invest the Deposit in an interest bearing account designated by Purchaser. The Deposit shall be paid applied for Purchaser’s benefit against the Purchase Price of the Property at Closing. All interest which has accrued on the Deposit deposited with the Title Company shall, under all circumstances, belong to Purchaser (unless the Deposit is forfeited by Purchaser pursuant to the Escrow Bank as follows: (i) Euronav terms of this Agreement, in which case the interest on the Deposit will go to Seller along with the forfeited Deposit). If Purchaser shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) validly and timely exercise any right under this Agreement to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellersterminate this Agreement, the Sellers shall transfer USD 10,000,000 Deposit (United States Dollars Ten Million) to less the Escrow Bank (being the amount that the Sellers have received in accordance Independent Consideration as defined hereinafter), together with the Letter Agreement) (the “Deposit Date”). This Deposit any and all interest accrued thereon, shall be placed immediately paid over and refunded to Purchaser whereupon this Agreement shall be of no further force and effect, and, except as Escrow Funds with specifically set forth in this Agreement, the Escrow Bank and parties hereto shall have no further rights, duties or obligations hereunder. The Title Company shall make disbursements of the Deposit held by it in an account accordance with this Agreement and in reliance upon written directions of Purchaser and Seller; notwithstanding the name foregoing; the Title Company shall immediately refund the Deposit (less the Independent Consideration) to Purchaser upon demand by Purchaser if Purchaser terminates this Agreement at any time prior to expiration of the Sellers in accordance with an Escrow Agreement between Due Diligence Period (Section 5.1), without any approval from Seller. Notwithstanding anything to the Sellerscontrary herein, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part a portion of the Deposit in the amount of One Hundred Dollars and No/100 (being 10% $100.00) is non-refundable to Purchaser (ten per cent) and deemed immediately earned by Seller), when paid to the Title Company, which the parties acknowledge is good and sufficient consideration for this Agreement (the “Independent Consideration”). Following the expiration of the Allocated Purchase Price for that VesselDue Diligence Period, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyersnonrefundable except as otherwise described herein. 4.4 3.3 The remaining part of parties acknowledge that the Allocated Purchase Price Title Company is executing this Agreement solely to acknowledge its agreement to hold (i.e. 90% (ninety per cent)as Purchaser deposits the same) for a Vessel plus any other amount due under and disburse the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to Deposit, as the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery escrow agent in accordance with the terms and provisions of this Agreement. In performing its duties as escrow agent holding the Deposit as provided in this Agreement, the Title Company shall not incur any liability to anyone for any damages, losses or expenses, except for its gross negligence, willful default, or breach of trust, and it shall accordingly not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its counsel, or (b) any action taken or omitted in reliance upon any instrument, including written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. If a dispute arises with respect to the distribution of any part of the relevant MOADeposit held by the Title Company, the Sellers shall give Title Company may apply to a court of competent jurisdiction for an order determining the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery party or parties to whom such portion of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vesselpaid, and the Buyers thereupon be discharged from all further duties and Sellers liabilities under this Agreement. Any such legal action may be brought in such court as Title Company shall jointly instruct the Escrow Bank determine to release this amount by sending the Escrow Payment Letter simultaneously have jurisdiction thereof and all costs of such proceedings together with the release of the payment of the remainder of the Allocated Purchase Price all reasonable attorneys’ fees and costs incurred by the Buyers. 4.6 The Allocated Purchase Price of each Vessel Title Company and any other amounts due from the Buyers to the Sellers under this Agreement successful party or each MOA parties in connection therewith shall be paid by the Buyers unsuccessful party or parties to such proceeding. 3.4 Purchaser represents and warrants that Seller has received from Purchaser a final and executed copy of a binding written commitment from a third party (the Sellers “Committed Funds Letter”) to provide to Purchaser, at the Closing, funds in full without an amount sufficient for Purchaser to pay the aggregate amount of (x) the Purchase Price, plus the purchase price of the Purchased Assets set forth in Section 2.1 of the Asset Purchase Agreement, minus (y) the Deposit, plus (z) any set-off, counterclaim, deduction or withholding unless such right other expenses Purchaser is required to pay in connection with the Closing of set-off, counterclaim, deduction or withholding is specified the transactions contemplated in this Agreement and the Asset Purchase Agreement and to enable Purchaser to timely perform all of its obligations under this Agreement and the Asset Purchase Agreement. Purchaser represents and warrants that the Committed Funds Letter (i) is in full force and effect and is a legal, valid and binding obligation of Purchaser and the other party thereto, (ii) has not been amended, modified, withdrawn or rescinded in any respect, and (iii) is enforceable against Purchaser and the MOAother party thereto in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other applicable Laws. Purchaser acknowledges that its obligations under this Agreement and the Asset Purchase Agreement, including its obligation to pay the Purchase Price and the purchase price for the Purchased Assets pursuant to the Asset Purchase Agreement upon Closing are not conditioned upon or subject to the availability of funds to Purchaser.

Purchase Price and Deposit. 4.1 (a) The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “"Purchase Price”") is Two Million Eight Hundred Thousand and 00/100 Dollars ($2,800,000)., which is allocated as $2,600,000 for the real property and $200,000.00 for the personal property, and subject to the specified adjustments and prorations hereinafter provided. The Purchase Price shall be paid as follows: 4.2 (i) First Deposit to be held Due upon the Effective $ 50,000 in Escrow by Xxxxxxx Date Xxxxx & Xxxxxx, P.A. (Escrow Agent) (ii) Second Deposit to be Due on or before $ 50,000 held in Escrow by Termination Date (as Escrow Agent defined in Section 15.(a)) (iii) Cash to Close (adjusted Closing $2,700,000 for closing prorations) TOTAL PURCHASE PRICE $2,800,000 (b) The allocated purchase price for each timely delivery to Escrow Agent of the Vessels First Deposit and, to the extent applicable, the Second Deposit (collectively, the "Deposit") is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for a condition precedent to the correct fulfilment performance of this Agreement Euronav shall pay on its own behalf and on behalf Seller's obligations hereunder. The balance of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal cash to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit close shall be paid to the Escrow Bank Seller by Federal wire transfer to such bank account as follows: shall be directed by Seller or by such other manner of payment as shall be directed by Seller. (ic) Euronav shall transfer USD 88,000,000 PURCHASER'S OBLIGATIONS HEREUNDER ARE CONTINGENT UPON PURCHASER OBTAINING A COMMITMENT FOR MORTGAGE FINANCING ON BEFORE THE TERMINATION DATE (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”AS HEREINAFTER DEFINED). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the SellersNOTWITHSTANDING THE FOREGOING, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the BuyersSELLER HAS PROVIDED NO ASSURANCES TO PURCHASER THAT SELLER OR ANY AFFILIATE THEREOF WILL PROVIDE ANY FINANCING TO PURCHASER AND PURCHASER'S OBLIGATIONS HEREUNDER ARE NOT CONTINGENT UPON SELLER OR ANY AFFILIATE THEREOF PROVIDING ANY FINANCING TO PURCHASER. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price for all (a) In consideration of the Vessels is USD 980,000,000 transfer to Buyer of the Assets, and in accordance with this Agreement, Buyer shall pay to Seller EIGHTY SIX MILLION SIX HUNDRED SEVENTY THOUSAND AND 00/100 DOLLARS (United States Dollars Nine Hundred and Eighty Million$86,670,000.00) (the “Purchase Price”), as adjusted pursuant to the terms of this Agreement, including without limitation Section 1.3, Section 1.4 and Section 1.5 hereof. 4.2 The allocated purchase price for each (b) Concurrently with the execution of this Agreement, Buyer shall make a deposit with AmSouth Bank. (“Escrow Agent”) in the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), to be held by Escrow Agent as the “Deposit” pursuant to the terms of the Vessels Escrow Agreement and this Agreement. The Deposit shall be considered exxxxxx money (as that term is defined in La. Civ. Code art. 2624), but as more specifically set out in Appendix 2 (each, an “Allocated Purchase Price”)forth hereinbelow. All fees payable to the Escrow Agent under the Escrow Agreement shall be borne and paid one-half by Buyer and one-half by Seller. 4.3 As security for (c) If the correct fulfilment of transactions contemplated by this Agreement Euronav are consummated, then the Deposit and any interest earned thereon shall pay on its own behalf be distributed to Seller and on behalf shall be considered as payment of the Acceding Buyers a deposit of 10% (ten per cent) portion of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (and the “Deposit”). The Deposit Purchase Price payable by Buyer at Closing shall be paid to reduced by the Escrow Bank as follows: amount of the Deposit and any interest earned thereon. (d) If (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) all conditions precedent to the Escrow Bank no later than 17 January 2014, 1700 hours London time obligations of Buyer set forth in Article VI have been met and Seller is not in material breach of any provisions of this Agreement; and (ii) following confirmation the transactions contemplated by this Agreement are not consummated solely because the conditions to Seller’s obligation to close set forth in Section 7.1 and Section 7.2 of receipt this Agreement are not satisfied as of USD 88,000,000 by the Escrow Bank Closing Date; then Seller shall have the option to terminate this Agreement pursuant to Section 10.1(c) and be paid the Sellers, Deposit and any interest earned thereon as liquidated damages as its sole and exclusive remedy; and such payment to Seller shall constitute full and complete satisfaction of any and all damages Seller may have as a result of the Sellers transactions not being consummated in accordance with this Agreement. Seller and Buyer shall transfer USD 10,000,000 (United States Dollars Ten Million) execute and deliver joint written instructions to the Escrow Bank Agent to accomplish the foregoing. (e) If (i) all conditions precedent to the obligations of Seller set forth in Article VII have been met and Buyer is not in material breach of any provisions of this Agreement; and (ii) the transactions contemplated by this Agreement are not consummated solely because the conditions to Buyer’s obligation to close set forth in Section 6.2 and Section 6.3 of this Agreement are not satisfied as of the Closing Date or Seller has willfully and materially breached its covenants and agreements hereunder; then Buyer shall be entitled to terminate this Agreement pursuant to Section 10.1(b) and as its sole remedy have the Deposit, any interest earned thereon returned to Buyer, plus have Seller pay (and Seller shall be obligated to pay) to Buyer an additional amount equal to the Deposit; and such remedy shall constitute full and complete satisfaction of any and all damages Buyer may have as a result of the transactions not being the amount that the Sellers have received consummated in accordance with the Letter this Agreement. (f) (the “Deposit Date”If this Agreement is terminated under any circumstance other than as described in Section 1.2(d) or Section 1.2(e). This Deposit , then Buyer shall be placed as Escrow Funds with entitled to the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part delivery of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vesseland any interest earned thereon, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges any claims by way of conditional payments using SWIFT messages MT202 Seller with respect thereto. In such event, Seller and MT199 Buyer shall execute and deliver joint written instructions to the Escrow Bank on delivery of Agent to accomplish the relevant Vessel or, subject to foregoing. Buyer and Seller shall thereupon have the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to deliveryrights and obligations set forth in Section 10.2. 4.5 When (g) At Closing, Buyer shall deliver to Escrow Agent in cash in immediately available funds by wire transfer (a) the Vessel is Purchase Price, adjusted as set forth in every respect physically ready Section 1.3 and Section 1.4, less the Deposit (and any interest earned thereon) and less the Warranties Escrow and the Title/Environmental Escrow, to be disbursed at Closing to Seller, (b) the Warranties Escrow for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of Escrow Agent to hold pursuant to this Agreement and the relevant MOA. The Buyers shall then take delivery of Post-Closing Escrow Agreement; and (c) the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from Title/Environmental Escrow for the Escrow Funds in accordance with Clause 4.3 and paid Agent to the Sellers for the relevant Vessel, hold pursuant to this Agreement and the Buyers and Sellers shall jointly instruct the Title/Environmental Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the BuyersAgreement. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price to be paid by Purchaser to Seller for all the Vessels Property (the "Purchase Price") is USD 980,000,000 Two Hundred Eighteen Million and No/100 Dollars (United States $218,000,000.00), subject to apportionment as provided in Section 7, payable as follows: (a) On or before April 17, 2013, Purchaser shall deliver to the Company (as hereinafter defined), as escrow agent ("Escrow Agent") a wire transfer in immediately available federal funds in the amount of Twenty-Five Million Dollars Nine ($25,000,000) to the escrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit 1 (such deposit which is made pursuant to this Section 4(a), the "Deposit"). Concurrently with Purchaser's execution this Agreement, Purchaser shall deliver to Seller, by bank wire transfer of immediately available funds to Escrow Agent, the sum of One Hundred and Eighty MillionNo/100 Dollars ($100.00) (the “Purchase Price”). 4.2 The allocated purchase price "Independent Contract Consideration") which amount has been bargained for each of and agreed to as consideration for Purchaser's right to inspect the Vessels is set out in Appendix 2 (eachPremises and perform other due diligence as provided herein, an “Allocated Purchase Price”). 4.3 As security and for the correct fulfilment Seller's execution and delivery of this Agreement Euronav shall pay on its own behalf Agreement. The Independent Contract Consideration is in addition to and on behalf independent of the Acceding Buyers a deposit of 10% (ten per cent) of all other consideration provided in this Agreement, is nonrefundable in all events, is fully earned by Seller, is applicable to the Purchase Price, equal and Escrow Agent shall immediately disburse the same to USD 98,000,000 Seller. (United States Dollars Ninety Eight Millioni) Upon receipt by Escrow Agent of the Deposit, Escrow Agent shall cause the same to be deposited into an interest bearing account selected by Escrow Agent with Purchaser's approval. Seller and Purchaser shall execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and close the transactions contemplated hereby, provided such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. Such supplementary instructions, together with the escrow instructions set forth in this Agreement, as they may be amended from time to time by the parties, shall collectively be referred to as the "Escrow Instructions." The Escrow Instructions may be amended and supplemented by such standard terms and provisions as the Escrow Agent may request the parties hereto to execute; provided, however, that the parties hereto and Escrow Agent acknowledge and agree that in the event of a conflict between any provision of such standard terms and provisions supplied by the Escrow Agent and the Escrow Instructions, the Escrow Instructions shall prevail. (i) The interest earned on the “Deposit”). The Deposit shall be paid to the Escrow Bank party entitled to receive the Deposit as follows: provided in this Agreement. The party receiving such interest shall pay any income taxes thereon; provided, however, that if Seller receives the interest on the Deposit as a credit against the Purchase Price to Purchaser, then Purchaser shall pay any income taxes on such interest received by Seller. Purchaser's taxpayer identification number is 00-0000000. The provisions of this Section 4(b) shall survive the Closing or termination of this Agreement. (ic) Euronav At the Closing, the Deposit (together with all interest accrued thereon) shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) be applied to the Escrow Bank no later than 17 January 2014, 1700 hours London time Purchase Price and Purchaser shall deliver the balance of the Purchase Price (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellersi.e., the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to Purchase Price less the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part sum of the Deposit and all interest accrued thereon) to Seller, as adjusted pursuant to Section 7. (being 10% d) In the event Purchaser is able to cause Seller's lender at the Premises, Metropolitan Life Insurance Company (ten per cent) "MetLife"), to irrevocably forgo all or a portion of the Allocated prepayment penalty which Seller would otherwise be obligated to pay to MetLife at the Closing (such amount which Seller is not obligated to pay to be known as the "Forgiven Penalty Amount"), then Purchaser shall receive a credit against the Purchase Price at Closing for that Vesselthe amount of the Forgiven Penalty Amount . (e) All monies payable by Purchaser under this Agreement, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as unless otherwise provided specified in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers Purchaser causing such monies to be wire transferred in immediately available federal funds for credit to the Sellers Escrow Agent at such bank account or accounts, and divided into such amounts as may be required to consummate the transactions contemplated by this Agreement. As used in full without any set-offthis Agreement, counterclaimthe term "business day" shall mean every day other than Saturdays, deduction Sundays, all days observed by the federal, California or withholding unless such right of set-off, counterclaim, deduction New York State government as legal holidays and all days on which commercial banks in California or withholding is specified New York State are required by law to be closed. Any reference in this Agreement to a "day" or the MOAa number of "days" (other than references to a "business day" or "business days") shall mean a calendar day or calendar days.

Purchase Price and Deposit. 4.1 The total purchase price Purchase Price to be paid by Optionee for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “Purchase Price”). 4.2 The allocated purchase price for each Premises shall be determined in accordance with Section 4 of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Agreement. The Purchase Price, equal subject to USD 98,000,000 adjustment as provided herein, shall be payable as follows: (United States Dollars Ninety Eight Millioni) (the “Deposit”). The Deposit shall be paid to deposited with the Escrow Bank as follows: Agent in accordance with Section 3 of the Agreement and the further terms of this Section 3 of this Exhibit C. (ia) Euronav The Deposit shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 be held in an interest bearing account in a bank selected by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 Agent (United States Dollars Ten Million) to it being agreed that the Escrow Bank (being Agent shall not be liable for the amount that of interest which accrues thereon or for the Sellers have received solvency of such bank), and shall be applied in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name Section 3 of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest Exhibit C. Any interest accruing on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 distributed to the Escrow Bank on delivery of party that receives the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery Deposit in accordance with the terms of this Agreement and Exhibit C; provided, that if Optionor receives the relevant MOADeposit, any interest accrued thereon shall be credited against the Purchase Price. The Buyers party receiving such interest shall then pay any income taxes thereon. (b) If the Purchase Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Deposit (including any interest that shall have accrued thereon), the Escrow Agent shall promptly give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment or delivery, which objection shall state the reasons the party objects to the proposed payment or delivery (and a copy of which shall be sent to the other party), within ten (10) Business Days after the giving of such notice, the Escrow Agent is hereby irrevocably authorized and directed to make such payment or delivery. If the Escrow Agent does receive such written objection within such ten (10) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment or delivery, the Escrow Agent shall continue to hold the Deposit (together with all interest that shall have accrued thereon), until directed by joint written instructions from Optionor and Optionee or as directed pursuant to a final judgment of a court of competent jurisdiction. (c) The Escrow Agent shall act as escrow agent without charge as an accommodation to the parties, it being understood and agreed that the Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith or pursuant to a court order, or for any mistake of fact or law, unless caused or created as the result of the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document reasonably believed by the Escrow Agent to be genuine, and it shall be released and exculpated from all liability by Optionor and Optionee, except in the case of gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent may assume that any person purporting to give it notice on behalf of any party in accordance with the provisions of Section 9 of the Agreement. The sole responsibility of the Escrow Agent hereunder shall be to hold and disburse the Deposit, together with all interest that shall have accrued thereon, in accordance with the provisions of this Section 3. (d) The Escrow Agent shall not be liable for and Optionor and Optionee shall indemnify, jointly and severally, the Escrow Agent for, and to hold the Escrow Agent harmless against any loss, liability or expense, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of any dispute hereunder, including the cost and expense of defending itself against any claim arising hereunder, unless the same is caused by the gross negligence or willful misconduct of the Escrow Agent. (e) The Escrow Agent may, on notice to Optionor and Optionee, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, without limitation, the delivery of the Vessel promptly but not later than 3 (three) Banking Days after Deposit, together with all interest that shall have accrued thereon, to a new escrow agent designated by Optionor and Optionee or in the date that event any such termination upon or during any dispute between Optionor and Optionee, to a court of competent jurisdiction and the Notice commencement of Readiness has been givenan action for interpleader. The Allocated Deposit costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by the Escrow Agent in commencing such an action and in making such delivery shall be borne by whichever of the parties is the non-prevailing party. Upon the taking by the Escrow Agent of such action, the Escrow Agent shall be released from the Escrow Funds all duties and responsibilities hereunder. (f) Any notices to Optionor or Optionee shall be delivered in accordance with Clause 4.3 and paid the provisions of Section 9 of the Agreement. Any notices to the Sellers for the relevant Vessel, and the Buyers and Sellers Escrow Agent shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously be delivered in accordance with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers Section 9 to the Sellers under this Agreement or each MOA following address(es): (ii) On the Purchase Closing Date, (a) the Deposit (together with any interest accrued thereon) shall be paid by the Buyers Escrow Agent to Optionor by wire transfer of immediately available federal funds to an account or accounts designated by Optionor to the Sellers Escrow Agent within one (1) Business Day prior to the scheduled Purchase Closing Date, and (b) Optionee shall pay by wire transfer of immediately available federal funds to an account or accounts designated by Optionor to Optionee within one (1) Business Day prior to the scheduled Purchase Closing Date, the Purchase Price, as adjusted in full without any set-offaccordance with Section 7 of this Exhibit C, counterclaimless the Deposit (such amount, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA“Balance”).

Purchase Price and Deposit. 4.1 (a) The total purchase price for all the Vessels is USD 980,000,000 Real Property and the Personal Property shall be Eighty Two Million and no/100 Dollars (United States Dollars Nine Hundred and Eighty Million$82,000,000.00) (the “"Purchase Price”"). 4.2 The . Seller and Purchaser have agreed upon the allocation of the Purchase Price as to each Property as set forth in Schedule 1 attached hereto and incorporated herein, and no later than fifteen (15) days prior to the end of the Study Period, the Seller shall deliver to Purchaser an allocation of the Purchase Price as to Personal Property and FFE (not to exceed with respect to the FFE for each Property 10% of the allocated purchase price for each of such Property) based on Seller's tax basis, and the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) portion of the Purchase PricePrice to be paid by each Purchaser for the Personal Property and FFE shall be fixed by such determination. In no event shall the assets acquired by Genesis exceed an allocation of Fifteen Million Dollars ($15,000,000). If the Seller shall deliver said allocation later than five (5) days prior to the expiration of the Study Period, equal then the Study Period shall be extended one (1) day for each day of delay in such delivery. Subject to USD 98,000,000 adjustments provided for herein, the Purchase Price will be paid by Purchaser in cash or wire transfer of immediately available federal funds at Closing, less the outstanding principal balance and any accrued interest as of the Closing Date of any MHFA Debt (United States as hereinafter defined) assumed by ElderTrust. (b) At the expiration of the Study Period (as hereinafter defined), if the Purchaser has not terminated this Agreement pursuant to the terms of Paragraph 6 hereof, ElderTrust shall deposit with Commonwealth Land Title Insurance Company ("Escrow Agent") a deposit in the amount of One Million and no/100 Dollars Ninety Eight Million($1,000,000.00) (with all interest accrued thereon from time to time, the “"Deposit”"). The Deposit will be refundable to ElderTrust hereunder only as set forth herein. (c) At Closing, the Deposit shall be paid applied to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to Purchase Price. Should the Closing not occur, the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by Agent shall distribute the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received Deposit in accordance with the Letter applicable provisions of this Agreement. (d) (To enable Seller to make the “Deposit Date”). This Deposit shall be placed as Escrow Funds conveyances herein provided, Seller may, at the time of delivery of the Deeds, use any portion of the Purchase Price to clear title of any or all encumbrances or interests, provided that all instruments so procured are recorded and filed simultaneously with the Escrow Bank and held by it in an account delivery of the Deeds, or in the name case of the Sellers institutional mortgages, provided that arrangements in accordance with an Escrow Agreement between customary conveyancing practices in the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part Commonwealth of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price Massachusetts are made for that Vessel, each an “Allocated Deposit”) is a discharge to be released upon promptly procured, recorded or filed after the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel orDeeds, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to deliveryas applicable. 4.5 When (e) If any Deed refers to a plan necessary to be recorded therewith, the Vessel is in every respect physically ready for delivery in accordance applicable Seller shall deliver such plan with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness Deed in form adequate for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyersrecording or registration. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “"Purchase Price”)") to be paid for the Property shall be Twelve Million Dollars ($12,000,000) less the principal amount owed under the CIBC Note (below defined) at Settlement. 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a A. A deposit of 10% Two Hundred Fifty Thousand Dollars (ten per cent$250,000) in the form of immediately available funds shall be paid by Purchaser unto the Purchase PriceEscrow Agent (as identified in paragraph 3 hereof), equal within three (3) business day following the execution and delivery hereof by Seller (such sum together with all interest earned thereon being hereinafter referred to USD 98,000,000 (United States Dollars Ninety Eight Million) (as the “"Deposit”"). The Deposit shall be applied on account of that portion of the Purchase Price being paid to at Settlement in immediate funds as described below. B. At Settlement, Purchaser shall assume the Escrow Bank principal balance as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to of the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) Effective Date (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with "CIBC Principal Balance") on that certain indebtedness (the Escrow Bank "CIBC Indebtedness") due and held by it in an account in owing to CIBC INC., (or its successors or assigns) under that one (1) certain promissory Note (the name of "CIBC Note") and pay the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vesselin immediately available funds, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding which the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA part. Seller shall be paid in full free entitled to condition its obligations to close hereunder upon the provision by Purchaser at Settlement of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of Lee M. Elman as a guarantor under the payment CIBC Indebtedness with respect xx xxx xxxxcipal and interest under the CIBC Note and to the extent arising after Settlement and to the extent first accruing after the Settlement, all other matters pertaining to the CIBC Indebtedness (the "CIBC Release"). The CIBC Indebtedness is secured by the existing first lien deed of trust encumbering the Property (the "CIBC Trust"). True and complete copies of the remainder CIBC Note and the CIBC Trust, (collectively together with any other documents evidencing or securing repayment of the Allocated Purchase Price indebtedness under the CIBC Note being the "CIBC Loan Documents") have been provided for review by Purchaser prior to execution of this Contract. Seller shall continue to make the Buyersscheduled monthly payments of principal and interest under the CIBC Note through the Settlement. As of August 1, 2003, the outstanding principal balance of the CIBC Indebtedness will be approximately $8,575,000 in the aggregate. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 (a) The total purchase price for all of the Vessels Property is USD 980,000,000 TWENTY-NINE MILLION TWO HUNDRED FIFTY THOUSAND and NO/100 U.S. Dollars (United States Dollars Nine Hundred and Eighty Million$29,250,000.00) (the “"Purchase Price”") and shall be paid by Buyer to Seller through the Title Company (as hereinafter defined) by wire transfer in immediately available funds at the consummation of the purchase and sale contemplated hereunder (the "Closing"). 4.2 The allocated purchase price for each of (b) Within two (2) business days following the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment execution of this Agreement Euronav shall pay on its own behalf by Buyer and on behalf Seller, Buyer will deposit in escrow with Republic Title of the Acceding Buyers a deposit of 10% Texas, Inc. as agent for First American Title Insurance Company, 2626 Howell Street, 10th Fxxxx, Xxxxxx, Texas 75204, Attention: Nancy Colaluca (ten per centTelephone Xx. (000) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million000-8855) (the “"Titlx Xxxxany"), a cash deposit in the amount of ONE MILLION TWO HUNDRED FIFTY THOUSAND and NO/100 U.S. Dollars ($1,250,000.00) (such deposit, any additions thereto and any interest thereon, shall be referred to herein as the "Deposit”"). If Buyer fails to make the Deposit as required hereunder, then Seller may, at Seller's option, terminate this Agreement upon written notice to Buyer (without opportunity for Buyer to cure). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time held in an interest bearing account and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit all interest accruing thereon shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant deemed a part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released . Except as otherwise provided in this Agreement or Agreement, the Escrow AgreementDeposit shall become non-refundable. Simultaneously with signing If the protocol sale of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the DepositProperty as contemplated hereunder is consummated, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding then the Deposit shall be borne equally by paid to Seller as a credit to the Sellers and cash portion of the Buyers. 4.4 The remaining Purchase Price. Within two (2) business days following the expiration of the Conditions Period (as herein defined), should Buyer elect to proceed with the purchase of the Property, then Buyer shall deposit with the Title Company an additional sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) to be held as part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery Deposit in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the BuyersAgreement. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) Property, subject to closing adjustments hereinafter provided (the “Purchase Price”) shall be ONE HUNDRED TWENTY-TWO MILLION AND NO/100 DOLLARS ($122,000,000.00). 4.2 The allocated purchase price for each . Pursuant to the terms of certain condominium documents the Vessels is set out in Appendix 2 Property has been divided into a residential condominium (each, an the “Allocated Purchase PriceResidential Condominium”). 4.3 As security for ) and a retail condominium (the correct fulfilment of this Agreement Euronav shall pay on its own behalf “Retail Condominium”) and on behalf of the Acceding Buyers a deposit of 10% ONE HUNDRED TEN MILLION DOLLARS (ten per cent$110,000,000.00) of the Purchase PricePrice will be allocated to the Residential Condominium and TWELVE MILLION DOLLARS ($12,000,000.00) of the Purchase Price will be allocated to the Retail Condominium. Notwithstanding the foregoing allocations, equal Purchaser shall have the right prior to USD 98,000,000 Closing, to reallocate the price of the Residential Condominium and the Retail Condominium, provided that the total amount of the Purchase Price shall not change. The Purchase Price shall be payable as follows: A. Not later than three (United States Dollars Ninety Eight Million3) business days after the Effective Date, if not sooner delivered, Purchaser shall deposit in escrow with the law firm of Shulman, Rogers, Gandal, Pordy & Xxxxx, P.A., an agent for Fidelity National Title Insurance Company, having an address of 00000 Xxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (the “Escrow Agent”) the sum of TWO HUDRED THOUSAND DOLLARS ($200,000.00) by federal wire transfer of immediately available funds (such amount, together with the monies to be deposited at the end of the Feasibility Period, and all interest earned on all such amounts, shall be defined herein as the “Deposit”). The Deposit shall be placed by the Escrow Agent at a federally insured commercial bank, and all interest earned on the Deposit shall be accumulated, shall be part of the Deposit, and shall be paid to the Escrow Bank party entitled to receive the Deposit under this Agreement. Upon the later to occur of (a) January 17, 2022, or (b) Purchaser’s receipt of proceeds from its additional public offering, and provided that Purchaser has not elected to terminate this Agreement as follows: provided herein, Purchaser shall increase the Deposit by FIVE HUNDRED THOUSAND DOLLARS (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million$500,000.00) to the Escrow Bank no later than 17 a total sum of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00). The Deposit, even once increased, will remain fully refundable until January 201417, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) 2022 (the “Nonrefundable Deposit Date”). This The Deposit shall be placed as Escrow Funds with the Escrow Bank maintained and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery disbursed strictly in accordance with the terms of this Agreement. B. Escrow Agent shall not be liable to either of Purchaser or Seller in connection with the performance of any duty imposed upon Escrow Agent hereunder for any action taken by Escrow Agent in good faith in conformity with the provisions of this Agreement in holding or dealing with the Deposit, except for Escrow Agent’s negligence or willful misconduct. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be executed and presented by the relevant MOAproper person. Escrow Agent shall have no duties or responsibilities other than as expressly set forth herein. Escrow Agent shall not be bound by a modification of this Section 3 unless such modification is in writing and signed by Purchaser and Seller and, if Escrow Agent’s duties hereunder are affected, by Escrow Agent. C. In the event that Escrow Agent (i) shall be uncertain as to Escrow Agent’s rights or duties hereunder, (ii) shall receive instructions from Purchaser or Seller that, in Escrow Agent’s reasonable opinion, are in conflict with any of the provisions hereof, or (iii) shall receive conflicting demands with respect to disposition of the Deposit, Escrow Agent may take affirmative steps in order to terminate Escrow Agent’s duties hereunder by depositing the Deposit with the clerk of court for the jurisdiction in which the Land is located in an action for interpleader, naming the conflicting claimants as parties in such action. Escrow Agent’s reasonable costs and expenses in connection with filing such an interpleader action shall be divided equally between Purchaser and Seller. D. For purposes of reporting interest earned on the Deposit to the Internal Revenue Service, the Purchaser’s Taxpayer Identification Number shall be delivered under separate cover to the Escrow Agent, if required by the Escrow Agent. The Buyers Escrow Agent shall then take delivery open the escrow account under Purchaser’s Taxpayer Identification Number. E. At Closing, Purchaser shall pay the full Purchase Price, subject to the closing adjustments hereinafter provided, in cash or by federal wire transfer of immediately available funds. The Deposit and all interest thereon shall be refunded to Purchaser upon the completion of the Vessel promptly but not later than 3 (three) Banking Days after Closing, or, at Purchaser’s option, to be exercised by written instructions to the date that Escrow Agent, the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 credited against and paid applied to the Sellers for Purchase Price due and payable by Purchaser to Seller. F. Purchaser and Seller acknowledge and consent that Escrow Agent is Purchaser's attorney and each waive all claims as to an apparent, perceived or actual conflict of interest. Seller and Purchaser each acknowledge and agree that Shulman, Rogers, Gandal, Pordy & Xxxxx, P.A. shall have the relevant Vessel, and the Buyers and Sellers shall jointly instruct the right to represent Purchaser and/or Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously Agent in connection with the release of Agreement, the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel transaction contemplated hereby, disputes and in any other amounts due from the Buyers to the Sellers under this Agreement or each MOA matter. The parties hereby waive and shall be paid by the Buyers to the Sellers in full without not assert that there exists any set-off, counterclaim, deduction or withholding unless conflict of interest arising out of such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOArepresentation.

Purchase Price and Deposit. 4.1 2.2.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security ) for the correct fulfilment of this Agreement Euronav Properties shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, be an amount equal to USD 98,000,000 Two Hundred Sixty-Six Million Five Hundred Thousand Dollars (United States Dollars Ninety Eight Million$266,500,000), payable by Purchaser as follows: 2.2.1.1 On the Effective Date, Purchaser shall deliver to Royal Abstract of New Jersey LLC (in such capacity, “Escrow Agent”) as an xxxxxxx money deposit (the “Deposit”), at Purchaser’s option, either (i) a cash deposit by wire transfer of immediately available funds in the amount of Fifteen Million Dollars ($15,000,000) (such cash deposit, together with all interest accrued thereon, the “Cash Deposit”) or (ii) an unconditional, irrevocable letter of credit in the amount of Fifteen Million Dollars ($15,000,000) naming the Trust as beneficiary (such letter of credit, the “Deposit LOC”). The Deposit shall be paid non-refundable, except as otherwise expressly set forth herein. If Purchaser elects that the Deposit be in the form of a Deposit LOC, then such Deposit LOC shall be issued by Valley National Bank, shall be for a term which expires at least thirty (30) days after the Outside Closing Date, shall otherwise be in a form satisfactory to Sellers and shall be held and disposed of by Escrow Agent as provided in this Section 2.2, Section 2.3 and the Escrow Agreement. Such Deposit LOC shall provide that the Trust will be entitled to draw thereon upon the Trust’s written certification to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) issuer of the Deposit LOC that it is authorized to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received do so in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank provisions of Section 2.3 and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing Notwithstanding anything to the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Depositcontrary contained herein, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for at any time while Escrow Agent is holding the Deposit shall be borne equally by LOC the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price same is scheduled to expire within thirty (i.e. 90% (ninety per cent)30) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 days, then unless Purchaser has delivered to the Escrow Bank on delivery Agent, with a copy to Sellers, an amendment to such Deposit LOC extending the expiration date thereof for at least ninety (90) days, Escrow Agent shall be authorized and is hereby required upon receipt of written demand from the relevant Vessel or, subject Trust to deliver such Deposit LOC to the consent of Trust, and the Buyers’ financing bank, 1 (one) Banking Day prior Trust is hereby authorized to delivery. 4.5 When present such Deposit LOC for payment and to deliver the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers proceeds thereof to Escrow Agent to hold such proceeds as a written Notice of Readiness for delivery in accordance with Cash Deposit pursuant to the terms of this Agreement and the relevant MOAEscrow Agreement. The Buyers shall If Escrow Agent is holding a Deposit LOC and pursuant to the terms of this Agreement Sellers are entitled to receive the Deposit as liquidated damages or otherwise, then take delivery Escrow Agent shall, upon its receipt of a written directive from the Trust and the expiration of the Vessel promptly but not later than 3 (three) Banking Days after time period set forth in the date that Escrow Agreement, deliver such Deposit LOC to the Notice of Readiness has been given. The Allocated Deposit Trust who shall be released permitted upon such delivery to present such Deposit LOC for payment. If Escrow Agent is holding a Deposit LOC and the Closing occurs, or if the Closing does not occur and Purchaser is entitled to a return of the Deposit pursuant to this Agreement, then Escrow Agent shall, upon its receipt of a written directive from Purchaser and the expiration of the time period set forth in the Escrow Funds Agreement, deliver such Deposit LOC to Purchaser, and the Trust shall deliver a letter of surrender addressed to the issuer of the Deposit LOC. If Escrow Agent is holding a Cash Deposit, then the Purchaser shall direct Escrow Agent to release the Cash Deposit to Sellers at the Closing by wire transfer of immediately available funds in accordance with Clause 4.3 Sellers’ wire instructions to be delivered by Sellers to Purchaser and paid Escrow Agent prior to the Sellers for Closing (the relevant Vessel“Sellers’ Wire Instructions”). 2.2.1.2 The balance of the Purchase Price (which, if the Deposit is in the form of a Cash Deposit, shall mean the entire Purchase Price less the Cash Deposit, and if the Buyers Deposit is in the form of a Deposit LOC, shall mean the entire Purchase Price), subject to prorations and/or adjustments required by this Agreement to be made at the Closing, and Sellers shall jointly instruct less the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release outstanding principal balance of the payment Assumption Loans as of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA Closing Date, shall be paid by Purchaser to Sellers at the Buyers Closing in cash by wire transfer of immediately available funds in accordance with the Sellers’ Wire Instructions. 2.2.2 Each of Sellers and Purchaser agree that (i) the Purchase Price shall be allocated among the Properties as set forth on Schedule I (the portions of the Purchase Price so allocated, the “Allocated Purchase Prices”) and (ii) the Allocated Purchase Prices have been arrived at by a process of arm’s-length negotiations, and the parties specifically agree to the Sellers Allocated Purchase Prices as final and binding and will consistently reflect those allocations on their respective federal, state and local tax returns, including any state, county and other local transfer or sales tax declarations or forms to be filed in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified connection with the Transactions. 2.2.3 All currency amounts set forth in this Agreement or the MOAare expressed in United States Dollars.

Purchase Price and Deposit. 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “Purchase Price”)) to be paid by Purchaser to Seller for the Property is FOUR HUNDRED EIGHTY MILLION ($480,000,000.00) DOLLARS, payable as set forth below. The parties hereto acknowledge and agree that the value of the personalty at the Property being transferred hereunder is de-minimis and that no portion of the Purchase Price is allocable thereto. Purchaser agrees to pay any tax which may be imposed upon the sale of any items or personal property hereunder and to file any required tax returns in connection therewith. Purchaser agrees to indemnify and hold Seller harmless against any liability incurred by Seller because of non-payment of any tax, which may be imposed by any governmental agency upon the sale of any items of personal property owned by Seller and included in this transaction. This paragraph shall survive the Closing. 4.2 The allocated purchase price for each of (a) Prior to the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment execution of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% by Purchaser, Purchaser has delivered to Chicago Title Insurance Company (ten per cent000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn. Xxxx Xxxxxx), as escrow agent (“Escrow Agent” or “Title Company”) of the Purchase Price, an amount equal to USD 98,000,000 TWENTY-FIVE MILLION DOLLARS (United States Dollars Ninety Eight Million$25,000,000.00) (the “Deposit”)) by wire transfer of immediately available federal funds to the escrow account of Escrow Agent. The In no event will Purchaser have a lien against the Premises by reason of the Deposit under this Agreement or expenses incurred in connection herewith and Purchaser waives any right that it might have to so lien the Premises. (b) At Closing, the Deposit, and any interest accrued thereon, together with the balance of the Purchase Price, shall be paid to Seller by wire transfer of immediately available federal funds. (c) Upon receipt by Escrow Agent of the Deposit, Escrow Bank as follows: Agent shall cause the same to be deposited into an interest bearing account selected by Escrow Agent (i) Euronav it being agreed that Escrow Agent shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being not be liable for the amount that the Sellers have received of interest which accrues thereon) in accordance with the Letter terms of this Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to accrue for the Buyers upon delivery benefit of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers Purchaser and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank party entitled to receive the Deposit as provided in this Agreement. Purchaser shall be responsible to pay any income taxes on delivery of interest on the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms Deposit. The provisions of this Agreement and Section 3(c) shall survive the relevant MOA. The Buyers shall then take delivery Closing or any termination of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the BuyersAgreement. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 3.1 The total purchase price for all the Vessels is USD 980,000,000 Property shall be Five Hundred Thousand and No/100 Dollars (United States Dollars Nine Hundred and Eighty Million$500,000.00) (the “Purchase Price”). 4.2 . The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal less the Deposit (defined below) and subject to USD 98,000,000 any adjustments described in this Agreement, shall be payable in full in immediately available funds at the Closing. 3.2 Within two (United States 2) business days after the Effective Date, Purchaser shall deliver to the Title Company a deposit in the amount of Twenty-Five Thousand and No/100 Dollars Ninety Eight Million($25,000.00) (the “Deposit”)) in immediately available funds. Purchaser may, at its option, direct the Title Company to invest the Deposit in an interest bearing account designated by Purchaser. The Deposit shall be paid applied for Purchaser’s benefit against the Purchase Price of the Property at Closing. All interest which has accrued on the Deposit deposited with the Title Company shall, under all circumstances, belong to Purchaser (unless the Deposit is forfeited by Purchaser pursuant to the Escrow Bank as follows: (i) Euronav terms of this Agreement, in which case the interest on the Deposit will go to Seller along with the forfeited Deposit). If Purchaser shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) validly and timely exercise any right under this Agreement to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellersterminate this Agreement, the Sellers shall transfer USD 10,000,000 Deposit (United States Dollars Ten Million) to less the Escrow Bank (being the amount that the Sellers have received in accordance Independent Consideration as defined hereinafter), together with the Letter Agreement) (the “Deposit Date”). This Deposit any and all interest accrued thereon, shall be placed immediately paid over and refunded to Purchaser whereupon this Agreement shall be of no further force and effect, and, except as Escrow Funds with specifically set forth in this Agreement, the Escrow Bank and parties hereto shall have no further rights, duties or obligations hereunder. The Title Company shall make disbursements of the Deposit held by it in an account accordance with this Agreement and in reliance upon written directions of Purchaser and Seller; notwithstanding the name foregoing; the Title Company shall immediately refund the Deposit (less the Independent Consideration) to Purchaser upon demand by Purchaser if Purchaser terminates this Agreement at any time prior to expiration of the Sellers in accordance with an Escrow Agreement between Due Diligence Period (Section 5.1), without any approval from Seller. Notwithstanding anything to the Sellerscontrary herein, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part a portion of the Deposit in the amount of One Hundred Dollars and No/100 (being 10% $100.00) is non-refundable to Purchaser (ten per cent) and deemed immediately earned by Seller), when paid to the Title Company, which the parties acknowledge is good and sufficient consideration for this Agreement (the “Independent Consideration”). Following the expiration of the Allocated Purchase Price for that VesselDue Diligence Period, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyersnonrefundable except as otherwise described herein. 4.4 3.3 The remaining part of parties acknowledge that the Allocated Purchase Price Title Company is executing this Agreement solely to acknowledge its agreement to hold (i.e. 90% (ninety per cent)as Purchaser deposits the same) for a Vessel plus any other amount due under and disburse the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to Deposit, as the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery escrow agent in accordance with the terms and provisions of this Agreement. In performing its duties as escrow agent holding the Deposit as provided in this Agreement, the Title Company shall not incur any liability to anyone for any damages, losses or expenses, except for its gross negligence, willful default, or breach of trust, and it shall accordingly not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its counsel, or (b) any action taken or omitted in reliance upon any instrument, including written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. If a dispute arises with respect to the distribution of any part of the relevant MOADeposit held by the Title Company, the Sellers shall give Title Company may apply to a court of competent jurisdiction for an order determining the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery party or parties to whom such portion of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vesselpaid, and the Buyers thereupon be discharged from all further duties and Sellers liabilities under this Agreement. Any such legal action may be brought in such court as Title Company shall jointly instruct the Escrow Bank determine to release this amount by sending the Escrow Payment Letter simultaneously have jurisdiction thereof and all costs of such proceedings together with the release of the payment of the remainder of the Allocated Purchase Price all reasonable attorneys’ fees and costs incurred by the Buyers. 4.6 The Allocated Purchase Price of each Vessel Title Company and any other amounts due from the Buyers to the Sellers under this Agreement successful party or each MOA parties in connection therewith shall be paid by the Buyers unsuccessful party or parties to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOAproceeding.

Purchase Price and Deposit. 4.1 The total purchase price to be paid for all the Vessels is USD 980,000,000 Property shall be FOUR MILLION AND NO/100 DOLLARS (United States Dollars Nine Hundred and Eighty Million$4,000,000.00) (the “Purchase Price”). 4.2 The allocated purchase price for each , to be paid in cash at Closing subject to adjustments, prorations and credits as set forth herein. Within three (3) business days after the Effective Date, Purchaser shall furnish to Chicago Title Insurance Company, c/o Fidelity National Title Group, 00000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, XX, 00000, Attn: Xxxx X. Xxxxxxxxx (“Escrow Agent”, “Title Agent” or “Title Company”) an initial xxxxxxx money deposit in the amount of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) to be paid by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as Exhibit “D” (the “Initial Deposit”), and which (to the extent Purchaser provides Escrow Agent with a fully executed W-9 form) shall be placed in a non-interest bearing account. If Purchaser does not elect to terminate this Agreement on or before the expiration of the Vessels is set out Inspection Period (as defined below), then Purchaser shall furnish to Escrow Agent, to be held in Appendix 2 such interest bearing account (eachif any), an additional xxxxxxx money deposit in the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) to be paid by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as Exhibit “Allocated Purchase PriceD” (the “Additional Deposit”). 4.3 As security for ; together with the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase PriceInitial Deposit, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (collectively the “Deposit”). The If Purchaser fails to timely deliver the Initial Deposit to Escrow Agent, then this Agreement shall automatically terminate and the parties shall be paid released from all obligations under this Agreement, other than those that survive termination of this Agreement. In the event Purchaser does not deliver a Termination Notice (as defined below) pursuant to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014terms of this Agreement, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellersthen, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released except as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Depositherein, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally deemed fully earned by the Sellers Seller and the Buyers. 4.4 non-refundable. The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.the

Purchase Price and Deposit. 4.1 (a) The total aggregate purchase price to be paid by Purchaser to Seller for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) Property (the “Purchase Price”) is THREE HUNDRED SEVENTY MILLION DOLLARS ($370,000,000.00)., subject to apportionment as provided in Section 7 hereof, payable as follows: 4.2 The allocated purchase price for each (i) Simultaneous with the mutual execution and delivery by Seller and Purchaser of this Agreement, together with, as applicable, the Vessels following fully executed and, if applicable, acknowledged, documents: (A) the Principal Guaranty, (B) the Arbitration Termination Documents, (C) the Termination Escrow Agreement, (D) the Confessions of Judgment, (E) the COJ Escrow Agreement, (F) a Memo of Contract with respect to this Agreement (a copy of which is set out in Appendix 2 attached hereto as Exhibit 8), (eachG) that certain Security Agreement (as same may be modified, an amended or restated from time to time, the “Allocated Purchase PriceSecurity Agreement”)., a copy of which is attached hereto as Exhibit 13 and (H) the UCC-1s (as defined in the Security Agreement. Purchaser shall deliver to Seller by wire transfer in immediately available federal funds the amount of FIFTY MILLION DOLLARS ($50,000,000.00) in accordance with the wire instructions set forth on Exhibit 1 (such deposit which is made pursuant to this Section 4(a)(i), the “Deposit”); 4.3 As security for (ii) Upon the correct fulfilment of this Agreement Euronav Closing, Seller shall pay on its own behalf be entitled to retain the Deposit, and on behalf of Purchaser shall deliver the Acceding Buyers a deposit of 10% (ten per cent) balance of the Purchase Price, equal said balance to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name comprised of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”less (x) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, and (y) if any, the Existing Financing (as defined below) shall be credited assumed by Purchaser pursuant to Article 38(f) hereof, the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the BuyersAssumed Loan Liabilities (as hereinafter defined). 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)b) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges All monies payable by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers Purchaser under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-offAgreement, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is otherwise specified in this Agreement or directed by Seller, shall be paid by Purchaser causing such monies to be wire transferred in immediately available federal funds for credit to the MOATitle Company (as defined below) at such bank account or accounts, and divided into such amounts as may be reasonably required to consummate the transactions contemplated by this Agreement. (c) As used in this Agreement, the term “business day” shall mean every day other than Saturdays, Sundays, all days observed by the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed. Any reference in this Agreement to a “day” or a number of “days” (other than references to a “business day” or “business days”) shall mean a calendar day or calendar days. If the last day upon which performance hereunder would otherwise be required or permitted is not a business day, then the time for such performance shall be automatically extended to the next day that is a business day.

Purchase Price and Deposit. 4.1 3.1 3.1 The total purchase price for all the Vessels is USD 980,000,000 Property shall be FiveSix Hundred Thousand and No/100 Dollars (United States Dollars Nine Hundred and Eighty Million$500600,000.00) (the “Purchase Price”). 4.2 . The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal less the Deposit (defined below) and subject to USD 98,000,000 any adjustments described in this Agreement, shall be payable in full in immediately available funds at the Closing. 3.2 3.2 Within two (United States 2) business days after the Effective Date, Purchaser shall deliver to the Title Company a deposit in the amount of Twenty-FiveTwo Hundred Fifty Thousand and No/100 Dollars Ninety Eight Million($25250,000.00) (the “Deposit”)) in immediately available funds. Purchaser may, at its option, direct the Title Company to invest the Deposit in an interest bearing account designated by Purchaser. The Deposit shall be paid applied for Purchaser’s benefit against the Purchase Price of the Property at Closing. All interest which has accrued on the Deposit deposited with the Title Company shall, under all circumstances, belong to Purchaser (unless the Deposit is forfeited by Purchaser pursuant to the Escrow Bank as follows: (i) Euronav terms of this Agreement, in which case the interest on the Deposit will go to Seller along with the forfeited Deposit). If Purchaser shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) validly and timely exercise any right under this Agreement to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellersterminate this Agreement, the Sellers shall transfer USD 10,000,000 Deposit (United States Dollars Ten Million) to less the Escrow Bank (being the amount that the Sellers have received in accordance Independent Consideration as defined hereinafter), together with the Letter Agreement) (the “Deposit Date”). This Deposit any and all interest accrued thereon, shall be placed immediately paid over and refunded to Purchaser whereupon this Agreement shall be of no further force and effect, and, except as Escrow Funds with specifically set forth in this Agreement, the Escrow Bank and parties hereto shall have no further rights, duties or obligations hereunder. The Title Company shall make disbursements of the Deposit held by it in an account accordance with this Agreement and in reliance upon written directions of Purchaser and Seller; notwithstanding the name foregoing; the Title Company shall immediately refund the Deposit (less the Independent Consideration) to Purchaser upon demand by Purchaser if Purchaser terminates this Agreement at any time prior to expiration of the Sellers in accordance with an Escrow Agreement between Due Diligence Period (Section 5.1), without any approval from Seller. Notwithstanding anything to the Sellerscontrary herein, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part a portion of the Deposit in the amount of One Hundred Dollars and No/100 (being 10% $100.00) is non-refundable to Purchaser (ten per cent) and deemed immediately earned by Seller), when paid to the Title Company, which the parties acknowledge is good and sufficient consideration for this Agreement (the “Independent Consideration”). Following the expiration of the Allocated Purchase Price for that VesselDue Diligence Period, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyersnonrefundable except as otherwise described herein. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 3.1 The total purchase price for all the Vessels Sale Property agreed between the parties hereto, on a willing buyer and willing seller basis, is USD 980,000,000 the sum of Ringgit Malaysia Five Million Six Hundred Thousand (United States Dollars Nine Hundred and Eighty MillionRM5,600,000.00) only excluding any Indirect Taxes (the “"Purchase Price”)") to be paid by the Purchaser to the Vendor in the manner stipulated in Clause 3 hereof. 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment 3.2 Upon execution of this Agreement Euronav Agreement, the Purchaser shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall be paid in addition to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) Exxxxxx Deposit already paid pay to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by Vendor's Solicitors the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part balance of the Deposit of Ringgit Malaysia Four Hundred and Forty Eight Thousand (being 10% RM448,000.00) only. 3.3 The Vendor's Solicitors shall deal with the Deposit in the following manner:- (ten per centa) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is RPGT Retention Sum to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously dealt with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid 16 herein; (b) the balance of the Deposit to be released to the Sellers for Vendor on the relevant VesselUnconditional Date. 3.4 The Purchaser shall, and on a day falling within the Buyers and Sellers Completion Period pay the Balance Purchase Price to the Vendor's Solicitors as stakeholders. 3.5 Subject to the provisions herein, if the Purchaser shall jointly instruct be unable to pay the Escrow Bank Balance Purchase Price within the Completion Period, the Vendor shall grant to release this amount by sending the Escrow Payment Letter simultaneously with Purchaser an extension of a period of thirty (30) days (the release "Extended Completion Period") from the day immediately after the expiry of the payment Completion Period to pay the Balance Purchase Price SUBJECT TO the Purchaser paying to the Vendor interest on the Balance Purchase Price or such part thereof which shall be outstanding at the rate of eight per cent (8%) per annum calculated on a daily basis commencing on the day immediately following the expiry of the remainder of Completion Period up to and excluding the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel Completion Date and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA such interest shall be paid by together with the Buyers Balance Purchase Price. 3.6 Subject always to Clause 5, the Vendor shall deliver the Land Title to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right Purchaser's Solicitors within seven (7) days of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOACompletion Date subject to clearance of funds.

Purchase Price and Deposit. 4.1 The total purchase price to be paid by Purchaser to Seller for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) Property (the “"Purchase Price”") is THIRTY SEVEN MILLION, TWO HUNDRED FIFTY THOUSAND AND -------------- NO/100 DOLLARS ($37,250,000)., subject to apportionment as provided in Section 5 --------- below, payable as follows: 4.2 The allocated purchase price for each of (a) Simultaneously with the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment execution of this Agreement Euronav shall pay on its own behalf by Purchaser, Purchaser is delivering to Battle Xxxxxx LLP, as escrow agent (the "Escrow Agent") to be held in escrow in accordance with Section 21 hereof, the ------------ sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) (such sum as same may be increased pursuant to Section 17 hereof, and on behalf all interest accrued thereon, collectively, the "Deposit") by unendorsed bank check issued by a bank which is ------- a member of the Acceding Buyers a deposit New York Clearinghouse Association and payable directly to the order of 10% (ten per cent) Escrow Agent or by wire transfer of the Purchase Price, equal immediately available funds to USD 98,000,000 (United States Dollars Ninety Eight Million) an account (the “Deposit”)"Escrow Account") designated and maintained by Escrow Agent. The Except -------------- as otherwise expressly provided herein, the Deposit shall be paid non-refundable. (b) Upon receipt by Escrow Agent of the Deposit, to the extent possible, Escrow Bank as follows: Agent shall cause the same to be invested in 30-day (ior shorter) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight MillionTreasury instruments. Any amount that cannot be so invested (not to exceed $100,000) to may be deposited in a federally insured interest-bearing account selected by Escrow Agent (it being agreed that Escrow Agent shall not be liable for the amount of any interest or loss of principal that results from any such investments). If the Closing occurs, the interest on the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited paid to Seller (without credit against the Buyers upon delivery of each Vessel by reference to Purchase Price) and, if the Allocated Deposit. Any fee charged for holding Closing does not occur and this Agreement is terminated, then the interest earned on the Escrow Deposit shall be borne equally by paid to the Sellers and party entitled to receive the BuyersDeposit as provided in this Agreement. 4.4 The remaining part (c) On the Closing Date, Purchaser shall pay to Seller an amount equal to the Purchase Price less the amount of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel orDeposit, subject to the consent prorations and adjustments set forth in Section 5 hereof and subject to a credit --------- in the amount of the Buyers’ financing bankAssumed Debt Credit (as defined in Section 2(d) hereof) if ------------ applicable pursuant to Section 2(d) below, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and plus any other amounts due from required to be paid to Seller by Purchaser at the Buyers to the Sellers Closing, in immediately available funds as more particularly set forth in Section 2(c) below. (d) All monies payable by Purchaser under this Agreement or each MOA Agreement, unless otherwise specified in this Agreement, shall be paid by (i) unendorsed bank check(s) issued by a bank which is a member of the Buyers New York Clearinghouse Association and payable directly to the Sellers order of Seller, or to such person or entity or persons or entities as Seller may designate in full without writing at least three(3) business days prior to the Closing Date (as defined in Section 17 ---------- hereof), or (ii) upon three(3) business days prior notice given by Seller to Purchaser, by Purchaser causing said amount to be transferred in immediately available federal funds for credit to such bank account or accounts, and divided into such amounts as may be required to consummate the transactions contemplated by this Agreement, or (iii) any set-offcombination of items (i) and (ii) above as Seller may direct by notice to Purchaser at least three(3) business days prior to the Closing Date. (e) Purchaser shall use diligent efforts to obtain prior to the Closing, counterclaimat no cost and expense to Seller, deduction all consents of Lender (as defined below) necessary in connection with the assumption by Purchaser of the Assumed Debt and Seller agrees to fully cooperate and work with Purchaser to obtain such consent. If the parties are able to obtain Lender's consent prior to the Closing, then, on the Closing Date, upon delivery of all of the items to Seller by Purchaser pursuant to Section 16 hereof, Purchaser shall receive a credit (the "Assumed Debt Credit") against the Purchase Price for the portion of the ------------------- Purchase Price equal to the sum of (i) the outstanding principal balance, and (ii) all accrued unpaid interest thereon, by virtue of Purchaser assuming that certain loan (the "Assumed Debt") as evidenced by that certain Note ------------ Consolidation and Modification Agreement (the "Note") dated November 17, 1998 ---- executed between Seller and The Mutual Life Insurance Company of New York, now known as, MONY Life Insurance Company ("Lender") in the original principal sum ------ of $20,500,000 and secured, inter alia, by that certain an Amended Restated and ---------- Consolidated Mortgage, Assignment of Leases and Rents and Security Agreement dated of even date between Seller and Lender (the "Mortgage") which Mortgage is -------- an encumbrance upon the Premises. The Note, the Mortgage and all other documents executed in connection with the Assumed Debt (other than any guarantees or withholding unless pledge agreements given in connection therewith) are collectively hereinafter referred to as the "Assumed Debt Documents." It is agreed and understood that ---------------------- Purchaser shall reimburse Seller on the Closing Date in an amount equal to all reserves and/or escrows (collectively, the "Reserves"), including the Initial -------- Capital Improvement Escrow (as defined in the Assumed Debt Documents) required by Lender to be deposited by Seller in connection with the Assumed Debt. Notwithstanding the foregoing, Seller shall have no obligation hereunder to obtain Lender's consent for the assumption of the Assumed Debt by Purchaser nor shall Seller have any liability whatsoever to Purchaser in the event that Purchaser is unable to obtain such right consent prior to Closing, it being agreed to by Purchaser that Purchaser's obligations hereunder are in no way contingent upon or conditioned upon its assumption of set-offthe Assumed Debt or its ability to obtain Lender's Consent in connection therewith inasmuch as Purchaser acknowledges that its obligations hereunder to purchase the Premises are not contingent upon or conditioned upon obtaining financing. If, counterclaimin connection with an assignment or an assumption by Purchaser of the Assumed Debt, deduction Seller is unable to obtain a release from the Lender of Seller's obligations under the Assumed Loan (as well as the obligations of any parties who delivered guaranties or withholding is specified indemnities in connection with the Assumed Loan), then Seller shall discharge the Assumed Loan as aforesaid in lieu of assigning the same to Purchaser. As used in this Agreement Agreement, the term "business day" shall mean every ------------ day other than Saturdays, Sundays, all days observed by the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed. (f) All interest earned on the MOAamount delivered pursuant to Section 2(a) hereof shall be reported to the IRS, and to any other taxing authority with jurisdiction (if any), as income of the party ultimately entitled to the Deposit. Seller and Purchaser, as appropriate, shall promptly execute all forms reasonably required by the other party to effectuate the intent of this Section, including, without limitation, Form W-9.

Purchase Price and Deposit. 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) Property, subject to closing adjustments hereinafter provided (the “Purchase Price”) shall be TWENTY THREE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($23,100,000.00).. The Purchase Price shall be payable as follows: 4.2 The allocated purchase price A. Not later than one (1) business day after the Effective Date, if not sooner delivered, Purchaser shall deposit in escrow with Keystone Agency, Inc., as an agent for each First American Title Insurance Company having an address of 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000 (the Vessels is set out in Appendix 2 “Escrow Agent”) the sum of ONE MILLION ONE HUNDRED FIFTY FIVE THOUSAND DOLLARS (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment $1,155,000.00) by federal wire transfer of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) immediately available funds (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time maintained and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery disbursed strictly in accordance with the terms of this Agreement and the relevant MOAAgreement. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from placed by the Escrow Funds Agent in an interest bearing escrow account at a commercial bank, and all interest earned on the Deposit shall be accumulated, shall be part of the Deposit, and shall be paid to the party entitled to receive the Deposit under this Agreement. The Deposit shall be maintained and disbursed strictly in accordance with Clause 4.3 the terms of this Agreement. B. Escrow Agent shall not be liable to either of Purchaser or Seller in connection with the performance of any duty imposed upon Escrow Agent hereunder for any action taken by Escrow Agent in good faith in conformity with the provisions of this Agreement in holding or dealing with the Deposit, except for Escrow Agent’s negligence or willful misconduct. Escrow Agent may act upon any instrument or other writing believed by Xxxxxx Agent in good faith to be genuine and paid to be executed and presented by the proper person. Escrow Agent shall have no duties or responsibilities other than as expressly set forth herein. Escrow Agent shall not be bound by a modification of this Section 3 unless such modification is in writing and signed by Xxxxxxxxx and Seller and, if Escrow Agent’s duties hereunder are affected, by Escrow Agent. C. In the event that Escrow Agent (i) shall be uncertain as to Escrow Agent’s rights or duties hereunder, (ii) shall receive instructions from Purchaser or Seller that, in Escrow Agent’s reasonable opinion, are in conflict with any of the provisions hereof, or (iii) shall receive conflicting demands with respect to disposition of the Deposit, Escrow Agent may take affirmative steps in order to terminate Escrow Agent’s duties hereunder by depositing the Deposit with the clerk of court for the jurisdiction in which the Land is located in an action for interpleader, naming the conflicting claimants as parties in such action. Escrow Agent’s reasonable costs and expenses in connection with filing such an interpleader action shall be divided equally between Purchaser and Seller. Notwithstanding anything herein to the Sellers for contrary, if Purchaser notifies Seller and Escrow Agent on or before the relevant Vesselend of the Feasibility Period that Purchaser elects to terminate this Agreement, then Escrow Agent shall refund the Deposit to Purchaser without the need to obtain the consent or approval of Seller or any other party. D. For purposes of reporting interest earned on the Deposit to the Internal Revenue Service, the Purchaser’s Taxpayer Identification Number will be provided to the Escrow Agent. The Escrow Agent shall open the escrow account under Purchaser’s Taxpayer Identification Number. E. At Closing (hereinafter defined), Purchaser shall pay the full Purchase Price and the Buyers Deposit shall be credited against and Sellers shall jointly instruct applied to the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price due and payable by the BuyersPurchaser to Seller. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price to be paid by Purchaser to Seller for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) Property (the “Purchase Price”) is FORTY SIX MILLION AND 00/100 Dollars ($46,000,000.00)., payable in United States dollars as follows: 4.2 The allocated purchase price for each (a) Purchaser and Seller acknowledge that simultaneous with executing the LOI, Purchaser deposited with Chicago Title Insurance Company, as escrow agent (“Chicago Title”), the amount of One Million and No/100 Dollars ($1,000,000.00) in the Vessels is set out in Appendix 2 form of cash (eachtogether with any interest earned thereon, an the “Allocated Purchase PriceLOI Deposit”) pursuant to that certain Escrow Agreement dated as of November 18, 2010, by and between Seller, Purchaser and Chicago Title (the “Escrow Agreement”). 4.3 As security for the correct fulfilment (b) By no later than 5:00 p.m. Eastern (local New York, New York) time on December 20, 2010, Purchaser shall deposit with Commonwealth Land Title Insurance Company (“Escrow Agent”) an additional amount of this Agreement Euronav shall pay on its own behalf Four Million Six Hundred Thousand and on behalf of the Acceding Buyers a deposit of 10% No/100 Dollars (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million$4,600,000.00) (together with any interest earned thereon, the “Contract Deposit”). The Contract Deposit shall be paid in the form of (1) a letter of credit satisfying the provisions of Section 4(c) below or (2) cash, effected by wire transfer of immediately available good funds to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in designated by Escrow Agent. Notwithstanding the name of foregoing, Seller and Purchaser agree to issue joint instructions to Chicago Title to transfer the Sellers in accordance with an LOI Deposit to Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is Agent pursuant to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOAEscrow Agreement and, thereafter, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated LOI Deposit shall be released from (1) applied towards the Contract Deposit for all purposes hereunder, such that Purchaser shall only be required to deliver an additional Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000) to Escrow Funds in accordance Agent, (2) subject to all of the terms and conditions herein and (3) held and disbursed by Escrow Agent pursuant to Section 4(c) and Section 4(d) below. Purchaser hereby agrees that Purchaser shall be responsible, at its sole cost and expense, for all fees and other amounts charged by Chicago Title for holding the LOI Deposit and for undertaking any title work with Clause 4.3 and paid respect to the Sellers for transaction contemplated by this Agreement. If Purchaser shall fail to deposit the relevant Vesselentire Contract Deposit by 5:00 p.m. Eastern (local New York, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.New York) time on

Purchase Price and Deposit. 4.1 22 2.1 The total purchase price for all the Vessels Property shall be an amount equal to (i) 23 $48,000 multiplied by (ii) the number of market rate residential apartment units that can be 24 developed in accordance with the development approvals, which shall not be fewer than 250 25 units, and in no event less than $12,000,000.00, unless a lesser number of units is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) expressly 26 agreed to by Xxxxxxxxx in writing, (the “Purchase Price”), which shall be payable, as provided 27 below, by wire transfer or certified or bank check. 4.2 The allocated purchase price for each 28 2.2 Within two (2) days of this agreement being fully-executed (the Vessels is set out in Appendix 2 (each, an “Allocated Purchase PriceEffective 29 Date”). 4.3 As security , which will only occur after the Town has (i) amended the Urban Renewal Plan, (ii) 30 designated Purchaser as an eligible and qualified developer for the correct fulfilment Urban Renewal Plan and (iii) 31 authorized the Supervisor to enter into this Agreement, Purchaser shall deposit into escrow with 32 Xxxxxxx Xxxxx, Esq. ( “Escrow Agent”), a refundable deposit in the amount of this Agreement Euronav shall pay on its own behalf and on behalf of Five Hundred 33 Thousand Dollars ($500,000.00) the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall not be applied to the Town’s 34 escrow fees required for the processing of any and all application, which shall be paid and 35 replenished separately by Xxxxxxxxx as would be the case for any other developer making an 36 application to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance Town. 37 2.3 Simultaneously with the Letter Agreement) (the “Deposit Date”). This Deposit Deposit, Purchaser and Seller shall be placed as Escrow Funds with the Escrow Bank execute and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under 38 deliver the Escrow Agreement and thereby releasing the relevant Allocated Depositattached hereto as Exhibit B. Upon receipt of a fully signed 39 Escrow Agreement, Escrow Agent will deposit said funds in a segregated interest-bearing 40 account at a federally-insured commercial bank approved in writing by Purchaser. Interest on the Deposit, if any, The Deposit 41 shall be credited fully refundable to Purchaser in the Buyers upon delivery event that Purchaser terminates this Agreement 1 during the Due Diligence Period, as defined below, for any reason or no reason. Following the 2 expiration of each Vessel by reference to the Allocated Deposit. Any fee charged for holding Due Diligence Period, the Deposit shall be borne equally by the Sellers and the Buyers.non-refundable to Purchaser, unless: 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (threei) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers Seller defaults under this Agreement beyond any applicable notice and cure period, (ii) any of 4 the conditions precedent to Purchaser’s closing obligations hereunder are not satisfied, or each MOA shall be paid by (iii) the Buyers 5 Purchaser is otherwise expressly permitted hereunder, including under Section 6, to terminate this 6 Agreement and receive the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right return of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOADeposit.

Purchase Price and Deposit. 4.1 The total purchase price to be paid by Purchaser to Seller for all the Vessels Property (the "PURCHASE PRICE") is USD 980,000,000 Seven Hundred Forty Eight Million Dollars (United States $748,000,000). The Purchase Price shall be allocated between: (a) Ground Leasehold - $458,852,685, (b) Building and Interior Improvements - $153,947,315 and (c) FF&E - $135,200,000. The Purchase Price shall be payable as follows: (a) Simultaneously with the execution of this Agreement by Purchaser, Purchaser is delivering directly to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, as escrow agent ("ESCROW AGENT") by wire transfer the amount of One Hundred Million Dollars Nine Hundred and Eighty Million($100,000,000) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”"DEPOSIT"). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an interest bearing escrow account in the name of the Sellers by Escrow Agent in accordance with an escrow agreement between Seller, Purchaser and Escrow Agreement between the SellersAgent, the Buyers and the executed simultaneously herewith. The Deposit shall be delivered by Escrow Bank in such form Agent to Seller or Purchaser as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise hereinafter provided in this Agreement or and the Escrow Agreement. Simultaneously with signing All references in this Agreement to the protocol of delivery Deposit shall mean the Deposit and acceptance all interest accrued thereon. (b) At the Sellers and Closing, Escrow Agent shall deliver the Buyers shall also be obliged Deposit to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest Seller (it being understood that any interest on the Deposit, if any, Deposit shall not be credited to the Buyers upon delivery of each Vessel by reference to Purchase Price) and Purchaser shall deliver the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part balance of the Allocated Purchase Price as follows: (i.e. 90% (ninety per cent)i) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or$619,500,000, subject to adjustment as provided in ARTICLE 7 to Seller; and (ii) $28,500,000 to Escrow Agent, or such other party agreed to by the consent of parties, as escrow agent, to be held and disbursed pursuant to the Buyers’ financing bankAgreement as to Post Closing Obligations, 1 attached hereto as EXHIBIT 15 (one) Banking Day prior to deliverythe "POST CLOSING AGREEMENT"). 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (threec) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount All monies payable by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers Purchaser under this Agreement or each MOA Agreement, unless otherwise specified in this Agreement, shall be paid by wire transfer of immediately available federal funds for credit to such bank account or accounts specified by Seller, and divided into such amounts as may be required to consummate the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in transactions contemplated by this Agreement or the MOAAgreement.

Purchase Price and Deposit. 4.1 The total purchase price to be paid by Green for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) Property (the “"Purchase Price”") is Seventy-Two Million Dollars ($72,000,000), subject to adjustment and apportionment as provided in this Agreement. (a) Simultaneously with the execution of this Agreement by Green, Green is delivering to Xxxxxxxxx Traurig, as escrow agent (the "Escrow Agent"), Three Million Five Hundred Thousand Dollars ($3,500,000) by a certified check or official cashier's check payable directly to the order of "Xxxxxxxxx Xxxxxxx, as Escrow Agent" (the "Deposit"). 4.2 The allocated purchase price for each (b) Upon receipt by Escrow Agent of the Vessels is set out Deposit, to the extent possible, Escrow Agent shall cause the same to be deposited in Appendix 2 a federally insured interest-bearing account selected by Escrow Agent (each, an “Allocated Purchase Price”). 4.3 As security it being agreed that Escrow Agent shall not be liable for the correct fulfilment amount of this Agreement Euronav any interest or loss that results from any such investments) and Escrow Agent shall pay on its own behalf and on behalf of hold the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (provisions of Exhibit B annexed hereto. If the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the SellersClosing occurs, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest interest on the Deposit, if any, shall be credited paid to AZIW (without credit against the Buyers upon delivery of each Vessel by reference to Purchase Price) and, if the Allocated Deposit. Any fee charged for holding Closing does not occur and this Agreement is terminated, then the interest earned on the Deposit shall be borne equally by paid to the Sellers and party entitled to receive the BuyersDeposit as provided in this Agreement. The party receiving such interest shall pay all income taxes thereon. 4.4 The remaining part (c) At the Closing Green shall pay the balance of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOAi.e., the Sellers shall give Purchase Price less the Buyers a written Notice of Readiness Deposit, but without off-set for delivery in accordance with any interest earned on the terms of Deposit), as apportioned and adjusted pursuant to this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid subject to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the BuyersSection 18(c). 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers (d) All monies payable by Green under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-offAgreement, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is otherwise specified in this Agreement Agreement, shall be paid, at AZIW's election, by unendorsed bank check(s) issued by a bank which is a member of the New York Clearinghouse Association and payable directly to the order of AZIW or to such person or entity or persons or entities as AZIW may designate in writing, at least two (2) Business Days prior to the MOAClosing Date or by wire transfer in immediately available federal funds for credit to such bank account or accounts as shall be so specified by AZIW.

Purchase Price and Deposit. 4.1 5 – The total purchase price to be paid by Purchaser to Seller for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred Property and Eighty Million) Excess Development Rights (the “"Purchase Price”") shall be Two Hundred Million and no/100 Dollars ($200,000,000.00).. The Purchase Price shall be payable as follows: 4.2 The allocated purchase price for each (a) Within one (1) business day of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment execution of this Agreement Euronav by Purchaser and Seller, Purchaser shall pay deliver to Sxxxxxx Title Insurance Company, as escrow agent (the "Escrow Agent") a wire transfer in immediately available federal funds the amount of Ten Million Dollars ($10,000,000.00) to the escrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit 1 (such deposit which is made pursuant to this subsection (a) (together with interest thereon), the “Initial Deposit,” and, together with the Additional Deposit (as hereinafter defined), if applicable, are herein collectively referred to as the "Deposit"). If the Initial Deposit has not been delivered on or prior to such date, Seller shall have the right, in its own behalf sole discretion, to terminate, in which event neither Seller nor Purchaser shall have any further rights or obligations in this Agreement, except those arising under provisions of this Agreement that expressly survive the termination of this Agreement. (i) Upon receipt by Escrow Agent of the Deposit, Escrow Agent shall cause the same to be deposited into an interest bearing account in a bank, savings and loan association trust company, or other banking institution selected by Escrow Agent that is a member and co-owner of The Clearing House Association (a “TCH Bank”), it being agreed that Escrow Agent shall not be liable for (y) any loss of such investment (unless due to Escrow Agent's gross negligence or willful misconduct) or (z) any failure to attain a favorable rate of return on such investment. Escrow Agent shall deliver the Deposit, and the interest accrued thereon, to Seller or to Purchaser, as the case may be, under the following conditions: (1) The Deposit (together with all interest accrued thereon) shall be delivered to Seller at the Closing upon receipt by Escrow Agent of a statement executed by Seller and Purchaser that the Deposit and the interest accrued thereon may be released; or (2) The Deposit, and the interest accrued thereon, shall be delivered to Seller following receipt by Escrow Agent of written demand therefor from Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement and specifying the Section(s) of this Agreement which entitles Seller to the Deposit, if Purchaser shall have given Notice of objection in accordance with the provisions of Section 19 of this Agreement; or (3) The Deposit, and the interest accrued thereon, shall be delivered to Purchaser following receipt by Escrow Agent of written demand therefor from Purchaser stating that (i) the conditions to closing set forth in Section 10(b) of this Agreement have not been fulfilled or waived by Purchaser or (ii) this Agreement was terminated under circumstances entitling Purchaser to the return of the Deposit, and specifying the Section of this Agreement which entitles Purchaser to the return of the Deposit, if Seller shall not have given Notice of objection in accordance with the provisions of Section 19 of this Agreement; or (4) The Deposit, and the interest accrued thereon, shall be delivered to Purchaser or Seller as directed by joint written instructions of Seller and Purchaser. (ii) Upon the filing of a written demand for the Deposit by Seller or Purchaser, pursuant to subsection (2) or (3) above, Escrow Agent shall promptly give notice thereof (including a copy of such demand) to the other Party. The other Party shall have the right to object to the delivery of the Deposit, by giving written notice of such objection to Escrow Agent at any time within ten (10) days after such Party's receipt of notice from Escrow Agent, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice of objection, Escrow Agent shall promptly give a copy of such notice to the Party who filed the written demand. If Escrow Agent shall have timely received such notice of objection, Escrow Agent shall continue to hold the Deposit, and the interest accrued thereon, until (x) Escrow Agent receives written notice from Seller and Purchaser directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit, and the interest accrued thereon, in accordance with said direction, or (y) litigation is commenced between Seller and Purchaser, in which case Escrow Agent shall deposit the Deposit, and the interest accrued thereon, with the clerk of the court in which said litigation is pending, or (z) Escrow Agent takes such affirmative steps as Escrow Agent may elect, at Escrow Agent's option, in order to terminate Escrow Agent's duties described in this Agreement, including but not limited to depositing the Deposit, and the interest accrued thereon, in court and commencing an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party. (iii) Escrow Agent may rely and act upon any instrument or other writing reasonably believed by Escrow Agent to be genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Seller or Purchaser, as the Acceding Buyers a deposit case may be, and shall not be liable in connection with the performance of 10% any duties imposed upon Escrow Agent by the provisions of this Agreement, except for Escrow Agent's own gross negligence, willful misconduct or default. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Purchaser and Seller, and, if Escrow Agent's duties described in this Agreement are affected, unless Escrow Agent shall have given prior written consent thereto. Escrow Agent shall be indemnified and held harmless by Seller and Purchaser from, and reimbursed by Seller and Purchaser for, any claims, liabilities, costs and expenses incurred in connection with claims of third parties (ten per cent) including reasonable legal fees and disbursements of its own and outside counsel), including all of Escrow Agent's fees and expenses with respect to any interpleader action incurred in connection with this Agreement, and such liability shall be joint and several; provided that, as between Purchaser and Seller there shall be no obligation of contribution by one Party with respect to the unlawful acts of the Purchase Priceother, equal and the prevailing party in any dispute over the Deposit shall be entitled to USD 98,000,000 reimbursement of any such expenses paid to Escrow Agent. In the event that Escrow Agent shall be uncertain as to Escrow Agent's duties or rights described in this Agreement, or shall receive instructions from Purchaser or Seller that, in Escrow Agent's opinion, are in conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled to hold and apply the Deposit, and the interest accrued thereon and may decline to take any other action. After delivery of the Deposit, and the interest accrued thereon, in accordance herewith, Escrow Agent shall have no further liability or obligation of any kind whatsoever. (United States Dollars Ninety Eight Millioniv) Escrow Agent shall have the right at any time to resign upon ten (10) business days prior written Notice to Seller and Purchaser. Seller and Purchaser shall jointly select a successor Escrow Agent and shall notify Escrow Agent of the “name and address of such successor Escrow Agent within ten (10) business days after receipt of Notice from Escrow Agent of its intent to resign. If Escrow Agent has not received Notice of the name and address of such successor Escrow Agent within such period, Escrow Agent shall have the right to select on behalf of Seller and Purchaser a TCH Bank to act as successor Escrow Agent. At any time after the ten (10) business day period, Escrow Agent shall have the right to deliver the Deposit”, and the interest accrued thereon, to any successor Escrow Agent selected pursuant to this Section 4(b)(iv), provided such successor Escrow Agent shall execute and deliver to Seller and Purchaser an assumption agreement whereby it assumes all of Escrow Agent's obligations described in this Agreement. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Agent shall become the Escrow Agent for all purposes of this Agreement and shall have all of the rights and obligations of the Escrow Agent described in this Agreement, and the resigning Escrow Agent shall have no further responsibilities or obligations under the terms of this Agreement for matters arising after such assumption. (v) The interest earned on the Deposit shall be paid to the Escrow Bank Party entitled to receive the Deposit as follows: provided in this Agreement. The Party receiving such interest shall pay any income taxes thereon; provided, that, if Seller receives the interest on the Deposit as a credit against the Purchase Price to Purchaser, then Purchaser shall pay any income taxes on such interest received by Seller. Seller's taxpayer identification number is ___________; and Purchaser's taxpayer identification number is ___________. The provisions of this Section 4(b) shall survive the Closing or earlier termination of this Agreement. (ic) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to At the Escrow Bank no later than 17 January 2014Closing, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit Seller shall be placed as Escrow Funds with entitled to receive and be paid the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank Deposit (and the Parties shall instruct Escrow Agent accordingly) and Purchaser shall deliver the relevant part balance of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel(i.e., each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on Purchase Price less the Deposit, if anytogether will all unpaid interest thereon), shall be credited to the Buyers upon delivery of each Vessel by reference Seller, as adjusted pursuant to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the BuyersSection 7. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)d) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges All monies payable by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers Purchaser under this Agreement or each MOA shall be paid by Purchaser causing said amount to be wire transferred in immediately available federal funds for credit to such bank account or accounts, in such amounts as may be required to consummate the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified transactions contemplated by this Agreement. As used in this Agreement Agreement, the term "business day" shall mean every day other than Saturdays, Sundays, all days observed by the federal or the MOANew York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed.

Purchase Price and Deposit. 4.1 3.1 The total purchase price for all the Vessels is USD 980,000,000 Property shall be Six Hundred Thousand and No/100 Dollars (United States Dollars Nine Hundred and Eighty Million$600,000.00) (the “Purchase Price”). 4.2 . The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal less the Deposit (defined below) and subject to USD 98,000,000 any adjustments described in this Agreement, shall be payable in full in immediately available funds at the Closing. 3.2 Within two (United States 2) business days after the Effective Date, Purchaser shall deliver to the Title Company a deposit in the amount of Two Hundred Fifty Thousand and No/100 Dollars Ninety Eight Million($250,000.00) (the “Deposit”)) in immediately available funds. Purchaser may, at its option, direct the Title Company to invest the Deposit in an interest bearing account designated by Purchaser. The Deposit shall be paid applied for Purchaser’s benefit against the Purchase Price of the Property at Closing. All interest which has accrued on the Deposit deposited with the Title Company shall, under all circumstances, belong to Purchaser (unless the Deposit is forfeited by Purchaser pursuant to the Escrow Bank as follows: (i) Euronav terms of this Agreement, in which case the interest on the Deposit will go to Seller along with the forfeited Deposit). If Purchaser shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) validly and timely exercise any right under this Agreement to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellersterminate this Agreement, the Sellers shall transfer USD 10,000,000 Deposit (United States Dollars Ten Million) to less the Escrow Bank (being the amount that the Sellers have received in accordance Independent Consideration as defined hereinafter), together with the Letter Agreement) (the “Deposit Date”). This Deposit any and all interest accrued thereon, shall be placed immediately paid over and refunded to Purchaser whereupon this Agreement shall be of no further force and effect, and, except as Escrow Funds with specifically set forth in this Agreement, the Escrow Bank and parties hereto shall have no further rights, duties or obligations hereunder. The Title Company shall make disbursements of the Deposit held by it in an account accordance with this Agreement and in reliance upon written directions of Purchaser and Seller; notwithstanding the name foregoing; the Title Company shall immediately refund the Deposit (less the Independent Consideration) to Purchaser upon demand by Purchaser if Purchaser terminates this Agreement at any time prior to expiration of the Sellers in accordance with an Escrow Agreement between Due Diligence Period (Section 5.1), without any approval from Seller. Notwithstanding anything to the Sellerscontrary herein, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part a portion of the Deposit in the amount of One Hundred Dollars and No/100 (being 10% $100.00) is non-refundable to Purchaser (ten per cent) and deemed immediately earned by Seller), when paid to the Title Company, which the parties acknowledge is good and sufficient consideration for this Agreement (the “Independent Consideration”). Following the expiration of the Allocated Purchase Price for that VesselDue Diligence Period, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyersnonrefundable except as otherwise described herein. 4.4 3.3 The remaining part of parties acknowledge that the Allocated Purchase Price Title Company is executing this Agreement solely to acknowledge its agreement to hold (i.e. 90% (ninety per cent)as Purchaser deposits the same) for a Vessel plus any other amount due under and disburse the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to Deposit, as the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery escrow agent in accordance with the terms and provisions of this Agreement. In performing its duties as escrow agent holding the Deposit as provided in this Agreement, the Title Company shall not incur any liability to anyone for any damages, losses or expenses, except for its gross negligence, willful default, or breach of trust, and it shall accordingly not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its counsel, or (b) any action taken or omitted in reliance upon any instrument, including written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. If a dispute arises with respect to the distribution of any part of the relevant MOADeposit held by the Title Company, the Sellers shall give Title Company may apply to a court of competent jurisdiction for an order determining the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery party or parties to whom such portion of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vesselpaid, and the Buyers thereupon be discharged from all further duties and Sellers liabilities under this Agreement. Any such legal action may be brought in such court as Title Company shall jointly instruct the Escrow Bank determine to release this amount by sending the Escrow Payment Letter simultaneously have jurisdiction thereof and all costs of such proceedings together with the release of the payment of the remainder of the Allocated Purchase Price all reasonable attorneys’ fees and costs incurred by the Buyers. 4.6 The Allocated Purchase Price of each Vessel Title Company and any other amounts due from the Buyers to the Sellers under this Agreement successful party or each MOA parties in connection therewith shall be paid by the Buyers unsuccessful party or parties to such proceeding. 3.4 Purchaser represents and warrants that Seller has received from Purchaser a final and executed copy of a binding written commitment from a third party (the Sellers “Committed Funds Letter”) to provide to Purchaser, at the Closing, funds in full without an amount sufficient for Purchaser to pay the aggregate amount of (x) the Purchase Price, plus the purchase price of the Purchased Assets set forth in Section 2.1 of the Asset Purchase Agreement, minus (y) the Deposit, plus (z) any set-off, counterclaim, deduction or withholding unless such right other expenses Purchaser is required to pay in connection with the Closing of set-off, counterclaim, deduction or withholding is specified the transactions contemplated in this Agreement and the Asset Purchase Agreement and to enable Purchaser to timely perform all of its obligations under this Agreement and the Asset Purchase Agreement. Purchaser represents and warrants that the Committed Funds Letter (i) is in full force and effect and is a legal, valid and binding obligation of Purchaser and the other party thereto, (ii) has not been amended, modified, withdrawn or rescinded in any respect, and (iii) is enforceable against Purchaser and the MOAother party thereto in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other applicable Laws. Purchaser acknowledges that its obligations under this Agreement and the Purchase Price and the purchase price for the Purchased Assets pursuant to the Asset Purchase Agreement upon Closing are not conditioned upon or subject to the availability of funds to Purchaser.

Purchase Price and Deposit. 4.1 (a) The total aggregate purchase price for all the Vessels is USD 980,000,000 Purchased Assets shall be Fifteen Million Dollars (United States Dollars Nine Hundred and Eighty Million$15,000,000) (the “Base Amount”), plus the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). At the Closing, Buyer shall (i) pay by wire transfer of immediately available funds the Base Amount minus the Deposit as provided in Section 3.2(b), and (ii) direct the Escrow Agent to disburse the Deposit to Seller. 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment b) Concurrently with Buyer’s delivery of this Agreement Euronav Agreement, Buyer shall pay on its own behalf and on behalf of deposit into a segregated account (the Acceding Buyers a deposit of “Escrow”) maintained by Seller’s outside legal counsel (the “Escrow Agent”) cash in immediately available funds by wire transfer in an amount equal to ten percent (10% (ten per cent%) of the Purchase PriceBase Amount (the “Initial Deposit”). If Buyer is declared the Successful Bidder or Next-Highest Bidder at the Auction, Buyer shall, if necessary, within one (1) Business Day of the close of the Auction, supplement the Initial Deposit such that Buyer’s deposit shall be equal to USD 98,000,000 an amount that is ten (United States Dollars Ninety Eight Million10%) percent of the Base Amount payable as part of the Successful Bid or Next-Highest Bid, as applicable (the “Supplemental Deposit,” and together with the Initial Deposit, the “Deposit”). Upon receipt of any portion of the Deposit, the Escrow Agent shall immediately place the Deposit into a non-interest-bearing escrow account. The Deposit shall become nonrefundable upon Seller’s valid termination of this Agreement pursuant to Section 8.1(c)(i) (a “Buyer Default Termination”). At the Closing, the Deposit shall be paid delivered to Seller and credited toward payment of the Escrow Bank as follows: Purchase Price. In the event the Deposit becomes non-refundable by reason of a Buyer Default Termination and Seller is not then in material Default of this Agreement, (i) Euronav Escrow Agent shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) immediately disburse the Deposit to Seller to be retained by Seller for Seller’s own account as liquidated damages in respect of Buyer’s breach, which shall constitute the Escrow Bank no later than 17 January 2014sole and exclusive remedy of Seller in the event of a Buyer Default Termination in lieu of all other rights and remedies that Seller may have against Buyer or any Buyer Related Party at law; provided, 1700 hours London time however, that the foregoing shall not limit any Person’s obligations under the Confidentiality Agreement, and (ii) following confirmation of receipt of USD 88,000,000 by Buyer and Seller shall execute any joint instructions reasonably necessary to permit the Escrow Bank Agent to make such disbursement. The parties agree that the SellersDeposit is a reasonable estimate of Seller’s damages in the event of a Buyer Default Termination and Seller is not then in material Default of this Agreement. Except for a Buyer Default Termination, the Sellers shall transfer USD 10,000,000 if this Agreement is terminated other than pursuant to Section 8.1(c)(i), Escrow Agent, upon five (United States Dollars Ten Million5) days’ written notice to the Escrow Bank Agent and Seller of Buyer’s request to disburse the Deposit, shall pay the Deposit to Buyer and, at Buyer’s request, Buyer and Seller shall execute any joint instructions reasonably necessary to permit the Escrow Agent to make such disbursement. (being c) Notwithstanding anything in this Agreement to the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit contrary, Buyer and any other Person who has any obligation to withhold or deduct from any consideration payable or otherwise deliverable pursuant to this Agreement shall be placed entitled to withhold and deduct such amounts as Escrow Funds with Buyer or such other Person is required to deduct and withhold therefrom under the Escrow Bank and held by it in an account in Code or any provision of state, local or foreign Law; provided, however, that Buyer shall notify Seller at least two (2) Business Days before the name Closing Date of any such required withholding. To the Sellers in accordance with an Escrow extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement between as having been paid to the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance Person in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery which such deduction and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyerswithholding were made. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price Purchase Price to be paid by Optionee for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “Purchase Price”). 4.2 The allocated purchase price for each Premises shall be determined in accordance with Section 4 of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Agreement. The Purchase Price, equal subject to USD 98,000,000 adjustment as provided herein, shall be payable as follows: (United States Dollars Ninety Eight Millioni) (the “Deposit”). The Deposit shall be paid to deposited with the Escrow Bank as follows: Agent in accordance with Section 3 of the Agreement and the further terms of this Section 3 of this Exhibit C. (ia) Euronav The Deposit shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 be held in an interest bearing account in a bank selected by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 Agent (United States Dollars Ten Million) to it being agreed that the Escrow Bank (being Agent shall not be liable for the amount that of interest which accrues thereon or for the Sellers have received solvency of such bank), and shall be applied in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name Section 3 of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest Exhibit C. Any interest accruing on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 distributed to the Escrow Bank on delivery of party that receives the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery Deposit in accordance with the terms of this Agreement and Exhibit C; provided, that if Optionor receives the relevant MOADeposit, any interest accrued thereon shall be credited against the Purchase Price. The Buyers party receiving such interest shall then pay any income taxes thereon. (b) If the Purchase Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Deposit (including any interest that shall have accrued thereon), the Escrow Agent shall promptly give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment or delivery, which objection shall state the reasons the party objects to the proposed payment or delivery (and a copy of which shall be sent to the other party), within ten (10) Business Days after the giving of such notice, the Escrow Agent is hereby irrevocably authorized and directed to make such payment or delivery. If the Escrow Agent does receive such written objection within such ten (10) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment or delivery, the Escrow Agent shall continue to hold the Deposit (together with all interest that shall have accrued thereon), until directed by joint written instructions from Optionor and Optionee or as directed pursuant to a final judgment of a court of competent jurisdiction. (c) The Escrow Agent shall act as escrow agent without charge as an accommodation to the parties, it being understood and agreed that the Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith or pursuant to a court order, or for any mistake of fact or law, unless caused or created as the result of the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document reasonably believed by the Escrow Agent to be genuine, and it shall be released and exculpated from all liability by Optionor and Optionee, except in the case of gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent may assume that any person purporting to give it notice on behalf of any party in accordance with the provisions of Section 9 of the Agreement. The sole responsibility of the Escrow Agent hereunder shall be to hold and disburse the Deposit, together with all interest that shall have accrued thereon, in accordance with the provisions of this Section 3. (d) The Escrow Agent shall not be liable for and Optionor and Optionee shall indemnify, jointly and severally, the Escrow Agent for, and to hold the Escrow Agent harmless against any loss, liability or expense, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of any dispute hereunder, including the cost and expense of defending itself against any claim arising hereunder, unless the same is caused by the gross negligence or willful misconduct of the Escrow Agent. (e) The Escrow Agent may, on notice to Optionor and Optionee, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, without limitation, the delivery of the Vessel promptly but not later than 3 (three) Banking Days after Deposit, together with all interest that shall have accrued thereon, to a new escrow agent designated by Optionor and Optionee or in the date that event any such termination upon or during any dispute between Optionor and Optionee, to a court of competent jurisdiction and the Notice commencement of Readiness has been givenan action for interpleader. The Allocated Deposit costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by the Escrow Agent in commencing such an action and in making such delivery shall be borne by whichever of the parties is the non- prevailing party. Upon the taking by the Escrow Agent of such action, the Escrow Agent shall be released from the Escrow Funds all duties and responsibilities hereunder. (f) Any notices to Optionor or Optionee shall be delivered in accordance with Clause 4.3 and paid the provisions of Section 9 of the Agreement. Any notices to the Sellers for the relevant Vessel, and the Buyers and Sellers Escrow Agent shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously be delivered in accordance with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers Section 9 to the Sellers under this Agreement or each MOA following address(es): (ii) On the Purchase Closing Date, (a) the Deposit (together with any interest accrued thereon) shall be paid by the Buyers Escrow Agent to Optionor by wire transfer of immediately available federal funds to an account or accounts designated by Optionor to the Sellers Escrow Agent within one (1) Business Day prior to the scheduled Purchase Closing Date, and (b) Optionee shall pay by wire transfer of immediately available federal funds to an account or accounts designated by Optionor to Optionee within one (1) Business Day prior to the scheduled Purchase Closing Date, the Purchase Price, as adjusted in full without any set-offaccordance with Section 7 of this Exhibit C, counterclaimless the Deposit (such amount, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA“Balance”).

Purchase Price and Deposit. 4.1 (a) The total purchase price ("Purchase Price") to be paid by Purchaser at Closing for all the Vessels Property is USD 980,000,000 SIXTY TWO MILLION SIX HUNDRED THOUSAND DOLLARS (United States Dollars Nine Hundred $62,600,000), subject to adjustments and Eighty Million) prorations as set forth in this Contract. In the event Purchaser elects to assume the outstanding principal balance plus accrued and unpaid interest and exit fees on the existing indebtedness to Starwood Financial Trust and others (the “"Existing Debt") on the Property the amount of the Existing Debt shall be credited against the Purchase Price”)Price at Closing. 4.2 The allocated purchase price for each of (b) At the Vessels is set out in Appendix 2 Closing, the Title Company (eachas hereinafter defined) shall deliver the Deposit, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers as hereinafter defined, as a deposit of 10% (ten per cent) of credit against the Purchase Price, equal to USD 98,000,000 (Seller in immediately available funds and in lawful money of the United States Dollars Ninety Eight Millionof America and the balance of Purchase Price, as such amount shall be adjusted for closing costs and prorations as set forth herein, shall be paid to Seller in cash or in immediately available wire transfer funds in lawful money of the United States of America. (c) At Purchaser's option and expense, and subject to agreement by the applicable lenders, at Closing Purchaser may assume any or all of the Existing Debt in which event Purchaser shall enter into an assumption agreement and/or other appropriate instruments with such lender(s) which shall provide in part for: (i) the full and complete release of Seller and any guarantors of the Existing Debt and from any and all obligations or liabilities under the portion of the Existing Debt assumed by Purchaser. If the Existing Debt is not assumed by Purchaser, Purchaser shall instruct the Title Company (as hereinafter defined) to cause the Existing Debt to be satisfied and discharged from the Purchase Price. (i) Not later than 5:00 PM EST on the second business day following Purchaser's receipt of a facsimile counterpart of this Contract signed by Seller and Indemnitors (with each page intialed), Purchaser shall deliver to First American Title Insurance Company, 0000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000 (the "Title Company") by wire transfer the amount of THREE MILLION DOLLARS ($3,000,000) ("Deposit"), which Deposit shall be held in escrow pursuant to the “Deposit”)terms of an escrow agreement substantially and in all material respects in the form attached hereto at Exhibit "E" and delivered by ----------- Title Company in accordance with the provisions of this Contract. The Deposit shall be paid invested by Title Company in an interest-bearing account in a federally insured financial institution acceptable to Purchaser and Seller. In the Escrow Bank as follows: (i) Euronav event that Purchaser shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) fail to deliver the Escrow Bank no later than 17 January 2014Deposit, 1700 hours London time and then Purchaser shall not be deemed in breach hereof, but, rather, this Contract shall be deemed void. (ii) following confirmation In the event the Closing has not occurred on or before February 26, 2001, and Seller has not consummated the sale of the portion of Seller's Other Property (as that term is defined below) that contains the Edison Technology Center, Purchaser shall, at Seller's option, instruct the Title Company to release SIX HUNDRED SIXTY THOUSAND DOLLARS ($660,000.00) from the Deposit to Seller on the condition that Seller has first delivered to the Title Company (x) a written consent from the holder(s) of the Existing Debt authorizing the release of this money to Seller and agreeing to release the Property from its encumbrancing documents upon receipt of USD 88,000,000 the balance of the net sale proceeds due to Seller at the Closing and (y) executed counterparts of all documents required to be signed by the Escrow Bank to the SellersSeller, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Trust Parties and the relevant part Indemnitors at Closing (and where appropriate, witnessed, notarized and/or in recordable form) together with written irrevocable escrow instructions approved by Purchaser for the Title Company to hold the same in escrow and record (where appropriate) and deliver the same to Purchaser upon (A) execution and delivery of all the documents required to be signed by Purchaser at Closing and (B) payment of the balance of the Purchase Price due at Closing. In the event any of the Deposit is released to Seller but the Closing does not occur due to a default by Seller, Seller, the Trust Parties and the Indemnitors all jointly and severally agree to immediately pay to Purchaser (being 10% or re-deposit the money with the Title Company if Seller disputes Purchaser's entitlement to the same) the Deposit released to Seller together with (ten a) interest at the lesser of eighteen percent (18%) per centannum or the highest rate allowed by law and (b) all costs incurred by Seller in such collection efforts, including, without limitation, attorney's fees and court costs. (e) Purchaser anticipates that residual value insurance will be required in connection with its financing of the Allocated Property and has budgeted One Million Dollars ($1,000,000) in connection with its costs in obtaining such residual value insurance. In the event that residual value insurance is not obtained by Purchaser, then the Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel increased by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the BuyersOne Million Dollars ($1,000,000). 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price for all (a) In consideration of the Vessels is USD 980,000,000 transfer to Buyer of the Shares, and in accordance with this Agreement, Buyer shall pay to Sellers ONE HUNDRED SEVENTY-FIVE MILLION AND 00/100 DOLLARS (United States Dollars Nine Hundred and Eighty Million) $175,000,000.00), in the aggregate (the “Purchase Price”), as adjusted pursuant to the terms of this Agreement, including without limitation Section 1.3, Section 1.4 and Section 1.5 hereof. 4.2 The allocated purchase price for each (b) Concurrently with the execution of this Agreement, Buyer shall make a deposit with AmSouth Bank (“Escrow Agent”) in the amount of Fifteen Million Dollars ($15,000,000), to be held by Escrow Agent as the “Deposit” pursuant to the terms of the Vessels Escrow Agreement and this Agreement. The Deposit shall be considered exxxxxx money (as that term is defined in La. Civ. Code art. 2624), but as more specifically set out in Appendix 2 (each, an “Allocated Purchase Price”)forth hereinbelow. All fees payable to the Escrow Agent under the Escrow Agreement shall be borne and paid one-half by Buyer and one-half by Sellers. 4.3 As security for (c) If the correct fulfilment of transactions contemplated by this Agreement Euronav are consummated, then the Deposit and any interest earned thereon shall pay on its own behalf be distributed to Sellers and on behalf shall be considered as payment of the Acceding Buyers a deposit of 10% (ten per cent) portion of the Purchase Price, equal and the Purchase Price payable by Buyer at Closing shall be reduced by the amount of the Deposit and any interest earned thereon. (d) If (i) all conditions precedent to USD 98,000,000 the obligations of Buyer set forth in Article VII have been met and neither Sellers nor WRI are in material breach of any provisions of this Agreement; and (United States Dollars Ninety Eight Millionii) the transactions contemplated by this Agreement are not consummated solely because the conditions to Sellers’ obligation to close set forth in Section 8.1 and Section 8.2 of this Agreement are not satisfied as of the Closing Date; then the Sellers shall have the option to terminate this Agreement pursuant to Section 11.1(c) and be paid the Deposit and any interest earned thereon as liquidated damages as their sole and exclusive remedy; and such payment to Sellers (the “Deposit”). The Deposit i) shall be paid to Sellers in accordance with the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) pro rata portion of the Purchase Price that would have been payable to the Escrow Bank no later than 17 January 2014each Seller, 1700 hours London time and (ii) following confirmation shall constitute full and complete satisfaction of receipt any and all damages Sellers may have as a result of USD 88,000,000 by the Escrow Bank to the transactions not being consummated in accordance with this Agreement. WRI, on behalf of Sellers, the Sellers and Buyer shall transfer USD 10,000,000 (United States Dollars Ten Million) execute and deliver joint written instructions to the Escrow Bank Agent to accomplish the foregoing. (being e) If (i) all conditions precedent to the amount that obligations of Sellers set forth in Article VIII have been met and Buyer is not in material breach of any provisions of this Agreement; and (ii) the transactions contemplated by this Agreement are not consummated solely because the conditions to Buyer’s obligation to close set forth in Section 7.2 and Section 7.3 of this Agreement are not satisfied as of the Closing Date and Sellers have received willfully and materially breached their covenants and agreements hereunder; then Buyer shall have the option to terminate this Agreement pursuant to Section 11.1(b) and as its sole remedy have the Deposit any interest earned thereon returned to Buyer, plus have WRI pay (and WRI and Sellers shall be shall be obligated in solido to pay) to Buyer an additional amount equal to the Deposit; and such remedy shall constitute full and complete satisfaction of any and all damages Buyer may have as a result of the transactions not being consummated in accordance with the Letter this Agreement. (f) (the “Deposit Date”If this Agreement is terminated under any circumstance other than as described in Section 1.2(d) or Section 1.2(e). This Deposit , then Buyer shall be placed as Escrow Funds with entitled to the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part delivery of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vesseland any interest earned thereon, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges any claims by way Sellers with respect thereto. In such event, WRI, on behalf of conditional payments using SWIFT messages MT202 Sellers, and MT199 Buyer shall execute and deliver joint written instructions to the Escrow Bank on delivery of Agent to accomplish the relevant Vessel orforegoing. Buyer, subject WRI and Sellers shall thereupon have the rights and obligations set forth in Section 11.2. (g) At Closing, Buyer shall deliver to Escrow Agent in cash in immediately available funds by wire transfer (a) the Purchase Price, adjusted as set forth in Section 1.3 and Section 1.4, less the Deposit (and any interest earned thereon) and less the Warranties Escrow, the Title/Environmental Escrow and the WC Adjustment Escrow, to be disbursed at Closing to the consent Sellers as shall be directed in writing by WRI on behalf of Sellers, (b) the Buyers’ financing bank, 1 (one) Banking Day prior Warranties Escrow for the Escrow Agent to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of hold pursuant to this Agreement and the relevant MOA. The Buyers shall then take delivery of Post-Closing Escrow Agreement, (c) the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from WC Adjustment Escrow for the Escrow Funds in accordance with Clause 4.3 Agent to hold pursuant to this Agreement and paid to the Sellers WC Adjustment Escrow Agreement, and (d) the Title/Environmental Escrow for the relevant Vessel, Escrow Agent to hold pursuant to this Agreement and the Buyers and Sellers shall jointly instruct the Title/Environmental Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the BuyersAgreement. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

Purchase Price and Deposit. 4.1 The total purchase price Base Purchase Price for each Property is set forth in the Seller Information Schedule, and shall be reduced by the Lender Fees applicable to such Property in accordance with a statement from the applicable Lender (for each such Property that Property's "Purchase Price"). The Purchase Price for each Property shall be paid as follows: 2.2.1 On the Effective Date, Purchaser shall deliver to Xxxxxxx Title Guaranty Company, c/o Xxxxx Xxxxxx, National Commercial Closing Specialist, 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, 000-000-0000 ("Escrow Agent" or "Title Insurer"), with accompanying investment instructions to Escrow Agent pursuant to Section 2.3.1, an initial aggregate deposit for all of the Vessels is USD 980,000,000 Properties (United States Dollars Nine Hundred the "Initial Deposit") of $300,000.00 by wire transfer of immediately available funds ("Good Funds"). The Initial Deposit shall be held and Eighty Milliondisbursed in accordance with the escrow provisions set forth in Section 2.3 and the other applicable provisions of this Contract. Except only as specifically and expressly otherwise set forth in this Contract, the sum of $50,000 of the Initial Deposit (the "Non-Refundable Portion") (i) is non-refundable to Purchaser and (ii) shall be delivered to Sellers upon the “Purchase Price”)expiration or termination of this Contract. The Initial Deposit and Non-Refundable Portion thereof shall be allocated among the Sellers of the Properties pursuant to the Applicable Share attributable to each of their respective Properties. 4.2 2.2.2 On the day that the Feasibility Period expires, Purchaser shall deliver to Escrow Agent an additional aggregate deposit (the "Additional Deposit") of $300,000.00 by wire by transfer of Good Funds. The Additional Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3 and the other applicable provisions of this Contract. The Additional Deposit shall be allocated purchase price for among the Sellers of the Properties pursuant to the Applicable Share attributable to each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”)their respective Properties. 4.3 As security 2.2.3 Sellers and Purchaser agree that the amount of $100.00 (the "Independent Contract Consideration") has been paid by Purchaser to Seller concurrently with the deposit into escrow of the Deposit, as consideration for the correct fulfilment Sellers' execution and delivery of this Agreement Euronav shall pay on its own behalf Contract and on behalf for Purchaser's rights of review, inspection and termination provided in Article III hereof. The Independent Contract Consideration is independent of any other consideration or payment provided for in this Contract and, notwithstanding anything to the Acceding Buyers a deposit of 10% (ten per cent) contrary herein, is non-refundable in all events whatsoever. 2.2.4 The balance of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit Price for each Property shall be paid to the and received by Escrow Bank as follows: (i) Euronav shall Agent by wire transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank of Good Funds no later than 17 January 201411:00 a.m. (in the time zone in which Escrow Agent is located) on the Closing Date (or, 1700 hours London time if required by any Seller's lender, the Business Day before the Closing Date). 2.2.5 The allocations of Base Purchase Prices for the Properties set forth on the Seller Information Schedule have been established by Purchaser, and (ii) following confirmation of receipt of USD 88,000,000 by Sellers have not, in any way, influenced such allocations among the Escrow Bank Properties. 2.2.6 With respect to the SellersNon-Refundable Portion, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount and Purchaser hereby acknowledge and agree that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed Non-Refundable Portion is non-refundable to Purchaser if Purchaser terminates this Contract for any reason, other than as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise expressly provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the DepositSections 3.4.2, if any3.5.1, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers4.3(a), 10.2, 11.1, 12.1. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.