13D Filing: Oaktree Capital Group Holdings GP, LLC and Torm PLC

2.5

The Company will require that persons other than Oaktree who subscribe for Shares in the Private Placement will enter into a subscription form or investor letter containing substantially the same provisions set out in Annex 1 of the form attached as Appendix 1.

2.6

Nothing in this Undertaking shall oblige the Company to complete the Private Placement.

3

Payment and delivery

3.1

No later than three (3) business days following the Pricing Date (the “Closing Date”), payment for the Shares subscribed for by Oaktree shall be made to the Company in USD denominated funds immediately available to an account as instructed by the Company.

3.2

The Shares subscribed for by Oaktree shall be delivered by, or on behalf of, the Company through the facilities of Computershare DR Nominees Limited (“CDRNL”), as nominee of Computershare (Trustees) Jersey Limited, to Oaktree’s account with CDRNL. The Shares subscribed for by Oaktree shall be represented in CDRNL by a depositary receipt, which shall be issued in the name of Oaktree and recorded by CTJL as soon as practicable on or around the Closing Date.

4

Backstop Fee

4.1

As consideration for agreeing to the terms of Clause 2.2 above, the Company shall pay Oaktree a fee of USD 1,250,000 (corresponding to 1.25% of the backstop undertaking referred to in Clause 2.2 above). Such fee shall be paid in full to Oaktree in USD denominated funds without, save as may be imposed by law, any withholding or deduction for or on account of taxes or otherwise (and if such a withholding or deduction is imposed by law, making Oaktree whole for any withholding or deduction), to an account as instructed by Oaktree no later than two (2) business days following the Closing Date. Such fee is exclusive of any amounts in respect of value added tax (“VAT”) which is chargeable on the supply or supplies for which such fee (or any part thereof) is the whole or part of the consideration for VAT purposes (the “Supply”). If VAT becomes chargeable on such Supply for which Oaktree (or a member of its group for VAT purposes) is required to account to any taxation authority, the Company shall, subject to the receipt of a valid VAT invoice in respect of such Supply, pay to Oaktree (in addition to such fee) a sum equal to the amount of such VAT.

5

Company Representation

5.1

The Company’s registration statement, as amended, on Form 20-F that was publically filed with the U.S. Securities and Exchange Commission (the “Registration Statement”), the Company’s report of interim results for the third quarter of 2017 released on 15 November 2017 and available on the Company’s website (the “Q3 Report”) as supplemented  by the market update announcement dated 22 January 2018 (together with the Registration Statement, the Q3 Report, collectively, the “Disclosure Materials”), as of the date of this Undertaking does not,  and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.