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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 7, 2024 (June 5, 2024)
DORIAN LPG LTD. |
(Exact name of registrant as specified in its charter) |
|
Republic of the Marshall Islands |
001-36437 |
66-0818228 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS employer identification no.) |
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c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut |
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06902 |
(Address of principal executive offices) |
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(Zip Code) |
(Registrant's telephone number, including area
code): (203) 674-9900
(Former Name or Former Address, if Changed Since
Last Report): None
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, par value $0.01 per share |
LPG |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive
Agreement
On
June 5, 2024, Dorian LPG Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Jefferies LLC, as representative of the several underwriters named therein (the “Underwriters”) in connection with an
offering (the “Offering”) of shares of its common stock, par value $0.01 per share (the “Common Stock”). Pursuant
to the Underwriting Agreement, the Company agreed to sell to the Underwriters an aggregate of 2,000,000 shares (the “Shares”) of Common Stock at a purchase price of $42.275 per share (the “Purchase
Price”), which reflects a price to the public has of $44.50 per share less underwriting discounts and commissions of $2.225 per
share. In connection with this offering, the Company has granted the Underwriters a 30-day option to purchase up to an additional 300,000
shares of Common Stock at a price per share equal to the Purchase Price.
The
Company has registered the Offering under the Securities Act of 1933 (the “Securities Act”) as part of its registration statement on Form S-3 (No. 333-266588)
filed with the U.S. and Securities Exchange Commission (“SEC”) on August 5, 2022 and became effective of August 22, 2022, and a related prospectus included
in the Registration Statement, as supplemented by a preliminary prospectus supplement dated June 5, 2024 and a final prospectus supplement
dated June 5, 2024.
The Company received net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering
expenses payable by the Company, of approximately $84.5 million. The Company intends to use the net proceeds from the Offering for general
corporate purposes.
The
Underwriting Agreement contains customary representations and warranties, conditions to closing, indemnification rights and obligations
of the parties. The closing of the offering occurred and the delivery of the shares was made on June 7, 2024.
The
foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting
Agreement, which is attached as Exhibit 1.1 and is incorporated herein by reference.
Seward & Kissel LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Common Stock in the
Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
June 5, 2024 and June 6, 2024, the Company issued press releases with respect to the launch and pricing, respectively, of the
Offering. A copy of the launch press release is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference. A copy of the pricing press release is furnished herewith as Exhibit 99.2 and is incorporated herein
by reference.
In accordance with General
Instruction B.2 to Form 8-K, the information under this Item 7.01 and the Press Release shall be deemed to be "furnished"
to the SEC and not be deemed to be "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
June 7, 2024 |
|
DORIAN LPG LTD. |
|
|
(registrant) |
|
|
|
|
By: |
/s/ Theodore B. Young |
|
|
Theodore B. Young |
|
|
Chief Financial Officer |
Exhibit 1.1
2,000,000 Shares of Common Stock, par value
$0.01, of
Dorian LPG Ltd.
UNDERWRITING AGREEMENT
June 5, 2024
JEFFERIES LLC
As Representative of the several Underwriters
c/o JEFFERIES LLC
520 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Introductory. Dorian LPG Ltd., a Marshall
Islands corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A
(the “Underwriters”) an aggregate of 2,000,000 shares of its common stock, par value $0.01 per share (the “Shares”).
The 2,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to
the Underwriters an option to purchase up to an additional 300,000 Shares as provided in Section 2. The additional 300,000 Shares
to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and,
if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies
LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”)
in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule
A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall
mean either the singular or the plural, as the context requires.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-266588,
including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the
Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form
in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively,
the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any
information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called
the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under
the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration
Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term
“Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement
dated June 5, 2024 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”),
together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other
prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used
prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.”
As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus that describes
the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus,
in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters
by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act. References herein to the Preliminary
Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components
of such prospectus. As used herein, “Applicable Time” is 6:45 p.m. (New York City time) on June 5, 2024.
As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and
“Time of Sale Prospectus” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable
Time, together with the free writing prospectuses, if any, identified in Schedule C hereto and the pricing information set forth
in Schedule C hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under
the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as
defined in Rule 405 under the Securities Act). As used herein, “Marketing Materials” means any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares,
including any roadshow or investor presentations made to investors by the Company (whether in person or electronically).
All references in this Agreement to the Registration
Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents
incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules
and other information which are “contained,” “included” or “stated” in, or “part of” the
Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the
Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and include
all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration
Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus,
the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the
Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the
Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated
by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus,
as the case may be. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include
any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the
offering of the Offered Shares as contemplated by Section 3(n) of this Agreement.
The Company hereby confirms its agreements with
the Underwriters as follows:
Section 1. Representations
and Warranties.
The Company hereby represents, warrants and covenants
to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing
Date (as hereinafter defined), if any, as follows:
(a) Compliance
with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities
Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental
information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such
purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At
the time the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 (the “Annual Report”)
was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company
met the then-applicable requirements for use of Form S-3 under the Securities Act. The Company is an “experienced issuer”,
as defined in FINRA Conduct Rule 5110. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, or became
effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the
Exchange Act.
(b) Disclosure.
Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy
thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration Statement
and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects
with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus
(including any preliminary prospectus wrapper) did not, and at the First Closing Date (as defined in Section 2) and at each
applicable Option Closing Date (as defined in Section 2), will not, contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Prospectus (including any Prospectus wrapper), as of its date, did not, and at the First Closing Date and at each applicable Option
Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set
forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective
amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representative expressly
for use therein, it being understood and agreed that the only such information consists of the information described in Section 9(b) below.
There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as
an exhibit to the Registration Statement which have not been described or filed as required.
(c) Free
Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the
Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered
Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to
file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the
requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material
respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission, retention and legending,
as applicable, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public
offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus unless such information has
been superseded or modified as of such time. Except for the free writing prospectuses, if any, identified in Schedule C, and electronic
road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior
written consent, prepare, use or refer to, any free writing prospectus. Each Road Show, when considered together with the Time of Sale
Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Distribution
of Offering Material By the Company. Prior to the later of (i) the expiration or termination of the option granted to the
several Underwriters in Section 2 and (ii) the completion of the Underwriters’ distribution of the Offered Shares,
the Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered
Shares other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any free writing prospectus reviewed and
consented to by the Representatives, the free writing prospectuses, if any, identified on Schedule C hereto.
(e) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(f) Authorization
of the Offered Shares. The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when
issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable,
and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights
to subscribe for or purchase the Offered Shares.
(g) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except
for such rights as have been duly waived.
(h) No
Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the
Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material
adverse change, in (A) the condition, financial or otherwise, or in the earnings, business, properties, operations, operating results,
assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as one entity or (B) the ability of the Company to consummate the transactions contemplated by this Agreement
or perform its obligations hereunder (any such change being referred to herein as a “Material Adverse Change”), (ii) the
Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent,
including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other
calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that
are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, and have not entered into
any transactions not in the ordinary course of business; and (iii) there has not been any material decrease in the capital stock
or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend
or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries,
by any of the Company’s subsidiaries on any class of capital stock, or any repurchase or redemption by the Company or any of its
subsidiaries of any class of capital stock.
(i) Independent
Accountants. Deloitte Certified Public Accountants S.A., which has expressed its opinion with respect to the financial statements
(which term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement,
the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm as required by the Securities Act,
the Exchange Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”).
(j) Financial
Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus
and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and
the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements
have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent
basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called
for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus
or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus
under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the
audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures
contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP
financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation
G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable.
(k) Company’s
Accounting System. The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of
internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and
(v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,
the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in
accordance with the Commission’s rules and guidelines applicable thereto.
(l) Disclosure
Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established
and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are
designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s
principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which
the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for
effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to
perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have
been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not
remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in
its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(m) Incorporation
and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into
and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in
good standing in the Republic of the Marshall Islands and each other jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business.
(n) Subsidiaries.
Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities
Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability
company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization (where such concept is
legally relevant) and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to have been duly
organized, to be validly existing, to be in good standing or to have such power and authority would not be reasonably be expected to cause
a Material Adverse Change. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited
liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding capital stock
or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation
of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the
subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization
and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity
other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2024, other than subsidiaries that do not qualify as “significant subsidiaries” and its 50% equity interest
in Helios LPG Pool LLC (the “Helios LPG Pool”).
(o) Capitalization
and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration
Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances,
if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares) conform in all material respects
to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares, and 50% of the equity interests
in the Helios LPG Pool, have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance
with all federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of
first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options,
warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable
or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement,
the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans
or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus
and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options
and rights, in all material respects.
(p) Stock
Exchange Listing. The Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed
on the New York Stock Exchange (the “NYSE”), and the Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Shares under the Exchange Act or delisting the Shares from the NYSE, nor has the Company
received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. To the Company’s
knowledge, it is in compliance with all applicable listing requirements of the NYSE.
(q) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable,
or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture,
loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge
agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness)
to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective
properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance
of this Agreement, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus
and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares
as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”)
(i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter
or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary,
(ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under,
or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of
any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except, in
the cases of clauses (ii) and (iii), as could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental
or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation
of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such
as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under
applicable state securities or blue sky laws or FINRA. As used herein, a “Debt Repayment Triggering Event” means any
event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or any of its subsidiaries.
(r) Compliance
with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations,
except where failure to be so in compliance could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Change.
(s) No
Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal
or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries
or the Helios LPG Pool, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier,
manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which are
likely to result in a Material Adverse Change.
(t) Intellectual
Property Rights. The Company and its subsidiaries own or possess all inventions, patent applications, patents, trademarks
(both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described
in the Registration Statement, the Time of Sale Prospectus or the Prospectus and as being owned or licensed by any of them or which is
necessary for the conduct of, or material to, any of their respective businesses (collectively, the “Intellectual Property”),
and the Company is unaware of any claim to the contrary or any challenge by any other person to the rights of the Company or any of its
subsidiaries with respect to the Intellectual Property; neither the Company nor any of its subsidiaries has infringed or is infringing
the intellectual property of a third party, and neither the Company nor any subsidiary has received notice of a claim by a third party
to the contrary.
(u) All
Necessary Permits, etc. Except as disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus, or as
would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change, the Company and its subsidiaries
possess such valid and current licenses, certificates, authorizations, approvals, consents or permits required by state, federal or foreign
regulatory agencies or bodies to conduct their respective businesses as currently conducted and as described in the Registration Statement,
the Time of Sale Prospectus or the Prospectus (“Permits”). Neither the Company nor any of its subsidiaries is in violation
of, or in default under, any of the Permits or has received any notice of proceedings relating to the revocation or modification of, or
non-compliance with, any such certificate, authorization or permit, except in each case where the absence of such Permit could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and each of its subsidiaries has filed,
obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or
amendments as required by any Permits and that all such reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments were timely, complete, correct and not misleading on the date filed (or were corrected or supplemented by
a subsequent submission), except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Change.
(v) Title
to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other
assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement,
the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances,
equities, adverse claims and other defects and the real property, improvements, equipment and personal property held under lease by the
Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially
interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company
or such subsidiary, except in each case where the absence of such Permit could not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Change.
(w) Tax
Law Compliance. The Company and its subsidiaries have filed all material federal, state and foreign income and franchise tax returns
or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any
related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate
proceedings. The Company has made required charges, accruals and reserves in the applicable financial statements referred to in Section 1(j) above
in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or
any of its subsidiaries has not been finally determined.
(x) Insurance.
The Company and its subsidiaries have insurance (which term shall include P&I clubs) covering
their respective properties, operations, personnel and businesses, including loss of hire interruption insurance, which insurance is in
amounts and insures against such losses and risks as are customary for companies engaged in similar businesses in similar industries;
and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to
believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
at reasonable cost from similar insurers as may be necessary to continue its business.
(y) Compliance
with Environmental Laws. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Change: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute,
law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without
limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”); (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements; (iii) there are no pending or threatened administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any of its subsidiaries; and (iv) there are no events or circumstances that
might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private
party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.
(z) Periodic
Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts a periodic review of
the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which
it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the Company’s attention
that could result in costs or liabilities that could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Change.
(aa) ERISA Compliance.
Except in each case as would not, individually or in the aggregate, cause a Material Adverse
Change, each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for
employees or former employees of the Company and its affiliates has been maintained in compliance with its terms and the requirements
of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986,
as amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975
of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption;
and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated
funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value
of the assets of each such plan exceeds the present value of all benefits accrued under such plan (determined based on those assumptions
used to fund such plan).
(bb) Company
Not an “Investment Company.” The Company is not, and will not be, either after receipt of payment for the Offered
Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement,
the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
(cc) No
Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of its subsidiaries has taken,
directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Shares
or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”))
with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which
would directly or indirectly violate Regulation M.
(dd) Related-Party
Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries
or any other person required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that have not
been described as required.
(ee) FINRA
Matters. To the Company’s knowledge, all of the information provided to the Underwriters or to counsel for the Underwriters
by the Company, its counsel, its officers and directors in connection with the offering of the Offered Shares is true, complete, correct
and compliant with FINRA’s rules in all material respects and any letters, filings or other supplemental information provided
to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct in all material respects.
(ff) Parties
to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A
(the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists
under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or
executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such
person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute
and deliver to Jefferies a Lock-up Agreement.
(gg) Statistical
and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Time
of Sale Prospectus or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes to be
reliable and accurate. To the extent required, the Company has obtained the written consent to the use of such data from such sources.
(hh) Sarbanes-Oxley
Act. There is, and has been, no failure on the part of the Company or any of the Company’s directors or officers, in their
capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations
promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.
(ii) No
Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the best of the Company’s
knowledge, any employee or agent of the Company or any subsidiary or the Helios LPG Pool, has made any contribution or other payment to
any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed
in the Registration Statement, the Time of Sale Prospectus or the Prospectus.
(jj) Anti-Corruption
and Anti-Bribery Laws. Neither the Company, nor any of its subsidiaries nor any director, officer, or employee of the Company
or any of its subsidiaries, nor to the knowledge of the Company, the Helios LPG Pool or any agent, affiliate or other person acting on
behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries
or the Helios LPG Pool, (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or
indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or
controlled entity or public international organization, or any political party, party official, or candidate for political office; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the
UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or
taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The
Company and its subsidiaries and, to the knowledge of the Company, the Helios LPG Pool and its subsidiaries have conducted their respective
businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith. Neither the Company nor any of its subsidiaries will use, directly or
indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws.
(kk) Money
Laundering Laws. The operations of the Company and its subsidiaries and, to the Company’s knowledge, the Helios LPG Pool,
are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and
regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries and, to the Company’s
knowledge, the Helios LPG Pool, with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(ll) Sanctions.
Neither the Company, nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, the Helios
Pool LPG or any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or
the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Department of State (and including, without limitation, by virtue of the designation
as a “specially designated national” or “blocked person”), the United Nations Security Council, the European
Union, His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”);
nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target
of Sanctions, including, without limitation, Crimea, and the non-government controlled areas of Zaporizhzhia and Kherson regions of Ukraine,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria;
and the Company will not, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or
business with any person, or in any country or territory, that at the time of such financing, is the subject or the target of Sanctions
or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as
underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company and its subsidiaries have not
knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person, country or territory that at the
time of the dealing or transaction is or was the subject or the target of Sanctions.
(mm) Brokers.
Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage
or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.
(nn) Forward-Looking
Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A
of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or
the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company
of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary
statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.
No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.
(oo) No
Outstanding Loans or Other Extensions of Credit. The Company does not have any outstanding extension of credit, in the form of
a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit
as are expressly permitted by Section 13(k) of the Exchange Act.
(pp) Cybersecurity.
The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases, including any of the foregoing offered as services by third parties (collectively, “IT
Systems”) are reasonably adequate for, and operate and perform in all respects as required in connection with the operation
of the business of the Company and its subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of
all vulnerabilities, material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have implemented
and maintained all reasonably appropriate physical, technical and administrative controls, policies, procedures, and safeguards to maintain
and protect the confidentiality, integrity, availability, privacy and security of Personal Data (defined below) and all sensitive, confidential
or regulated data of the Company or maintained by the Company on behalf of third parties (“Confidential Data”) used
or maintained in connection with their businesses and Personal Data (defined below), and the integrity, availability continuous operation,
redundancy and security of all IT Systems. “Personal Data” means (i) a natural person’s name, street address,
telephone number, e-mail address, passwords, photograph, social security number or tax identification number, driver’s license number,
passport number, credit card number, bank information, or customer or account number; (ii) information that identifies, relates to,
or may reasonably be used to identify an individual; (iii) any information regarding an individual’s medical history, mental
or physical condition, or medical treatment or diagnosis by a health care professional; (iv) an individual’s health insurance
policy number or subscriber identification number, any unique identifier used by a health insurer to identify the individual, or any information
in an individual’s application and claims history; (v) any information which would qualify as “protected health information”
under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and
Clinical Health Act (collectively, “HIPAA”); (vi) any information which would qualify as “personal data,”
“personal information” (or similar term) under the Privacy Laws; and (vii) any other piece of information that alone,
or combined with other information, allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any data related to an identified person’s health or sexual orientation. There have been no actual or likely breaches,
violations, material vulnerabilities, outages or unauthorized uses of or accesses to same nor any incidents under internal review or investigations
relating to the same, including without limitation, with respect to IT Systems and Confidential Data or, to the knowledge of the Company,
any third party service providers of the Company, except as could not reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Change. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all
judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the Processing (as defined below), privacy and security of Confidential Data, the privacy and security
of IT Systems and the protection of such IT Systems and Confidential Data from unauthorized use, access, misappropriation or modification,
except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
(qq) Compliance
with Data Privacy Laws. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Change, the Company and its subsidiaries are, and at all prior times were, in compliance with all applicable state and federal
data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any
other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation
HIPAA, the California Consumer Privacy Act (“CCPA”) and any other state laws regarding Personal Data, the European
Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR (collectively, the “Privacy
Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all
appropriate steps necessary to ensure compliance with their policies, procedures, statements and representations relating to data privacy
and security, and the Processing of Confidential Data (the “Privacy Statements”). The Company and its subsidiaries
have at all times since inception provided accurate notice of its Privacy Statements then in effect to its customers, employees, third
party vendors and representatives. Each of the Privacy Statements provide accurate, complete and sufficient notice of the Company’s
and its subsidiaries’ then-current privacy practices and Processing relating to its subject matter and such Policies do not contain
any misrepresentations or omissions. The Company and its subsidiaries since inception have at all times made all disclosures to users
and customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in
any Privacy Statement have been inaccurate, misleading, incomplete or in violation of any applicable laws and regulatory rules or
requirements, including without limitation, any Privacy Laws, except as would not be reasonably be expected to cause a Material Adverse
Change. The execution, delivery and performance of this Agreement or any other agreement specifically referred to in this Agreement, and
any transactions or Processing known or contemplated after the execution of this Agreement, will not result in a breach or violation of
any agreement, Privacy Laws or Privacy Statements, or require any additional notices, consents, licenses or permissions, except as would
not be reasonably be expected to cause a Material Adverse Change. The Company further certifies that neither it nor any subsidiary: (i) has
received notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual
or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and
has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting
or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract;
or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law, except as
would not be reasonably expected to cause a Material Adverse Change.
(rr) No
Contract Terminations. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus
or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, or any document
incorporated by reference therein, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries
or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has
not been rescinded as of the date hereof, in each case, other than as is disclosed in the Registration Statement and the Time of Sale
Prospectus.
(ss) Dividend
Restrictions. Except as otherwise disclosed in the Registration Statement and the Time of Sale Prospectus, no subsidiary of the
Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution
with respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts
that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property
or assets to the Company or to any other subsidiary.
(tt) Owned
Vessels. Each of the vessels described in the Registration Statement
and the Prospectus (the “Owned Vessels”) except for the vessels which the Company or a Subsidiary has entered into
a bareboat charter (in which case the applicable Subsidiary is the disponent owner) is owned directly by a subsidiary of the Company (each
a “Vessel–Owning Subsidiary”), except for each of the vessels listed on Schedule C-2 (the “Chartered-in
Vessels” each of which is chartered-in by a subsidiary of the Company (each the “Chartering Subsidiary”)),
and is duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule C in the
sole ownership of the subsidiary of the Company set forth opposite its name on Schedule C, and to the knowledge of
the Company, each of the Chartered-in Vessels has been duly and validly registered as a vessel under the laws and regulations and flag
of the jurisdiction set forth opposite its name on Schedule C-2. Each such subsidiary of
the Company has good title to the applicable Owned Vessel and no other action is necessary to establish and perfect such entity's title
to and interest in any of the Owned Vessels as against any charterer or third party, except as would not, individually or in the aggregate,
cause a Material Adverse Change, and is owned directly by such Vessel-Owning Subsidiary free and clear of all liens, claims, security
interests or other encumbrances, except such as are described in or contemplated by the Registration Statement and the Prospectus; each
such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the
laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, except for failures
to be in good standing that would not, in the aggregate, cause a Material Adverse Change. Each of the charter-in contracts in respect
of the Chartered-in Vessels is a valid and binding agreement of, the relevant Chartering Subsidiary, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles
of general applicability.
(uu) Compliance
with Maritime Guidelines. Each Owned Vessel is operated in compliance
with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated
by any court or regulatory or administrative agency, classification society or insurer applicable to the respective vessel (collectively,
“Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations,
orders, licenses, certificates, permits and other requirements (including, without limitation, all Environmental Laws), except where such
failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Change. The Company and each applicable
subsidiary is qualified to own or lease, as the case may be, and operate such Vessels under all applicable international, national, state
and local conventions, laws, regulations, orders, licenses, certificates, permits and other requirements (including, without limitation,
all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel's flag state, except where
such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Change.
(vv) [RESERVED]
(ww) Classification. Each
Owned Vessel is classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification
society which is a full member of the International Association of Classification Societies and each Owned Vessel is in class with valid
class and trading certificates, without any overdue recommendations except for such that would not, individually or in the aggregate,
cause a Material Adverse Change.
(xx) Passive
Foreign Investment Company Status. Based on the Company's current
projected income, assets and activities, the Company does not expect to be classified as a “passive foreign investment company”
as such term is defined in the Code for its current taxable year or for any subsequent taxable year.
(yy) Immunity. Neither
the Company nor any subsidiary or any of their respective properties or assets has any immunity from the jurisdiction of any court or
from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise)
under the laws of the United States, the Republic of the Marshall Islands, the United Kingdom, the Hellenic Republic, the Bahamas or any
political subdivisions thereof.
(zz) Submission
to Jurisdiction. The Company has the power to submit, and pursuant to Section 19 of this Agreement has
legally, validly, effectively and irrevocably submitted, to the jurisdiction of any federal or state court in the State of New York, County
of New York, and has the power to designate, appoint and empower, and pursuant to Section 19 of this Agreement has legally, validly
and effectively designated, appointed and empowered, an agent for service of process in any suit or proceeding based on or arising under
this Agreement in any federal or state court in the State of New York.
(aaa) No
Stamp Tax. No stamp duty, stock exchange tax, value-added tax, withholding or any other similar duty or tax
is payable in the United States, the Republic of Marshall Islands, the United Kingdom or the Hellenic Republic, any political subdivision
thereof or to any authority having power to tax, in connection with the execution, delivery or performance of this agreement by the Company
or the issuance, sale or delivery of the Shares to be sold by the Company in the manner contemplated by this agreement and the Prospectus.
Any certificate signed by any officer of the Company
or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the
purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters
covered thereby.
The Company has a reasonable basis for making each
of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions
to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy
and truthfulness of the foregoing representations and hereby consents to such reliance.
Section 2. Purchase,
Sale and Delivery of the Offered Shares.
(a) The
Firm Shares. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of
2,000,000 Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject
to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number
of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters
to the Company shall be $42.275 per share.
(b) The
First Closing Date. Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall
be made at the offices of Goodwin Procter LLP (or such other place as may be agreed to by the Company and the Representative) at 9:00
a.m. New York City time, on June 7, 2024, or such other time and date not later than 1:30 p.m. New York City time,
on June 17, 2024 as the Representative shall designate by notice to the Company (the time and date of such closing are called the
“First Closing Date”). The Company hereby acknowledges that circumstances under which the Representative may provide
notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or
the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions
of Section 11.
(c) The
Optional Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Companyhereby grants an option to the several Underwriters to purchase,
severally and not jointly, up to an aggregate of 300,000 Optional Shares from the Company at the purchase price per share to be paid by
the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable
on the Firm Shares but not payable on Optional Shares. The option granted hereunder may be exercised at any time and from time to time
in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the
date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are
exercising the option and (ii) the time, date and place at which certificates for the Optional Shares will be delivered (which time
and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous
with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates
for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called
an “Option Closing Date,” and shall be determined by the Representative and shall not be earlier than two or later
than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the
Representative may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm
Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares . The Representative
may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
(d) Public
Offering of the Offered Shares. The Representative hereby advises the Company that the Underwriters intend to offer for sale to
the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective
portions of the Offered Shares as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined
is advisable and practicable.
(e) Payment
for the Offered Shares.
(i) Payment
for the Offered Shares shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately
available funds to the order of the Company.
(ii)
It is understood that the Representative has been authorized, for its own account and the
accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm
Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of
the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose
funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the
case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its
obligations under this Agreement.
(f) Delivery
of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several
Underwriters certificates for the Firm Shares at the First Closing Date, against release of a wire transfer of immediately available funds
for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to the Representative for the
accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing
Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds
for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts
designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the
certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at
least one full business day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made
available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may
be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the Underwriters.
Section 3. Additional
Covenants. The Company further covenants and agrees with each Underwriter as follows:
(a) Delivery
of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without
charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period
when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance
with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the
Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably
request.
(b) Representative’s
Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Shares is required
by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule), the Company (i) will furnish to the Representative for review, a reasonable period of time prior to the proposed time of filing
of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will
not amend or supplement the Registration Statement (including any amendment or supplement through incorporation of any report filed under
the Exchange Act) without the Representative’s prior written consent. Prior to amending or supplementing any preliminary prospectus,
the Time of Sale Prospectus or the Prospectus (including any amendment or supplement through incorporation of any report filed under the
Exchange Act), the Company shall furnish to the Representative for review, a reasonable amount of time prior to the time of filing or
use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use any
such proposed amendment or supplement without the Representative’s prior written consent. The Company shall file with the Commission
within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant
to such Rule.
(c) Free
Writing Prospectuses. The Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on
behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus
or any amendment or supplement thereto without the Representative’s prior written consent. The Company shall furnish to each Underwriter,
without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such
Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically
or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares
(but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a result
of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict
with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted
or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing
at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such
conflict or so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
prevailing at such time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such
free writing prospectus, the Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company shall not file,
use or refer to any such amended or supplemented free writing prospectus without the Representative’s prior written consent.
(d) Filing
of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company
being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared
by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.
(e) Amendments
and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered
Shares at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result
of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company
shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at
its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so
that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to
a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with
the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply
with applicable law.
(f) Certain
Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representative in
writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the
time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective
amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus,
the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from
listing or quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation,
or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at
any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the
Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430B under the Securities
Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were
received in a timely manner by the Commission.
(g) Amendments
and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,
not misleading, or if in the opinion of the Representative or counsel for the Underwriters it is otherwise necessary to amend or supplement
the Prospectus to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly
prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements
to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,
not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Representative’
consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under
Section 3(b) or Section 3(c).
(h) Blue
Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the
Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial
securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representative, shall comply with such laws
and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered
Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service
of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation.
The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating
to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose,
and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best
efforts to obtain the withdrawal thereof at the earliest possible moment.
(i) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in the manner described under
the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(j) Transfer
Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.
(k) Earnings
Statement. The Company will make generally available to its security holders and to the Representative as soon as practicable
an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter
of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations of the Commission thereunder.
(l) Continued
Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion
of the distribution of the Offered Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus
and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to
the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under
the Securities Act or any similar rule), file on a timely basis with the Commission and the NYSE all reports and documents required to
be filed under the Exchange Act.
(m) Listing.
The Company will use its reasonable best efforts to list, subject to notice of issuance, the Offered Shares on the NYSE.
(n) Company
to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representative,
the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement,
to the Representative an “electronic Prospectus” to be used by the Underwriters in connection with the offering and
sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of the Prospectus, and any
amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory
to the Representative, that may be transmitted electronically by the Representative and the other Underwriters to offerees and purchasers
of the Offered Shares; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic and
image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic
Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it
shall be in or convertible into a paper format or an electronic format, satisfactory to Jefferies, that will allow investors to store
and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged for subscription
to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed
pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking
that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly,
without charge, a paper copy of the Prospectus.
(o) Agreement
Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and
including the 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”),
the Company will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly
or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect
any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange
Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)
of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities;
(iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement
or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether
any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities;
(vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than
as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share
consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention
to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue
Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock
plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of
such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or
options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion).
For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares
or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable
or exercisable for, or convertible into, Shares.
(p) [RESERVED]
(q) Investment
Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Shares
in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company
Act.
(r) No
Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the
Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the
price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares
or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.
(s) Enforce
Lock-Up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its securityholders
that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other
actions restricted or prohibited under the terms of the form of Lock-up Agreement.
(t) Company
to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company
will furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim
financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing
in the Registration Statement and the Prospectus; provided, however, that the requirements of this Section 3(t) shall
be satisfied to the extent that such financial statements or other related documents are available on EDGAR.
The Representative, on behalf
of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing
covenants or extend the time for their performance.
Section 4. Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to
the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar
and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale
of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified
public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing,
shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates
of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred
to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing
fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state
securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing
a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters
of such qualifications, registrations and exemptions, which expenses shall be capped at $15,000, (vii) the costs, fees and expenses
incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the
Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal
fees of, and disbursements by, counsel to the Underwriters, which expenses shall be capped at $25,000, (viii) the costs and expenses
of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with
the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,
fees and expenses of any Company consultants engaged in connection with the road show presentations with the prior approval of the Company,
travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any
aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the
NYSE, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement.
Except as provided in this Section 4 or in Section 9 or Section 10 hereof, the Underwriters
shall pay their own expenses, including the fees and disbursements of their counsel.
Section 5. Covenant
of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result
in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under
Rule 433(d).
Section 6. Conditions
of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the
Offered Shares as provided herein on the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall
be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof
as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of each Option
Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each
of the following additional conditions:
(a) Comfort
Letter. On the date hereof, the Representative shall have received from Deloitte Certified Public Accountants S.A., independent
registered public accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory
to the Representative, containing statements and information of the type ordinarily included in accountant’s “comfort letters”
to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited
and unaudited financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus,
and each free writing prospectus, if any.
(b) Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement
and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each
Option Closing Date:
(i) The
Company shall have filed the Prospectus with the Commission (including the information previously omitted from the Registration Statement
pursuant to Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under
the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information
previously omitted from the Registration Statement pursuant to such Rule 430B, and such post-effective amendment shall have become
effective.
(ii) No
stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall
be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(iii) If
a filing is required to be made with FINRA and such filing has been made, FINRA shall have raised no objection to the fairness and reasonableness
of the underwriting terms and arrangements.
(c) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and through and including
the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:
(i) in
the judgment of the Representative there shall not have occurred any Material Adverse Change; and
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company
or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act.
(d) Opinion
and Negative Assurance Letter of Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representative
shall have received the opinion and negative assurance letter of Seward & Kissel LLP, counsel for the Company, dated as of such
date, in form and substance satisfactory to the Underwriters.
(e) Opinion
of Marshall Islands Counsel. On each of the First Closing Date and each Option Closing Date, the Representative shall have received
the opinion of Seward & Kissel LLP, counsel for the Company with respect to the laws of the Republic of the Marshall Islands,
dated as of such date, in form and substance satisfactory to the Underwriters.
(f) Opinion
of Bahamas Counsel. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the
opinion of Lennox Paton, counsel for the Company with respect to the laws of the Bahamas, dated as of such date, in form and substance
satisfactory to the Underwriters.
(g) Opinion
and Negative Assurance Letter of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date
the Representative shall have received the opinion and negative assurance letter of Goodwin Procter LLP, counsel for the Underwriters
in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such
date.
(h) Officers’
Certificate. On each of the First Closing Date and each Option Closing Date, the Representative shall have received a certificate
executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date,
to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for
the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse
Change;
(ii) the
representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same
force and effect as though expressly made on and as of such date; and
(iii) the
Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to such date.
(i) Bring-down
Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representative shall have received from Deloitte
Certified Public Accountants S.A., independent registered public accountants for the Company, a letter dated such date, in form and substance
satisfactory to the Representative, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant
to Section 6(a), except that the specified date referred to therein for the carrying out of procedures shall be no more than
three business days prior to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain
financial information contained in the Prospectus.
(j) Lock-Up
Agreements. On or prior to the date hereof, the Company shall have furnished to the Representative an agreement in the form of
Exhibit A hereto from each of the persons listed on Exhibit B hereto, and each such agreement shall be in full
force and effect on each of the First Closing Date and each Option Closing Date.
(k) Rule 462(b) Registration
Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated
by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement
and shall have become effective automatically upon such filing.
(l) Additional
Documents. On or before each of the First Closing Date and each Option Closing Date, the Representative and counsel for the Underwriters
shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass
upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company
in connection with the issuance and sale of the Offered Shares as contemplated herein and in connection with the other transactions contemplated
by this Agreement shall be satisfactory in form and substance to the Representative and counsel for the Underwriters.
If any condition specified in this Section 6
is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice from Jefferies
to the Company at any time on or prior to the First Closing Date and, with respect to the Optional Shares, at any time on or prior to
the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that
Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive
such termination.
Section 7. Reimbursement
of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 6 or if
the sale to the Underwriters of the Offered Shares on the First Closing Date is not consummated because of any refusal, inability or failure
on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the
Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally,
upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection
with the proposed purchase and the offering and sale of the Offered Shares, including, but not limited to, fees and disbursements of counsel,
printing expenses, travel expenses, postage, facsimile and telephone charges.
Section 8. Effectiveness
of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Section 9. Indemnification.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers,
employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act
against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee,
agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation,
or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including
in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim,
damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;
or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale
Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of
the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged
omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they
were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection
with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in
any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and
to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses
(including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer,
employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim,
damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in conformity with information relating to any Underwriter furnished
to the Company by the Representative in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time
of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto),
it being understood and agreed that the only such information consists of the information described in Section 9(b) below.
The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise
have.
(b) Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,
to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act,
or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement
or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus
that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus
(or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make
the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,
such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus or the Prospectus (or any such amendment or supplement),
in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing
expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses
(including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense
or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for
use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company
has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement
to the foregoing) are the statements set forth in the first sentence of the third paragraph, the first two sentences of the fifth paragraph
and the first sentence of the twentieth paragraph under the caption “Underwriting” in the Preliminary Prospectus Supplement
and the Final Prospectus Supplement. The indemnity agreement set forth in this Section 9(b) shall be in addition to any
liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice
of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the
indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent
the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying
party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified,
by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume
the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in
any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such
action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under
this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence
(it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel
(together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any
local counsel) for the indemnified parties shall be selected by Jefferies (in the case of counsel for the indemnified parties referred
to in Section 9(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above))
or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing
the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.
(d) Settlements.
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit
or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder
by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault or culpability
or a failure to act by or on behalf of such indemnified party.
Section 10. Contribution.
If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any
losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered Shares pursuant
to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
Company, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received
by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered Shares pursuant
to this Agreement shall be deemed to be in the same respective proportions as the total proceeds from the offering of the Offered Shares
pursuant to this Agreement (before deducting expenses) received by the, and the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial public offering
price of the Offered Shares as set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters, on the
other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the
Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set
forth in Section 9(c), any legal or other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim. The provisions set forth in Section 9(c) with respect to notice of commencement of any
action shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional
notice shall be required with respect to any action for which notice has been given under Section 9(c) for purposes of
indemnification.
The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 10.
Notwithstanding the provisions of this Section 10,
no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such Underwriter
in connection with the Offered Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10 are several,
and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names on Schedule
A. For purposes of this Section 10, each affiliate, director, officer, employee and agent of an Underwriter and each person,
if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution
as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person,
if any, who controls the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution
as the Company.
Section 11. Default
of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date any one or more of the
several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and
the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does
not exceed 10% of the aggregate number of the Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory
to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements
are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm
Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite
the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent
of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall
fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds
10% of the aggregate number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the
Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without
liability of any party to any other party except that the provisions of Section 4, Section 7, Section 9
and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative
or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but
in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or
any other documents or arrangements may be effected.
As used in this Agreement, the term “Underwriter”
shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11. Any action taken under
this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
Section 12. Termination
of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may
be terminated by Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s
securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the NASDAQ
or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock
exchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there
shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the
United States or international financial markets, or any substantial change or development involving a prospective substantial change
in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies is material and
adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus
or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of Jefferies there shall have occurred
any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other
calamity of such character as in the judgment of Jefferies may interfere materially with the conduct of the business and operations of
the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12
shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse
the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof
or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10
shall at all times be effective and shall survive such termination.
Section 13. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares
pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and
commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the
other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in
connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting
solely as a principal and is not the agent or fiduciary of the Company or its stockholders, creditors, employees or any other party, (c) no
Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other
matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations
expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Company, (e) the Underwriters have not provided any legal, accounting, regulatory,
investment or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent it deemed appropriate, and (f) none of the activities of the Underwriters in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters
with respect to any entity or natural person..
Section 14. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements
of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers
or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery
of and payment for the Offered Shares sold hereunder and any termination of this Agreement.
Section 15. Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto
as follows:
If to the Representative: |
Jefferies LLC |
|
520 Madison Avenue |
|
New York, New York
10022 |
|
Facsimile: (646)
619-4437 |
|
Attention: General Counsel |
|
|
with a copy to: |
Goodwin Procter LLP |
|
620 Eighth Avenue |
|
New York, New York 10018 |
|
Email: fmurphy@goodwinlaw.com |
|
Attn: Finn Murphy, Esq. |
|
|
If to the Company: |
Dorian LPG Ltd. |
|
27 Signal Road |
|
Stamford, CT 06902 |
|
Attn: Ted Young |
|
Email: accounting.us@dorianlpg.com; fax no.: (212) 674-9691 |
|
with a copy to: |
Seward & Kissel LLP |
|
One Battery Park Plaza |
|
New York, New York 10004 |
|
Email: Billotti@sewkis.com |
|
Attn.: Keith Billotti, Esq. |
Any party hereto may change the address for receipt of communications
by giving written notice to the others.
Section 16. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to
Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons
referred to in Section 9 and Section 10, and in each case their respective successors, and no other
person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Offered
Shares as such from any of the Underwriters merely by reason of such purchase.
Section 17. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement
is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
Section 18. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Agreement, (A) “BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
(B) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 19. Governing
Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts
of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in
each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each
party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment
of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such
suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above
shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably
and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in
any such court has been brought in an inconvenient forum. Each party not located in the United States has irrevocably appointed Seward &
Kissel LLP which currently maintains a New York City office at One Battery Park Plaza,
New York, NY 10004, United States of America, as its agent to receive service of process or other legal summons for purposes of
any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan in the City of New
York.
With respect to any Related Proceeding, each party
irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise)
from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled
in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any
other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such
Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities
Act of 1976, as amended.
Section 20. General
Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral
and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may
be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and
no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this
Agreement.
Each of the parties hereto acknowledges that it
is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including,
without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and
is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9
and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its
affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus,
the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as
contemplated by the Securities Act and the Exchange Act.
If the foregoing is in accordance with your understanding
of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.
|
Very truly yours, |
|
|
|
DORIAN LPG LTD. |
|
|
|
By: |
/s/ Theodore B. Young |
|
|
Name: Theodore B. Young |
|
|
Title: Chief Financial Officer |
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Representative in New York, New York as of the date first above written.
JEFFERIES LLC
Acting individually and as Representative
of the several Underwriters named in
the attached Schedule A.
JEFFERIES LLC
By: |
/s/ Michael Bauer |
|
|
Name: Michael Bauer |
|
|
Title: Managing Director |
|
Schedule A
Underwriters | |
Number
of
Firm Shares
to be
Purchased | |
Jefferies LLC | |
| 1,100,000 | |
SEB Securities, Inc. | |
| 200,000 | |
Pareto Securities Inc. | |
| 180,000 | |
Fearnley Securities AS | |
| 120,000 | |
Arctic Securities AS | |
| 120,000 | |
DNB Markets, Inc. | |
| 120,000 | |
Credit Agricole Securities (USA) Inc. | |
| 80,000 | |
BNP Paribas Securities Corp. | |
| 80,000 | |
| |
| | |
Total | |
| 2,000,000 | |
Schedule B
Free Writing Prospectuses Included in the
Time of Sale Prospectus
None
Pricing Information Included in the Time
of Sale Prospectus
Price per share to the public: | |
$ | 44.50 | |
Number of shares being sold by the Company: | |
| 2,000,000 | |
Number of shares potentially issuable pursuant to the option to purchase additional shares: | |
| 300,000 | |
Schedule C-1
List of Vessels and
Vessel Subsidiaries
Vessel Name |
Subsidiary |
Subsidiary
Jurisdiction of
Incorporation |
Flag State |
Captain John NP |
CNJP Transport LLC |
Marshall Islands |
Bahamas |
Comet |
Comet LPG Transport LLC |
Marshall Islands |
Bahamas |
Corsair |
Corsair LPG Transport LLC |
Marshall Islands |
Bahamas |
Corvette |
Corvette LPG Transport LLC |
Marshall Islands |
Bahamas |
Cougar |
Dorian Shanghai LPG Transport LLC |
Marshall Islands |
Bahamas |
Concorde |
Concorde LPG Transport LLC |
Marshall Islands |
Bahamas |
Cobra |
Dorian Houston LPG Transport LLC |
Marshall Islands |
Bahamas |
Continental |
Dorian Sao Paulo LPG Transport LLC |
Marshall Islands |
Bahamas |
Constitution |
Dorian Ulsan LPG Transport LLC |
Marshall Islands |
Bahamas |
Commodore |
Dorian Amsterdam LPG Transport LLC |
Marshall Islands |
Bahamas |
Cresques |
Dorian Dubai LPG Transport LLC |
Marshall Islands |
Bahamas |
Constellation |
Constellation LPG Transport LLC |
Marshall Islands |
Bahamas |
Cheyenne |
Dorian Monaco LPG Transport LLC |
Marshall Islands |
Bahamas |
Clermont |
Dorian Barcelona LPG Transport LLC |
Marshall Islands |
Bahamas |
Cratis |
Dorian Geneva LPG Transport LLC |
Marshall Islands |
Bahamas |
Chaparral |
Dorian Cape Town LPG Transport LLC |
Marshall Islands |
Bahamas |
Copernicus |
Dorian Tokyo
LPG Transport LLC |
Marshall Islands |
Bahamas |
Commander |
Commander LPG Transport LLC |
Marshall Islands |
Bahamas |
Challenger |
Dorian Explorer LPG Transport LLC |
Marshall Islands |
Bahamas |
Caravelle |
Dorian Exporter LPG Transport LLC |
Marshall Islands |
Bahamas |
Captain Markos |
Dorian Sakura LPG Transport LLC |
Marshall Islands |
Bahamas |
Schedule C-1
List of Chartered-in
Vessels and Chartering Subsidiaries
Vessel Name |
Subsidiary |
Subsidiary
Jurisdiction of
Incorporation |
Flag State |
Cristobal |
Dorian LPG Chartering LLC |
Marshall Islands |
Panama |
HLS Citrine |
Dorian LPG Chartering LLC |
Marshall Islands |
Liberia |
HLS Diamond |
Dorian LPG Chartering LLC |
Marshall Islands |
Liberia |
Future Diamond |
Dorian LPG Chartering LLC |
Marshall Islands |
Panama |
Exhibit A
Form of Lock-up Agreement
________, 2024
Jefferies LLC
As Representative of the Several Underwriters
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
RE: Dorian LPG Ltd. (the “Company”)
Ladies & Gentlemen:
The undersigned is an owner of shares of common stock, par value $0.01
per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The
Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”)
will act as the representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and
the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned
contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the
“Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.
Annex A sets forth definitions for capitalized terms used in this letter
agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement.
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period,
the undersigned will not (and will cause any Family Member not to), without the prior written consent of Jefferies, which may withhold
its consent in its sole discretion:
| · | Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in
Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, |
| · | make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any
Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement
thereto) with respect to any such registration, or |
| · | publicly announce any intention to do any of the foregoing. |
The foregoing will not apply to the registration of the offer and sale
of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition,
the foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession
to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided,
however, that in any such case, it shall be a condition to such transfer that:
| · | each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such
transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees
not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under
this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and |
| · | prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer
(donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares
in connection with such transfer. |
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned
and the undersigned's Family Members, if any, except in compliance with the foregoing restrictions.
With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either
of record or beneficially by the undersigned, including any rights to receive notice of the Offering.
The undersigned confirms that the undersigned has not, and has no knowledge
that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result
in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned
will not, and will cause any Family Member not to take, directly or indirectly, any such action.
The undersigned acknowledges and agrees that the underwriters have
not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect
to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed
appropriate.
Whether or not the Offering occurs as currently contemplated or at
all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of
which are subject to negotiation between the Company and the underwriters.
The undersigned hereby represents and warrants that the undersigned
has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on
the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.
The undersigned acknowledges and agrees that the underwriters have
not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect
to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed
appropriate. The undersigned further acknowledges and agrees that, although the Representative may be required or choose to provide certain
Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representative and the other underwriters
are not making a recommendation to you to enter into this letter agreement and nothing set forth in such disclosures is intended to suggest
that the Representative or any underwriters is making such a recommendation.
The undersigned understands that (i) if the Underwriting Agreement
does not become effective by June 30, 2024, (ii) if the Underwriting Agreement (other than the provisions thereof which survive
termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, (iii) if
the Representative, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting
Agreement, that it has determined not to proceed with the Offering, or (iv) prior to execution of the Underwriting Agreement, if
the Company files an application with the SEC to withdraw the registration statement related to the Offering, then the undersigned shall
be released from, all obligations under this letter agreement. The undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Offering in reliance upon this letter agreement.
This letter agreement may be delivered via facsimile, electronic mail
(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g, ww.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been delivered and be valid and effective for all purposes.
This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
[Signature Page Follows]
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Signature |
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|
Printed Name of Person Signing |
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|
(Indicate capacity of person
signing if signing as custodian or trustee, or on behalf of an entity) |
|
Certain Defined Terms
Used in Lock-up Agreement
For purposes of the letter agreement to which this Annex A is attached
and of which it is made a part:
| · | “Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act. |
| · | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. |
| · | “Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate
family member of the undersigned's spouse, in each case living in the undersigned's household or whose principal residence is the undersigned's
household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health
care treatment, military service, temporary internship or employment or otherwise). “Immediate family member” as used
above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act. |
| · | “Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading
on the date that is 60 days after the date of the Prospectus (as defined in the Underwriting Agreement). |
| · | “Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act. |
| · | “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable
or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or
convertible into Shares. |
| · | “Securities Act” shall mean the Securities Act of 1933, as amended. |
| · | “Sell or Offer to Sell” shall mean to: |
| – | sell, offer to sell, contract to sell or lend, |
| – | effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position |
| – | pledge, hypothecate or grant any security interest in, or |
| – | in any other way transfer or dispose of, |
in each case whether effected directly
or indirectly.
| · | “Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the
economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities,
in cash or otherwise. |
Capitalized terms not defined in this Annex A shall have the meanings
given to them in the body of this lock-up agreement.
Exhibit B
Directors, Executive Officers
Signing Lock-up Agreement
Directors:
John C. Hadjipateras
Ted Kalborg
Øivind Lorentzen
John C. Lycouris
Mari Malcolm McAvity
Marit Lunde
Christina Tan
Executive Officers:
John C. Hadjipateras
John C. Lycouris
Theodore B. Young
Tim T. Hansen,
Alexander C. Hadjipateras
Exhibit 5.1
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![](https://www.sec.gov/Archives/edgar/data/1596993/000110465924069645/tm2416394d3_ex5-1img001.jpg) |
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ONE BATTERY PARK PLAZA |
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NEW YORK, NEW YORK 10004 |
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TELEPHONE: (212) 574-1200 |
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FACSIMILE: (212) 480-8421 |
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WWW.SEWKIS.COM |
901 K STREET, N.W. |
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WASHINGTON, DC 20005 |
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TELEPHONE: (202) 737-8833 |
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FACSIMILE: (202) 737-5184 |
June 7, 2024
Dorian LPG Ltd.
c/o Dorian LPG (USA) LLC
27 Signal Road Stamford
Connecticut 06902
Re: Dorian LPG Ltd.
Ladies and Gentlemen:
We have acted as Marshall Islands
counsel to Dorian LPG Ltd., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company"),
in connection with the Company's public offering and sale (the "Offering") of 2,000,000 shares of its common stock, par
value $0.01 per share (the "Shares"), pursuant to the terms of an Underwriting Agreement, dated June 5, 2024 (the "Underwriting
Agreement"), among the Company and Jefferies LLC, acting as the representative of each of the underwriters named on Schedule
A thereto (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company has granted the Underwriters
a 30-day option to purchase up to an additional 300,000 shares of Common Stock. The Offering was registered under the Company's registration
statement on Form S-3 (File No. 333-266588), which became effective with the U.S. Securities and Exchange Commission (the "Commission")
pursuant to the provisions of the Securities Act of 1933, as amended (the "Securities Act") on August 22, 2022 (the "Registration
Statement"), and which included a prospectus (the "Base Prospectus"), a preliminary prospectus supplement thereto,
dated June 5, 2024 (the "Preliminary Prospectus Supplement"), and a final prospectus supplement thereto dated, June 5,
2024 (the "Final Prospectus Supplement," and together with the Base Prospectus, the "Prospectus").
We have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the Underwriting Agreement; (ii) the Registration Statement;
(iii) the Preliminary Prospectus Supplement and the Prospectus; (iv) the Articles of Incorporation and Bylaws of the Company;
and (v) such other corporate documents and records of the Company and such other instruments, certificates and documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts
of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete
the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon
statements or certificates of public officials, directors of the Company and others.
We have further assumed for
the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection
with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the
terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments,
agreements and other documents relating thereto or executed in connection therewith.
Based upon and subject to the
foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the
Republic of the Marshall Islands, the Shares have been duly authorized and validly issued and are fully paid for and non-assessable.
Members
of our firm are members of the bar of the State of New York. Our opinion is limited to the laws of the United States, the State of New
York and the Republic of the Marshall Islands. We express no opinion with respect to the laws of any other jurisdiction.
This
opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring
after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof. As used in this
opinion, “to our knowledge” or “known to us” means to the knowledge of our attorneys who have worked on, or have
knowledge of, the Registration Statement and the Prospectus or issues in connection therewith or our attorneys who have rendered substantive
legal attention to matters relating to the Company.
This
opinion is rendered only to the Underwriters for their benefit in connection with their purchase of the Shares from the Company pursuant
to the Underwriting Agreement. This opinion may not be relied upon by the Underwriters for any other purpose or by any other person, firm
or corporation for any purposes whatsoever without our prior written consent.
We
hereby consent to the filing of this opinion as an exhibit to the Company's Report on Form 8-K to be filed with the Commission on the
date hereof, and to each reference to us and the discussions of advice provided by us under the heading "Legal Matters" in the
Prospectus, without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of the
Commission promulgated thereunder with respect to any part of the Registration Statement.
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Very truly yours, |
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/s/ Seward & Kissel LLP |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1596993/000110465924069645/tm2416394d3_ex99-1img001.jpg)
Dorian LPG Ltd. Announces Public Offering of
Common Shares
STAMFORD, Conn., June 5, 2024--(BUSINESS
WIRE)--Dorian LPG Ltd. (NYSE: LPG) (the "Company”, “Dorian LPG”, “we”, “us” and “our”)
announced today that it intends to offer, issue and sell to the public 2,000,000 shares of its common stock, par value $0.01 per share
(“Common Shares”), through an underwritten public offering (the “Offering”). The net proceeds
of the Offering are expected to be used for general corporate purposes.
The Company
also intends to grant the underwriters a 30-day option to purchase up to an additional 300,000 Common Shares.
Jefferies is acting as
lead bookrunning manager for the Offering. SEB is also acting as a joint bookrunning manager for the Offering.
The Offering is being
made only by means of a prospectus supplement and accompanying base prospectus. A registration statement relating to these securities
was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 22,
2022. A prospectus supplement related to the Offering will be filed with the SEC. You may obtain these documents for free, once available,
by visiting EDGAR on the SEC website at sec.gov. Alternatively, a copy may be obtained from Jefferies LLC, Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at 877-821-7388, or by email at prospectus_department@jefferies.com.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities,
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
About Dorian LPG Ltd.
Dorian LPG is a leading owner and operator of
modern Very Large Gas Carriers (“VLGCs”) that transport liquefied petroleum gas globally. Our fleet currently consists of
twenty-five modern VLGCs, including twenty ECO VLGCs and four dual-fuel ECO VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA;
Copenhagen, Denmark; and Athens, Greece.
Forward-Looking Statements
Matters discussed in this press release may constitute
“forward-looking statements”, The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking
statements in order to encourage companies to provide prospective information about their business. Statements that are predictive in
nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,”
“may,” “will,” “should” and similar expressions are forward-looking statements. These statements are
not historical facts but instead represent only the Company’s current expectations and observations regarding future results, many
of which, by their nature are inherently uncertain and outside of the Company’s control. Where the Company expresses an expectation
or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.
However, the Company’s forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual
results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company’s
actual results may differ, possibly materially, from those anticipated in these forward-looking statements as a result of certain factors,
including changes in the Company’s financial resources and operational capabilities and as a result of certain other factors listed
from time to time in the Company’s filings with the SEC. For more information about risks and uncertainties associated with Dorian
LPG’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and “Risk Factors” sections of Dorian LPG’s SEC filings, including, but not limited to, its annual report on Form 10-K
and quarterly reports on Form 10-Q. The Company does not assume any obligation to update the information contained in this press
release.
Contact Information
Ted Young
Chief Financial Officer
+1 (203) 674-9900
IR@dorianlpg.com
Source: Dorian LPG Ltd.
Exhibit 99.2
![](https://www.sec.gov/Archives/edgar/data/1596993/000110465924069645/tm2416394d3_ex99-1img001.jpg)
Dorian LPG Ltd. Announces Pricing of Public
Offering of 2,000,000 Common Shares
June 6, 2024
STAMFORD, Conn.--(BUSINESS WIRE)--Dorian LPG Ltd.
(NYSE: LPG) (the “Company”, “Dorian LPG”, “we”, “us” and “our”) announced
today that it has priced its previously announced underwritten public offering (the “Offering”) of 2,000,000 shares of common
stock, par value $0.01 per share (“Common Shares”), at $44.50 per share.
The net proceeds
of the Offering are expected to be used for general corporate purposes.
The Company
has granted the underwriters a 30-day option to purchase up to an additional 300,000 Common Shares.
Jefferies is acting as
lead bookrunning manager for the Offering, and SEB is acting as joint lead bookrunning manager. Pareto Securities, Fearnley Securities,
Arctic Securities, DNB Markets, BNP PARIBAS and Credit Agricole are also acting as joint bookrunning managers for the Offering.
The Offering is being
made only by means of a prospectus supplement and accompanying base prospectus. A registration statement relating to these securities
was filed with the U.S. Securities and Exchange Commission (the “SEC”) and is effective. A final prospectus supplement related
to the Offering will be filed with the SEC . You may obtain these documents for free, once available, by visiting EDGAR on the SEC website
at sec.gov. Alternatively, a copy may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue,
New York, New York 10022, by telephone at 877-821-7388, or by email at prospectus_department@jefferies.com.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities,
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
About Dorian LPG Ltd.
Dorian LPG is a leading owner and operator of
modern Very Large Gas Carriers (“VLGCs”) that transport liquefied petroleum gas globally. Our fleet currently consists of
twenty-five modern VLGCs, including twenty ECO VLGCs and four dual-fuel ECO VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA;
Copenhagen, Denmark; and Athens, Greece.
Forward-Looking Statements
Matters discussed in this press release may constitute
“forward-looking statements” The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking
statements in order to encourage companies to provide prospective information about their business. Statements that are predictive in
nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,”
“may,” “will,” “should” and similar expressions are forward-looking statements. These statements are
not historical facts but instead represent only the Company’s current expectations and observations regarding future results, many
of which, by their nature are inherently uncertain and outside of the Company’s control. Where the Company expresses an expectation
or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.
However, the Company’s forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual
results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company’s
actual results may differ, possibly materially, from those anticipated in these forward-looking statements as a result of certain factors,
including changes in the Company’s financial resources and operational capabilities and as a result of certain other factors listed
from time to time in the Company’s filings with the SEC. For more information about risks and uncertainties associated with Dorian
LPG’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and “Risk Factors” sections of Dorian LPG’s SEC filings, including, but not limited to, its annual report on Form 10-K
and quarterly reports on Form 10-Q. The Company does not assume any obligation to update the information contained in this press
release.
Contact Information
Ted Young
Chief Financial Officer
+1 (203) 674-9900
IR@dorianlpg.com
Source: Dorian LPG Ltd.
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- DefinitionIndicate if registrant meets the emerging growth company criteria.
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- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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- DefinitionTitle of a 12(b) registered security.
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- DefinitionName of the Exchange on which a security is registered.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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