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

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8.2
Ownership of the Covered Shares. (a) Each of HCM and Mr. Huber is the beneficial or record owner of, and has
sole voting power over, the Covered Shares set forth under Schedule A hereto. Each of HCM and Mr. Huber has full power of
disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the
matters set forth in this Agreement, in each case with respect to the Covered Shares set forth under such shareholder’s name
in Schedule A hereto. Each of HCM and Mr. Huber has not entered into, and is not subject to, any agreement regarding the
Transfer of any Covered Shares. As of the date hereof, Huber does not own, beneficially or of record, any shares of TNK Common
Stock or other voting shares TNK (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire,
any shares of TNK Common Stock or other voting shares of TNK) other than the shares of TNK Common Stock set forth on Schedule
A
. As of the date hereof, Huber does not own, beneficially or of record, any shares of TIL Common Stock or other voting shares
of TIL (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of TIL Common
Stock or other voting shares of TIL) other than the shares of TIL Common Stock set forth on Schedule A.

8.3
No Conflict; Consents.

(a)
The execution and delivery of this Agreement by Huber does not, and the performance by Huber of its obligations under
this Agreement and the compliance by Huber with any provisions hereof does not and will not: (a) conflict with or violate any Laws
applicable to Huber, or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a Lien on any of the Covered Shares beneficially owned by Huber pursuant to, any Contract or obligation to which
Huber is a party or is subject.

(b)
No consent, approval, order or authorization of, or registration, declaration or, except as required by the rules
and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by
or with respect to Huber in connection with the execution and delivery of this Agreement or its consummation of the transactions
contemplated hereby.

8.4
Absence of Litigation. There are no legal actions, administrative, arbitral or other proceedings, claims,
actions or governmental or regulatory investigations of any nature pending against, or, to the knowledge of Huber, threatened against
or affecting Huber that could reasonably be expected to materially impair or materially adversely affect the ability of Huber to
perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

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