SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENT PART IGlobal Ship Lease, Inc. • October 30th, 2018 • Deep sea foreign transportation of freight • London
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).
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”);
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.
LETTER AGREEMENTLetter Agreement • October 30th, 2018 • Global Ship Lease, Inc. • Deep sea foreign transportation of freight • Delaware
This Letter Agreement (this “Agreement”) is entered into as of this 29th day of October 2018 by and among KIA VIII (Newco Marine), Ltd. (“KIA VIII”), KEP VI (Newco Marine), Ltd. (“KEP VI,” and together with KIA VIII, the “Kelso Holders” and each a “Kelso Holder”), Global Ship Lease, Inc., a Marshall Islands corporation (“GSL”), CMA CGM S.A. (“CMA CGM”), Marathon Founders, LLC (“Marathon Founders”) and Michael S. Gross (“Gross,” and together with Marathon Founders, the “Marathon Holders” and each a “Marathon Holder”). The Marathon Holders and CMA CGM are collectively referred to as the “GSL Holders” and each a “GSL Holder”. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).
