Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Lock-Up Agreement, including all exhibits and schedules hereto, as may be amended, supplemented, or otherwise modified from time to time in accordance with Section 7.6. "BMC Claims" means all claims, rights, demands, causes of action, and interests of BMC arising under or in connect

Section 1.2 — Interpretation (a) References in this Agreement to "Articles," "Sections," "Recitals," "Exhibits," and "Schedules" are to Articles, Sections, and Recitals of, and Exhibits and Schedules to, this Agreement, unless the context otherwise requires. (b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed to constitute a part of this Agr

ARTICLE II — TRANSFER RESTRICTIONS

Section 2.1 — Lock-Up Covenant (a) During the Lock-Up Period. During the Lock-Up Period, BMC shall not, directly or indirectly, effect or agree to effect any Transfer of the Existing Mezzanine Notes, the BMC Claims, or any interest therein, except for Permitted Transfers in accordance with Section 2.2. BMC acknowledges and agrees that compliance with this covenant is essential to ensure the stability and certainty of

Section 2.2 — Permitted Transfers Notwithstanding the restrictions set forth in Section 2.1, BMC may Transfer all or any portion of the Existing Mezzanine Notes, the BMC Claims, the New Second-Lien Notes, or the New Equity Interest (as applicable) to the following (each, a "Permitted Transfer"): (a) Affiliate Transfers. Any affiliate of BMC (as defined in Rule 405 under the Securities Act of 1933, as amended), provid

Section 2.3 — Legend (a) BMC shall cause a restrictive legend to be placed on the Existing Mezzanine Notes and on any instruments or certificates evidencing the Existing Mezzanine Notes, referencing the transfer restrictions imposed by this Agreement. Following the Closing Date, BMC shall cause a corresponding restrictive legend to be placed on the New Second-Lien Notes and on any certificates, instruments, or book-e

ARTICLE III — SUPPORT OBLIGATIONS

Section 3.1 — Agreement to Support Restructuring Transactions During the Lock-Up Period, BMC shall: (a) Support the Restructuring Transactions contemplated by the RSA and take all actions reasonably necessary to facilitate the timely consummation thereof in accordance with the terms and conditions of the RSA and this Agreement; (b) Consent to the Mezzanine Exchange and deliver all required documents, instruments, and

Section 3.2 — Voting and Consent Obligations (a) BMC shall vote (or cause to be voted) all of its claims and interests in TSL and TAI (to the extent BMC is entitled to vote on any matter related to the Restructuring Transactions) in favor of the Restructuring Transactions, including the Mezzanine Exchange, Amendment No. 1 to the Senior Secured Credit Agreement, and any other action required to implement the Restructu

Section 3.3 — Forbearance (a) During the Lock-Up Period, BMC shall forbear from exercising or enforcing, and shall not direct, instruct, or cause any other person to exercise or enforce, any rights or remedies under the Existing Mezzanine Notes, the Intercreditor Agreement, or applicable law with respect to any existing or future default or event of default under the Existing Mezzanine Notes or any related agreement,

Section 3.4 — No Acquisition of Additional Claims During the Lock-Up Period, BMC shall not, directly or indirectly, acquire, purchase, or otherwise obtain any additional claims against, or equity interests in, TSL, TAI, or any of their direct or indirect subsidiaries, whether by purchase, assignment, participation, or otherwise, other than (a) the New Second-Lien Notes and the New Equity Interest to be received by BM

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of BMC BMC hereby represents and warrants to TSL, as of the date hereof, as follows: (a) Organization and Good Standing. BMC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. BMC has all requisite organizational power and authority to own and operate its properties and assets and to carry on its b

Section 4.2 — Representations and Warranties of TSL TSL hereby represents and warrants to BMC, as of the date hereof, as follows: (a) Organization and Good Standing. TSL is a Société Anonyme (Ανώνυμη Εταιρεία) duly organized, validly existing, and in good standing under the laws of the Hellenic Republic, registered with the Athens General Commercial Registry (Greek Tax Identification Number / AFM: 998214763). TSL has

Section 5.1 — TSL Covenants TSL hereby covenants and agrees as follows: (a) Commercially Reasonable Efforts. TSL shall use commercially reasonable efforts to consummate the Restructuring Transactions on or before the Outside Date (June 30, 2023), including taking all actions reasonably necessary to satisfy or cause to be satisfied all conditions precedent to the Closing Date and to obtain all required consents, appro

Section 5.2 — BMC Covenants BMC hereby covenants and agrees as follows: (a) Good Faith Cooperation. BMC shall cooperate in good faith with TSL, its legal counsel Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner; 780 Third Avenue, New York, NY 10017), its financial advisor Kensington Veltrian Partners LLC (James Calloway, Managing Director; 300 Park Avenue, 12th Floor, New York, NY 10022), and such othe

Section 5.3 — Mutual Covenants Each Party hereby covenants and agrees as follows: (a) Satisfaction of Conditions Precedent. Each Party shall use commercially reasonable efforts to satisfy or cause to be satisfied, as promptly as practicable, all conditions precedent to the Closing Date that are within such Party's control, and shall cooperate in good faith with the other Party and the other parties to the RSA to faci

Section 6.1 — Termination Events This Agreement shall terminate automatically, without any action or notice by either Party, upon the earliest to occur of the following events: (a) Closing Date. The occurrence of the Closing Date; provided, however, that the transfer restrictions set forth in Section 2.1(b) shall survive the Closing Date and shall continue in full force and effect during the Post-Closing Restricted P

Section 6.2 — Effect of Termination (a) Upon termination of this Agreement pursuant to Section 6.1 (other than termination pursuant to Section 6.1(a) upon the occurrence of the Closing Date), all obligations of the Parties under this Agreement shall cease and terminate, and all transfer restrictions imposed by Article II shall be of no further force or effect. In the event of termination pursuant to Section 6.1(a) up

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require the application of the laws of any other jurisdiction. Each Party hereby irrevocably waives any argument that the laws of any other jurisdiction should govern this Agreement by virtue of applicabl

Section 7.2 — Jurisdiction and Venue (a) Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and (ii) the United States District Court for the Southern District of New York, for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions

Section 7.3 — Waiver of Jury Trial EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RESTRUCTURING TRANSACTIONS, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATI

Section 7.4 — Confidentiality (a) The terms, conditions, and provisions of this Agreement, and all information exchanged between the Parties in connection with the negotiation and execution hereof, shall be treated as confidential information and shall not be disclosed to any person except as contemplated by Section 5.3(c) and as otherwise required by applicable law, regulation, stock exchange rule, or legal process.

Section 7.5 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when sent by confirmed email (with a copy sent by another method specified in this Section 7.5 within one (1) business day), (iii) on the next business day when sent b

Section 7.6 — Amendments and Waivers (a) No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by each Party. (b) No waiver of any breach or default under this Agreement shall constitute a waiver of any other or subsequent breach or default, and no waiver shall be effective unless set forth in a written instrument

Section 7.7 — Expenses (a) Except as otherwise expressly provided herein or in the RSA, each Party shall bear its own costs, fees, and expenses (including attorneys' fees, financial advisory fees, and other professional fees) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) BMC acknowledges that it has

Section 7.8 — Entire Agreement This Agreement, together with the RSA and the exhibits and schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings, whether oral or written, between the Parties with respect to such subject matter.

Section 7.9 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the Parties shall use commercially reasonable efforts to agree upon a valid and enforceable provision that is a reasonable s

Section 7.10 — No Third-Party Beneficiaries (a) This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, shall be construed to confer upon any other person any legal or equitable right, benefit, remedy, or claim under or in respect of this Agreement. (b) Notwithstanding the foregoing, Nordbank Internation

Section 7.11 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, except as expressly provided in Section 2.2 (Permitted Transfers). Any purported assignment or delegation in violation of this Section 7

Section 7.12 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including in portable document format (.pdf)) or by other electronic means (including via Brightwater Software or similar el

Section 7.13 — Specific Performance The Parties acknowledge and agree that irreparable harm would result from a breach or threatened breach of any provision of this Agreement and that monetary damages alone would not be an adequate remedy for any such breach. Accordingly, each Party shall be entitled to seek specific performance, injunctive relief, or other equitable remedies (without the necessity of proving actual

1. Assumption of Obligations. The Transferee hereby agrees to be bound by all of the terms and conditions of the Lock-Up Agreement as if the Transferee were the original "Locked-Up Party" thereunder, including the transfer restrictions set forth in Article II, the support obligations set forth in Article III, and the representations and warranties set forth in Article IV (which the Transferee hereby makes as of the d

2. Representations and Warranties. The Transferee represents and warrants that (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (b) it has the requisite power and authority to execute and deliver this Joinder and to perform its obligations hereunder and under the Lock-Up Agreement, (c) the execution, delivery, and performance of this Joinder have bee

3. Notice. The Transferee's address for purposes of Section 7.5 (Notices) of the Lock-Up Agreement is: [Transferee Name] [Address] [City, State/Country, Zip Code] Attention: [Name, Title]

4. Governing Law; Jurisdiction. This Joinder shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles. The Transferee hereby irrevocably submits to the exclusive jurisdiction of the courts specified in Section 7.2 of the Lock-Up Agreement.

5. Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Transferee has executed this Joinder Agreement as of the date first written ab