13D Filing: Huber Capital Management and Teekay Tankers Ltd (TNK)

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SCHEDULE
B

Certain
Actions by TNK

1. For a period of five years commencing on the effective date of the Merger, TNK will not enter into any related party transactions
with Teekay Corporation or any of its subsidiaries (other than TNK and TNK’s subsidiaries) relating to the purchase or sale
of vessels.
2. Before the corresponding proposal is submitted to a vote of TNK shareholders, TNK will revise the Charter Amendment to provide
for an amendment to TNK’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Teekay
Tankers Class A Common Stock from 200,000,000 to no more than 285,000,000, with a corresponding increase in the number of authorized
shares of capital stock from 400,000,000 to no more than 485,000,000.
3. TNK will adopt a share repurchase program covering $45 million (based on market prices at the time of repurchase) in shares
of TNK’s Class A Common Stock. Any purchases under such repurchase plan shall be subject to the discretion of the TNK Board
and management and applicable limitations under applicable corporate law and any contractual limitations and obligations.
4. TNK will reimburse Huber for certain reasonable and documented legal fees relating to this agreement and its requests under
its Schedule 13D filed with the SEC on June 20, 2017 and such filing, in an amount up to $25,000.

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