SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
This SECOND AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 9, 2026 (the “Agreement”), is between International Seaways, Inc., a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), amends and restates that certain Amended and Restated Rights Agreement, dated as of May April 11, 2023 between the Company and the Rights Agent (the “A&R Rights Agreement”).
W I T N E S S E T H
WHEREAS, on May 8, 2022, the Board of Directors of the Company (the “Board”) adopted a shareholder rights agreement (the “Original Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent;
WHEREAS, in connection with the adoption of the Original Rights Agreement, the Board authorized and declared a dividend distribution of one right (a “Right”) for each share of common stock, no par value, of the Company (the “Common Stock”) outstanding (it being understood that treasury shares and shares held by direct or indirect wholly owned Subsidiaries of the Company would not, for purposes of the Original Rights Agreement, be considered as outstanding) at the Close of Business on May 19, 2022 (the “Record Date”), and authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock that shall become outstanding between the Record Date (whether originally issued or delivered from the Company’s treasury or transferred by a direct or indirect wholly owned Subsidiary of the Company) and the earlier to occur of the Close of Business on the Distribution Date, the Redemption Date and the Close of Business on the Final Expiration Date (as hereinafter defined), and certain additional shares of Common Stock that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement, each Right initially representing the right to purchase one share of Common Stock upon the terms and subject to the conditions hereinafter set forth;
WHEREAS, the Original Rights Agreement would have expired on the close of business on May 7, 2023 and, pursuant to Section 27 of the Original Rights Agreement, the Company and the Rights Agent was authorized from time to time to supplement or amend any provision of the Original Rights Agreement in accordance with the provisions of Section 27 thereof;
WHEREAS, on April 11, 2023, the Board approved the A&R Rights Agreement, which amended and restated the Original Rights Agreement;
WHEREAS, the A&R Rights Agreement would have expired on the close of business on April 10, 2026 and, pursuant to Section 27 of the A&R Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the A&R Rights Agreement in accordance with the provisions of Section 27 thereof;
WHEREAS, the Board has determined that it is in the best interests of the Company and the holders of the Rights to amend the A&R Rights Agreement as provided herein; and
WHEREAS, this Agreement amends and restates in its entirety the A&R Rights Agreement, which A&R Rights Agreement is replaced and superseded by this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1.
Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:
(a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the Common Stock then outstanding, but shall not include:
(i) the Company;
(ii) any Subsidiary of the Company;
