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Seabury Maritime IntroductionMarch, 2019

NEW YORK SUMMIT (NJ) METRO PARK (NJ) LOS ANGELES MINNEAPOLIS STAMFORD (CT) CHICAGO HOUSTON AMSTERDAM BERLIN CORDOBA DUBLIN DURBAN HONG KONG LONDON MANILA SINGAPORE TOKYO

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Agenda

Seabury Introduction

Capabilities and Experience

Seabury Process

Seabury Team

Discussion Topics

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Software & Data Products

Asset Management Senior / unitranche lending Foreign exchange services &

technologies Trade finance solutions Vehicle Service Contract Lending

Comprehensive advisory capabilities Longstanding industry relationships

and extensive expertise Superior information on industry and

developments

Investment and Merchant Banking

Technical Services Full life cycle support End-to-end asset management /

cash flow optimization capabilities Seamless approach and tailored

solutions

Enterprise solutions MRO software solutions Authority systems

Global BrandingCore CompetencyIndustry Expertise

Seabury’s core competencies in Investment Banking, Software / Data Products, Asset Management and Technical Services create a powerful combination.

Seabury Capital’s Value Add

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Seabury Corporate FinanceSeabury’s core competencies in Investment Banking and Advisory consulting services create a powerful combination.

Comprehensive advisory capabilities Longstanding industry relationships

and extensive expertise Superior information on Aviation,

Maritime, and A&D industries Mid-life commercial aircraft

leasing

Investment and Merchant Banking Maritime

Consultancy Services

Thorough understanding of underlying competitive economicsFind strategic value across operating boundaries that translate to sustained competitive advantage

Global BrandingCore CompetencyIndustry Expertise

OUR GOAL IS TO BECOME OUR CLIENTS’ MOST TRUSTED ADVISOR

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Seabury Maritime Investment Banking and Advisory CapabilitiesSeabury is a leading investment banking and advisory practice with deep ties to aviation, aerospace and defense, maritime, transportation, and logistics.

End-to-end solutions for complex and global operatingchallenges• Serving as a single-point-of-contact to:

- Create strategy

- Integrate ventures

- Provide operational proficiency

- Incorporate environmental sustainability

- Deliver sound financial solutions

Team of industry professionals with deep knowledge and ties to maritime and transportation assets and logistics• Transportation

• Infrastructure

• Third-party service providers

• Industry disruptors and technologycompanies

• Government agencies

Global operating platform that capitalizes on Seabury’sdistinctive processes & methodologies

Operational & strategic advisory services fully-integratedwith investment banking capabilities

INVESTMENT BANKING

ADVISORY

BusinessPlanning & Integration

StrategicPlanning

OperationalAnalysis

ClientEngagement

Strategic Financial Solutions

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The Seabury Maritime SolutionSeabury Maritime’s singular solution unites its core competencies: Investment Banking and Industry Advisory.

PROVIDING GLOBAL CONSULTANCY

SERVICES

We have a thorough understanding of the

underlying competitive economics that drive

decision-making

We find strategic value across operating boundaries

that translate to sustained competitive advantage

Industry AdvisoryInvestment Banking

We are focused on providing best-in-class service and execution excellence on complex

transactions to assist our clients in achieving growth

We are a provider of capital-raising services to allow our clients to reach

their strategic goals

OFFERING SENSIBLE TRANSACTION

ADVISORY SUPPORTGlobal

Presence

Core Competency

Industry Expertise

KNOWLEDGE. ASSOCIATION. RELATIONSHIPS. TRUST. RESULTS. INDEPENDENCE.

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Maritime OpportunitiesWith its global footprint, Seabury offers a focused, custom-based service offering to a global industry undergoing rapid transition.

Maritime, Transportation & Logistics Proficiencies• Global scope & experience

• Relationships with diversified industry participants, from service providers and labor to investors and management

• Tailored service offering – as a client, the experts you hire are theexperts working directly with you on the project

Industry Challenges• Size & complexity – the maritime and general transportation & logistics industry

are global in scope, and immense in terms of diversity of players involved

• Dominated by “static”, fixed asset-heavy and locally focused traditionalbusiness models

• The industry has been slow to adapt, and much less a proponent of innovation

Technology and Globalization• Technology is having a profound impact on the industry

• Consolidation and globalization are causing a rapid shift in the requirements forsuccess – a shift the industry is not naturally set up to handle

PORT AUTHORITIES

PRIVATE EQUITY

INDUSTRY TECHNOLOGY

PROVIDERS

TERMINAL OPERATORS

INVESTMENT BANKERS

INFRASTRUCTUREDEVELOPERS

OCEAN & DOMESTIC CARRIERS

INFRASTRUCTURE INVESTORS

CONSULTING FIRMS

3PL SERVICE PROVIDERS

HOME OFFICES

ENGINEERING FIRMS

RAIL AND TRUCK / INTERMODAL

INDUSTRIAL REAL ESTATE

LEGAL FIRMS

GOVERNMENTAGENCIES

INDUSTRYENTREPRENEURS

Investment Banking Industry Advisory

LABOR / MANAGEMENT

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Agenda

Seabury Introduction

Capabilities and Experience

Seabury Process

Seabury Team

Discussion Topics

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Merger & Acquisitions

• Direct experience within the Industry• Leveraging unparalleled relationships• Network of strategic and financial investors• Due Diligence• Merchant Banking

Corporate Valuations

• Local and International perspective• Restructurings• Private Placements

Strategic Advisory

• Sales & Divestitures• Working Capital analysis• Capital Expenditure analysis• Return on Investment (ROI) analysis• Return on Assets (ROA) analysis

Operational Analysis

• Supply Chain Design/Integration• Asset Deployment & Optimization• Industry Technology Applications• Commercial Navigation Projects• Organizational Transformation

Strategic & Business Planning

• Economic Analysis & Impacts• Master Planning• Intermodal Analysis & Planning• Market Intelligence & Analysis• Business Development

Financial Analysis & Planning

• Due Diligence• Transaction Advisory• Investor Sourcing• Procurement

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Advi

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Capabilities and ExperienceOur IB and Advisory team’s exclusive focus on Maritime has allowed us to develop real expertise, based on actual transactional experience, in many of the sub-segments of a truly complex, global industry.

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• Seabury’s Maritime Investment Banking and Advisory practices provide focused services relevant to the broad diversity of the global maritime industry, from vessels and vessel owning companies, to suppliers and logistics and technology providers. In combination with other Seabury Capital units, Seabury Maritime offers financial and strategic advisory services focused on maritime industry participants that are looking to

transform their own business or the industry.

Maritime

Port Infrastructure and Strategy

Inland Marine Services

Green Technology and Digitalization Efforts

Broad Expertise

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Representative Investment Banking Transaction Experience

Note: Includes transactions by SMPFRA professionals while employed at previous firms.

Representative Advisory Project Experience and Past Clients

Commercial Validation for Creation of Container

Marine Terminal

Strategic Analysis, Creation of Master Plan Inputs & Lease Analysis

Strategic Analysis of Global Terminal

Operating System

Marine Terminal Facilities, Lease

Negotiation, Cargo Throughput Rate

Analysis & Strategic Advisory

Strategic Advisory Services at the

International and Local Level

Complete Operational Review in concert with multinational marine

terminal operating company

Capital Raise and M&A with existing

transportation technology service

provider2018

P-3 Concession / Asset Sale

Fall 2018

C$385,000,000Senior Secured Credit Facility

March 2017

P-3 Concession / Strategic Advisory

Support

Expected 2019December 2018

In its Transaction for a new Terminal Operator

Expected Spring 2019

In its Development of a Greenfield Port and its

Transaction for new Terminal Operators

Representative Ongoing and Complete EngagementsSeabury Maritime’s team has extensive transactional experience in both investment banking and advisory roles and has built up a wide client base in the maritime sector, with a focus in the United States.

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Agenda

Seabury Introduction

Capabilities and Experience

Seabury Process

Seabury Team

Discussion Topics

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Seabury is able to guide our Clients through an agreed process from start to end. From the detailed preparation of a launch all the waythrough to the closing of a transaction, Seabury carefully directs and influences the Client’s position in the marketplace.

Sell-side advisory support

Our responsibilities in Phase I• Definition of transaction entity together with the Client’s tax advisors• Definition of the circle of knowledge within the company• Analysis of historic financial performance• Detailed review and potential optimization of the business plan, strategy and

financial projections• Detailed review of products and IP• Drafting of transaction documentation, including NDA, process letter,

information memorandum and teaser• Compile comprehensive diligence materials and populate virtual data room• Identify potential buyers and gauge initial interest early in the process in order

to adapt the equity story and / or projections accordingly (“pre-marketing”)• Establish optimal timing for marketing launch, driven by events such as key

trade shows or major contract milestones

Our responsibilities in Phase II• Contact and coordination of potential investors and their advisors, handling

initial questions and coordination of the submission of indications of interest• Draft and rehearse management presentations and difficult questions• Coordinate and lead site visits and management presentations• Due diligence preparation, coordination and Q&A lead• Utilize our knowledge of investor’s M&A behavior for your benefit• Act as a buffer between the Client and buyers• Establish negotiation strategy and provide the Client with detailed contract

negotiation support, advice and tactics• Lead negotiations of non-legal terms such as NWC adjustments• Navigate through or around difficult process and contractual issues• Minimize involvement of our Client’s senior resources by controlling the

process, coordinating due diligence efforts and negotiating with all externaladvisors

Negotiations, exclusivityPreparation Pre-marketing Marketing

launchSite visits and due diligence

Phase IIPhase I

Continuous back-channel intelligence, lobbying and buyer influence

Signing, closing

How We Add Value on a Sell-Side Process

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How We Add Value on a Buy-Side ProcessSeabury provides significant value add by identifying the best acquisition targets and by influencing sellers and their gatekeepersthrough back-channel communications.

Buy-side advisory support

NegotiationsAcquisition Screening

Detailed target analysis

Target Approach

Diligence support and

valuation

Phase IIPhase I

Continuous back-channel intelligence, lobbying and buyer influence

Signing, closing

Seabury’s top-level responsibilities:• Act as third party, credible “door-opener” when approaching targets while

limiting initial exposure for our client

• Establish back-channel communications with sellers

• Minimize involvement of senior resources by controlling the acquisitionprocess, coordinating due diligence efforts and negotiating with sellers’advisors

• Lobby as a preferred bidder in any auction process

• Act as a buffer between the Client and sellers

• Local US and European presence in case of short-notice meetings withtargets and/or shareholders

• Navigate around difficult process and contract issues

• Senior-level contact and engagement with management and targetsthroughout the process

Seabury’s in-depth responsibilities:• Target valuation analysis

• Detailed review of target business plan, strategy and financial projections

• Detailed review of products, services, capabilities, contracts and forecasts

• In-depth understanding of the markets the targets operate in

• Advise and assist in drafting of offer letters and term sheets

• Due diligence support

• Leading Phase I preparation ahead of a formal approach to targets

• Managing the overall acquisition process during Phase II

• Providing detailed contract negotiation support, advice and tactics

• Understanding cross-border M&A transaction frameworks and regulations

• Utilizing Seabury’s knowledge of potential competing bidders’ usualacquisition behavior to the benefit of the client

• Understanding the usual behavior of the sellers in an M&A transaction

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Our Strategic Review AdvisorySeabury’s broad offering of advisory services will benefit our Clients in a wide range of scenarios. We are in excellent position to provideindependent advice on all strategic options.

Full review of internal and external factors influencing best strategic option

Potential buyers and investors

Shareholder aims,

objectives and

agreements

Business drivers, product lines, customers

Business plan, financials and

projections

Industry-specific and financial

market conditions

Review of options

Seabury’s responsibilities• We aim to develop our understanding of our Client’s operations and shareholder aspirations in order to help shape our thoughts on the options available.

This will include a review of:

- The draft 3-year business plan and its drivers, the company’s or the division’s historic and forecast financial performance and the underlying assumptions about itsfuture performance

- Products / services and technology / IP

- Key platforms and customer base

- Market positioning, risks and key competitors

- Ownership structure, shareholder aspirations and key terms of any shareholder agreements

- Requirements for the business to meet its growth plans such as capex or acquisitions

• Additionally, we offer our services to:

- Establish potential fit with strategic buyers and financial investors, including a preliminary valuation of the company or division in coordination with with the appetiteof a variety of buyers

- Review optimal timing for the different strategic alternatives, taking into account the potential industry cycle and the market environment (valuation environment andM&A activity)

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Agenda

Seabury Introduction

Capabilities and Experience

Seabury Process

Seabury Team

Discussion Topics

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Seabury Maritime TeamSeabury’s team is unique in the industry. Formed by experienced bankers, ex C-Level executives, and industry experts with deep connections within the transportation industry

Edward M.A. Zimny, President & CEO – Metro Park, NJMr. Zimny has directed assignments on a global basis since 1994 with a concentration on creatingstrategies based on competitive economics. He leads the Seabury Maritime business unit wherethey focus on finance, infrastructure and technology within the maritime industry. He is a high-honors graduate of the University of Rhode Island’s Marine Transportation & Marine AffairsProgram, and has supplemented this with numerous certificates/diplomas in sea-going operations,business administration and logistics.

Seabury Team

Henry W. Juan III, Managing Director- Stanford,CTDuring his career Henry has been an investment banker, attorney and trusted advisor workingclosely with corporate Presidents and CEOs to develop and implement vision and strategic plans.Henry holds a Master of Law from Cambridge University and a BA from Williams College where hegraduated cum laude. In addition, he is admitted to the New York State Bar and is a Barrister-At-Law at Gray’s Inn in London, England.

Patrick Bird, Managing Director – Metro Park, NJMr. Bird has over 13 years of industry experience, having held various positions across the worldwith the A.P. Moller-Maersk Group. Prior to joining Seabury, Mr. Bird was Chief Commercial Officer& Head of Government Relations for INTELS Nigeria Limited, one of Africa’s largest oil & gaslogistics companies. He has worked closely with transportation professionals, international oilcompanies and governments to deliver port and logistics-related infrastructure solutions.

Senior AdvisorsSean Mathis, Senior AdvisorMr. Mathis is a Senior Managing Director and one of the founders of New Centurion CapitalPartners, LLC, an investment banking and financial advisory firm, and is the President of LitchfieldAsset Holdings, an investment advisory company he founded in 1983. Mr. Mathis began his careerat Lehman Brothers during which time he worked steadily and intensively with banks, shareholders,bondholders, directors, and management. Mr. Mathis received his B.A. from Alleghany College andhis MBA from Wharton Graduate School of Business, University of Pennsylvania.

Core competency within cross borderM&A in the A&D industry

Prior firms and companies – Maritime Team

Fernando Lehrer, Executive Director- Houston, TXMr. Lehrer is an expert and an entrepreneur within the maritime transportation and upstream energy sectors. He has led global operations in several successful IT start-ups and held C-level positions in three major multinational organizations. Fernando currently serves as strategic advisor to four companies, providing technology and consulting services to the marine, logistics and energy industries. He holds a MSc in Naval Architecture & Marine Eng. from the Univ. Buenos Aires.

Nikos Petrakakos, Vice President– Metro Park, NJMr. Petrakakos has been actively involved in numerous global projects which span around theshipping and transportation industries. Additionally, he has led environmental consulting projects forShipowners and Financial Institutions. He holds a Bachelor of Science in Naval Architecture andMarine Engineering from Webb Institute, NY, and a Master of Science, Ocean SystemsManagement from Massachusetts Institute of Technology.

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Contacts

Henry JuanManaging Director, StamfordT +1 646 734 0257M +1 347 281 0345E hjuan@seaburysecurities.com

Seabury Maritime, LLCOne Stamford Landing, Suite 124Stamford, CT 06902United States of America

Patrick BirdManaging Director, EdisonT +1 732 652 9101M +1 917 708 3951E pbird@seaburymaritime.com

Seabury Maritime, LLC333 Thornall StreetEdison, NJ 08837United States of America

Fernando LehrerExecutive Director, HoustonT +1 832 416 1315M +1 713 819 8864E flehrer@seaburymaritime.com

Seabury Maritime, LLC2211 Norfolk St, Suite 775Houston, TX 77098United States of America

This information (the “Confidential Information”) is confidential and proprietary to Seabury Securities LLC, Seabury Corporate Finance LLC and Seabury Securities (UK) Ltd, together with their subsidiaries andaffiliates (collectively, “Seabury”), and is being provided to the recipient (the “Recipient”) exclusively for the purpose of considering the transaction described herein (the “Business Purpose”). The ConfidentialInformation contained herein is being provided to the Recipient solely for its use in evaluating the Business Purpose, and is not to be reproduced or used for any other purpose whatsoever.

Any descriptions of the state of public and private capital markets are the opinions of Seabury and are based upon its professional assessment of such markets at a moment in time. Its assessments of marketconditions should therefore not be relied upon in formulating any investment decisions, and the general assessments of such market conditions expressed herein cannot be cited publicly or privately by the Recipientto third parties.

The Confidential Information is given without any liability or obligation accruing to Seabury whatsoever, and is not intended to constitute legal, accounting or tax advice, and no representation or warranty, expressedor implied, is made as to the accuracy, completeness or thoroughness of the contents. The Recipient should consult with its own legal, tax and accounting advisors as to the accuracy of and application of any taxand accounting principles described herein.

Seabury Securities (UK) Ltd is authorised and regulated by the Financial Conduct Authority.

Nikos PetrakakosVice President, EdisonT +1 732 652 9106M +1 732 331 8666E npetrakakos@seaburysecurites.com

Seabury Maritime, LLC333 Thornall StreetEdison, NJ 08837United States of America