5,400,000 Shares of Class A Common Shares, par value $0.01 per share GLOBAL SHIP LEASE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
GLOBAL SHIP LEASE, INC. Depositary Shares, each of which represents a 1/100th interest in a share of 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares At Market Issuance Sales AgreementGlobal Ship Lease, Inc. • January 4th, 2023 • Deep sea foreign transportation of freight • New York
GLOBAL SHIP LEASE, INC. Shares of Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • October 3rd, 2019 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
GLOBAL SHIP LEASE, INC., as Issuer TO [TRUSTEE’S NAME], as Trustee SENIOR INDENTURE Dated as of , 20Global Ship Lease, Inc. • February 7th, 2011 • Deep sea foreign transportation of freight • New York
INDENTURE, dated as of , 20 , among GLOBAL SHIP LEASE, INC., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (herein called the “Company”), having its principal office at c/o Global Ship Lease Services Limited, Portland House, Stag Place, London SW1E 5RS, United Kingdom, and [TRUSTEE’S NAME], a [ ] duly organized and existing under the laws of [ ], as Trustee (herein called the “Trustee”).
Dated 15 April 2021 GSL ARCADIA LLC GSL TEGEA LLC GSL MYNY LLC GSL MELITA LLC GSL MARIA LLC and GSL DOROTHEA LLC as joint and several Borrowers THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and HAMBURG COMMERCIAL BANK AG as...Loan Agreement • March 24th, 2022 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
The Lenders have agreed to make available to the Borrowers a secured post-delivery term loan facility of up to the lesser of (A) US$64,200,000 and (B) 57.5 per cent. of the aggregate Initial Market Value of the Ships, in six equal advances, each in an amount of up to the lesser of (i) US$10,700,000 and (ii) 57.5 per cent. of the Initial Market Value of the Ship to which that Advance relates, for the purpose of partly financing the Ships’ Initial Market Value (as defined below).
GLOBAL SHIP LEASE, INC. FORM OF SUBORDINATED INDENTUREGlobal Ship Lease, Inc. • September 16th, 2022 • Deep sea foreign transportation of freight • New York
Dated 9 October 2018 ZEUS ONE MARINE LLC and IKAROS MARINE LLC as joint and several Borrowers and TASMAN MARINE LLC HUDSON MARINE LLC and DRAKE MARINE LLC as Collateral Owners and POSEIDON CONTAINERS HOLDINGS LLC as Corporate Guarantor and ODYSSEUS...Loan Agreement • March 29th, 2019 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Deed (including the Recitals) unless the context otherwise requires or they are otherwise defined in this Deed.
GLOBAL SHIP LEASE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2021 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
Introductory. The shareholders of Global Ship Lease, Inc., a Republic of the Marshall Islands corporation (the “Company”), named in Schedule B (collectively, the “Selling Shareholders”) severally propose to sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 4,500,000 shares of the Company’s Class A Common Shares, par value $0.01 per share (the “Shares”). The 4,500,000 Shares to be sold by the Selling Shareholders are called the “Firm Shares.” In addition, the Selling Shareholders have severally granted to the Underwriters an option to purchase up to an additional 675,000 Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule B, as provided in Section 2. The additional 675,000 Shares to be sold by the Selling Shareholders 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
GSL ENTERPRISES LTD. and Thomas Lister EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT BETWEEN GSL ENTERPRISES LTD. AND THOMAS LISTEREmployment Agreement • March 24th, 2022 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
Global Ship Lease Services Limited and Thomas A. Lister AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • March 29th, 2019 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
WHEREAS The Company has offered to provide services to Global Ship Lease, Inc. a company incorporated and registered in the Republic of the Marshall Islands (the “Client”) under the Services Memorandum.
WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT dated as of August 30, 2006 between MARATHON ACQUISITION CORP. and THE BANK OF NEW YORK, as Warrant Agent Common Stock Warrants Expiring August 24, 2010Common Stock Warrant Agreement • September 12th, 2008 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
COMMON STOCK WARRANT AGREEMENT, dated as of August 30, 2006 (as modified, amended or supplemented, this “Agreement”), between MARATHON ACQUISITION CORP., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York trust company, as Warrant Agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2019 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into and effective as of October 1, 2019, by and between Global Ship Lease, Inc., a Marshall Islands corporation (the “Company”), B. Riley Financial, Inc. and BRC Partners Opportunity Fund, LP (the “Investors”).
DATED 200 Global Ship Lease Services Limited and Susan J. Cook SERVICE AGREEMENTService Agreement • July 3rd, 2008 • GSL Holdings, Inc. • Deep sea foreign transportation of freight
WHEREAS The Company has offered to provide services to Global Ship Lease, Inc. a company incorporated and registered in the Republic of the Marshall Islands (the “Client”) under the Services Memorandum.
GLOBAL SHIP LEASE, INC., AS ISSUER, THE GUARANTORS PARTY HERETO, AS GUARANTORS, CITIBANK, N.A., LONDON BRANCH AS TRUSTEE, SECURITY AGENT, PAYING AGENT, REGISTRAR AND TRANSFER AGENT INDENTURE Dated as of October 31, 2017 9.875% First Priority Secured...Indenture • November 3rd, 2017 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
INDENTURE dated as of October 31, 2017 among Global Ship Lease, Inc., a corporation organized under the laws of the Marshall Islands, as Issuer (the “Issuer”), certain subsidiaries of the Issuer named herein, as Guarantors (the “Guarantors”), Citibank, N.A., London Branch as Trustee (the “Trustee”) and, as applicable, as Security Agent (the “Security Agent”), Paying Agent (as defined herein), and Registrar and Transfer Agent (each as defined herein).
BIMCO SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENT PART IGlobal Ship Lease, Inc. • March 23rd, 2023 • Deep sea foreign transportation of freight
AMENDMENT TO AGREEMENT AND PLAN OF MERGERRegistration Rights Agreement • June 3rd, 2008 • GSL Holdings, Inc. • Deep sea foreign transportation of freight • New York
WHEREAS, MAQ, Merger Subsidiary, the Company and CMA entered into the Merger Agreement on March 21, 2008 pursuant to which MAQ will merge with and into the Merger Subsidiary with the Merger Subsidiary continuing as the surviving company and the Company will then merge with and into the Merger Subsidiary with the Merger Subsidiary continuing as the surviving company in the merger;
FORM OF THIRD SUPPLEMENTAL WARRANT AGREEMENTThird Supplemental Warrant Agreement • April 18th, 2008 • GSL Holdings, Inc. • New York
This Third Supplemental Warrant Agreement (this “Agreement”), dated [ ], 2008, is to the Warrant Agreement, dated as of August 30, 2006 (the “Warrant Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation, (the “Company”), and THE BANK OF NEW YORK, a New York trust company (the successor thereto under the Warrant Agreement, MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, the “Warrant Agent”).
GLOBAL SHIP LEASE, INC. At Market Issuance Sales AgreementGlobal Ship Lease, Inc. • November 27th, 2019 • Deep sea foreign transportation of freight • New York
SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTORSupplemental Indenture • April 21st, 2015 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of 23 December 2014, among Global Ship Lease 20 Limited (the Guaranteeing Subsidiary), a subsidiary of Global Ship Lease, Inc. (or its permitted successor), a Marshall Islands corporation, (the Issuer), the other Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, as trustee (or its permitted successor) under the Indenture referred to below (the Trustee) and as security agent (or its permitted successor) under the Indenture referred to below (the Security Agent).
SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTORSupplemental Indenture • April 21st, 2015 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of 23 February 2015, among Global Ship Lease 21 Limited (the Guaranteeing Subsidiary), a subsidiary of Global Ship Lease, Inc. (or its permitted successor), a Marshall Islands corporation, (the Issuer), the other Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, as trustee (or its permitted successor) under the Indenture referred to below (the Trustee) and as security agent (or its permitted successor) under the Indenture referred to below (the Security Agent).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2018 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of the 29th day of October, 2018, by and among Global Ship Lease, Inc., a Marshall Islands corporation (the “Company”), KEP VI (Newco Marine), Ltd. and KIA VIII (Newco Marine), Ltd. (together, “Kelso”), CMA CGM S.A. (“CMA”), Management Investor Co. and Anmani Consulting Inc. (together, “Poseidon Management”), Marathon Founders, LLC (“Marathon”), Michael S. Gross (“Gross”) and Maas Capital Investments B.V. (“MAAS”) (each of Kelso, CMA, Poseidon Management, Marathon, Gross and MAAS, a “Shareholder” and collectively, the “Shareholders”) and shall become effective on the Closing Date (as defined below).
Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004Global Ship Lease, Inc. • January 26th, 2021 • Deep sea foreign transportation of freight
AGREEMENT AND PLAN OF MERGER BY AND AMONG POSEIDON CONTAINERS HOLDINGS LLC K&T MARINE LLC, GLOBAL SHIP LEASE, INC., AND THE OTHER PARTIES NAMED HEREIN DATED AS OF OCTOBER 29, 2018Agreement and Plan of Merger • October 30th, 2018 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • Delaware
• K&T Marine LLC, a Marshall Islands limited liability company (“K&T Holdco” and, together with Poseidon Holdco, each a “Company” and, collectively, the “Companies”);
Global Ship Lease, Inc. c/o Global Ship Lease Services Limited London SW1V 1LW United KingdomGlobal Ship Lease, Inc. • November 27th, 2019 • Deep sea foreign transportation of freight
We have acted as counsel to Global Ship Lease, Inc. (the “Company”), a Marshall Islands corporation, in connection with the Company’s registration statement on Form F-3 (the “Registration Statement”), as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof and as thereafter amended or supplemented, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of $150,000,000 of the Company’s securities, which may include depositary shares (the “Depositary Shares”), representing an interest in a fractional share or multiple shares of preferred shares of the Company, and preferred shares (the “Preferred Shares”).
SECOND SUPPLEMENTAL INDENTURE (Global Ship Lease 37 LLC)Supplemental Indenture • April 2nd, 2020 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of 15 January, 2020, among Global Ship Lease, Inc., a Marshall Islands corporation (the “Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”), Global Ship Lease 37 LLC (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer and Citibank, N.A., London Branch, as trustee (the “Trustee”) and as security agent (the “Security Agent”).
SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004Global Ship Lease, Inc. • May 15th, 2019 • Deep sea foreign transportation of freight
We have acted as counsel to Global Ship Lease, Inc. (the "Company"), a Marshall Islands corporation, in connection with the Company's registration statement on Form F-3, including the prospectus contained therein (File No. 333- ), as filed with the U.S. Securities and Exchange Commission (the "Commission"), and as thereafter amended or supplemented (the "Registration Statement"), relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of the resale of an aggregate of 7,401,284 Class A common shares, par value $0.01 per share, 250,000 Series C Preferred Shares, par value $0.01 per share, and 12,955,188 Class A common shares, par value $0.01 per share, underlying the Series C Preferred Shares, of the Company by the selling shareholders named therein.
INTERCREDITOR AGREEMENT Dated 19 March 2014 CITIBANK INTERNATIONAL PLC as Revolving Agent The Revolving Lenders DEUTSCHE BANK TRUST COMPANY AMERICAS as Senior Secured Note Trustee GLOBAL SHIP LEASE, INC. as the Parent THE ORIGINAL DEBTORS DEUTSCHE...Intercreditor Agreement • March 21st, 2014 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
Global Ship Lease, Inc. c/o Global Ship Lease Services LimitedGlobal Ship Lease, Inc. • December 11th, 2019 • Deep sea foreign transportation of freight
Global Ship Lease, Inc. c/o Global Ship Lease Services LimitedGlobal Ship Lease, Inc. • November 27th, 2019 • Deep sea foreign transportation of freight
Joint Filing AgreementJoint Filing Agreement • August 29th, 2008 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Global Ship Lease, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of this 28th day of August, 2008.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 21st, 2022 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
KNAUSEN HOLDING LLC, a limited liability company organized and existing under the laws of the Republic of the Marshall Islands (the "Company"), and Global Ship Lease, Inc., a corporation organized and existing under the laws of the Republic of the Marshall Islands (the "Guarantor") agrees with each of the Purchasers, Wilmington Savings Fund Society, FSB, not in its individual capacity but solely in its capacities as administrative agent in respect of the Notes for the limited purposes set forth herein (in such capacity, the "Notes Administrative Agent") and as security trustee (in such capacity, the "Security Trustee"), and Wilmington Savings Fund Society, FSB, not in its individual capacity but solely in its capacities as initial Registrar and Paying Agent as follows:
Letter AgreementLetter Agreement • September 24th, 2019 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • New York
This Letter Agreement (this “Agreement”) is entered into as of this 23rd day of September, 2019 by and among Global Ship Lease, Inc. (the “Company”), KIA VIII (Newco Marine) Ltd. (“KIA VIII”) and KEP VI (Newco Marine) Ltd. (“KEP VI” and together with KIA VII, “Kelso”).
Global Ship Lease, Inc. c/o Global Ship Lease Services Limited 25 Wilton Road London SW1V 1LWGlobal Ship Lease, Inc. • November 27th, 2019 • Deep sea foreign transportation of freight
We have acted as counsel to Global Ship Lease, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), in connection with (i) the Company’s at-the-market offering of its 8.00% Senior Unsecured Notes due 2024, having an aggregate principal amount of up to $68,000,000 (the “Notes”); (ii) the At Market Issuance Sales Agreement, dated November 27, 2019 (the “Sales Agreement”), between the Company and B. Riley FBR, Inc., as agent (the “Agent”), including any amendments or supplements thereto, pursuant to which the Company may offer the Notes through the Agent, from time to time; (iii) the preparation of the Company’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form F-3 (File No. 333-234343), declared effective by the Securities and Exchange Commission (the “Commission”) on November 7, 2019 (the “Registration Statement”); (iv) a prospectus included therein (the “Base Prospectus”); (v) a prospectu
NON-COMPETE AGREEMENT among Global Ship Lease, Inc. and Georgios Giouroukos and ConChart Commercial Inc.Non-Compete Agreement • October 30th, 2018 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight
THIS NON-COMPETE AGREEMENT is entered into by and among Global Ship Lease, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), Georgios Giouroukos, a citizen of Greece (“Giouroukos”) and ConChart Commercial, Inc., a corporation organized under the laws of the Republic of the Marshall Islands, and shall become binding and effective on the Closing Date.
Global Ship Lease, Inc. c/o Global Ship Lease Services Limited London SW1V 1LW United KingdomGlobal Ship Lease, Inc. • December 11th, 2019 • Deep sea foreign transportation of freight
We have acted as counsel to Global Ship Lease, Inc. (the “Company”), a Marshall Islands corporation, in connection with (i) the Company’s at-the-market offering (the “Offering”) of up to $75.0 million of its Depositary Shares (the “Depositary Shares”), each representing a 1/100th interest in one share of the Company’s 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500 per share (equivalent to $25.00 per Depositary Share) (the “Preferred Shares”); (ii) the At Market Issuance Sales Agreement, dated December 10, 2019 (the “Sales Agreement”), between the Company and B. Riley FBR, Inc., as sales agent (the “Agent”), including any amendments or supplements thereto, pursuant to which the Company may offer Depositary Shares through the Agent, from time to time; and (iii) the preparation of the Company’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”) on Form F-3 (File No.
