8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2022

Tidewater Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-6311		72-0487776
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
842 West Sam Houston Parkway North, Suite 400 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 470-5300
 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	TDW	New York Stock Exchange
Series A Warrants to purchase shares of common stock	TDW.WS.A	New York Stock Exchange
Series B Warrants to purchase shares of common stock	TDW.WS.B	New York Stock Exchange
Warrants to purchase shares of common stock	TDW.WS	NYSE American
Preferred stock purchase rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐         Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On April 22, 2022 (the “Closing Date”), Tidewater Inc., a Delaware corporation (“Tidewater”), completed its acquisition (the “Acquisition”) of all of the issued and outstanding shares of Swire Pacific Offshore Holdings Limited, a limited company organized under the laws of Bermuda (“SPO”), from Banyan Overseas Limited, a limited company organized under the laws of Bermuda (“Seller”). As a result of the Acquisition, SPO became an indirect wholly-owned subsidiary of Tidewater. The Acquisition was effected pursuant to the Share Purchase Agreement, dated March 9, 2022, by and among Tidewater, Seller and SPO. On the Closing Date, Tidewater, SPO and Seller entered into a Closing Agreement and Amendment to Share Purchase Agreement (the “Closing Agreement”), which set forth the parties’ agreement with respect to certain closing matters. The Share Purchase Agreement, as amended by the Closing Agreement, is herein referred to as the “Purchase Agreement.”

Item 1.01         Entry into a Material Definitive Agreement

Registration Rights Agreement

On the Closing Date, Tidewater entered into a registrations rights agreement (the “Registration Rights Agreement”) with Seller pursuant to which Tidewater agreed to register for resale the shares of Common Stock (as defined below) issuable upon exercise of the Warrants (as defined below) issued to Seller in connection with the Acquisition. The Registration Rights Agreement also provides Seller with certain piggyback registration rights and rights to demand underwritten offerings.

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.

Warrant Agreement

On the Closing Date, Tidewater entered into a warrant agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) pursuant to which Tidewater issued to Seller warrants to initially purchase up to 8,100,000 shares of Tidewater’s common stock, par value $0.001 per share (“Common Stock”) (subject to adjustment and to the restrictions on foreign ownership contained in Tidewater’s Amended and Restated Certificate of Incorporation) (the “Warrants”).

The Warrants have a 25-year term and do not grant the holder any voting or control rights or contain any negative covenants restricting the operation of Tidewater’s business. The Warrants are structured to comply with the foreign ownership limitations applicable to Tidewater’s Common Stock contained in the Merchant Marine Act of 1920, as amended.

Termination. All unexercised Warrants will expire, and the rights of the holder to purchase shares of Common Stock will terminate on April 22, 2047 (the “Expiration Date”).

Adjustments. The number of shares of Common Stock for which a Warrant is exercisable, and the exercise price per share of such Warrant are subject to adjustment from time to time upon the occurrence of certain events, including, among other things: (i) the issuance of shares of Common Stock as a dividend or distribution on shares of Common Stock or a stock split, subdivision, combination, or other reclassification of the outstanding shares of Common Stock into a greater or smaller number of shares of Common Stock; (ii) the distribution to all holders of shares of Common Stock of cash, evidences of indebtedness or other assets; and (iii) the merger, consolidation, recapitalization, reclassification, reorganization or business combination by Tidewater with another person.

Cashless Exercise. Holders of the Warrants may elect to exercise the Warrants on a cashless basis. If cashless exercise is elected, the number of shares of Common Stock otherwise issuable upon exercise of the Warrants will be reduced by a number of shares equal to (i) the aggregate exercise price which would otherwise be payable in cash for all of the shares of Common Stock for which such Warrants are being exercised, divided by (ii) the market price of a share of Common Stock determined as of the business day immediately preceding the day the warrant exercise notice is delivered to the Warrant Agent.

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Alternative Exercise. The Warrant Agreement provides for certain procedures that will apply when a holder of the Warrants elects to exercise its Warrants in connection with a short sale of shares of Common Stock by such holder such that the shares issuable upon exercise of the Warrants will be delivered to cover such short sale via the holder’s broker-dealer.

The foregoing description of the Warrant Agreement is not complete and is qualified in its entirety by reference to the complete text of the Warrant Agreement, a copy of which is filed as Exhibit 10.2 hereto and the terms of which are incorporated herein by reference.

Transitional Trademark License Agreement

On the Closing Date, Tidewater entered into a transitional trademark license agreement (the “Transitional Trademark License Agreement”) with Swire Pacific Limited, the parent of Seller (“Licensor”), pursuant to which Licensor granted Tidewater a limited license with respect to certain names and marks of Seller and its affiliates.

The foregoing description of the Transitional Trademark License Agreement is not complete and is qualified in its entirety by reference to the complete text of the Transitional Trademark License Agreement, a copy of which is filed as Exhibit 10.3 hereto and the terms of which are incorporated herein by reference.

Transition Services Agreement

On the Closing Date, Tidewater and Seller also entered into a transition services agreement (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, for a limited period of time following the Closing Date, (i) Seller will provide certain transition services to SPO or its subsidiaries for the benefit of Tidewater and (ii) Tidewater will provide certain transition services to Seller or its subsidiaries for the benefit of Seller, in each case, on the terms and conditions set forth therein.

The foregoing description of the Transition Services Agreement is not complete and is qualified in its entirety by reference to the complete text of the Transition Services Agreement, a copy of which is filed as Exhibit 10.4 hereto and the terms of which are incorporated herein by reference.

Item 2.01         Completion of Acquisition or Disposition of Assets

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. Pursuant to the Purchase Agreement, Tidewater completed the Acquisition in exchange for consideration consisting of 8,100,000 Warrants and $42,000,000 in cash. The cash portion of the consideration is subject to customary adjustments following the closing as set forth in the Purchase Agreement based on SPO’s closing date cash, working capital, indebtedness and transaction related expenses.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and are subject to and qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and the terms of which are incorporated herein by reference.

Item 3.02         Unregistered Sales of Equity Securities

Pursuant to the Purchase Agreement, on the Closing Date, Tidewater issued an aggregate of 8,100,000 Warrants to Seller as partial consideration for the Acquisition.

The issuance of the Warrants was made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

This description of the Purchase Agreement contained in the “Introductory Note” and Section 2.01 of this Current Report are incorporated by reference herein.

Item 7.01         Regulation FD Disclosure

On the Closing Date, Tidewater issued a press release announcing the completion of the Acquisition. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, amended, except as shall be expressly set forth by specific reference in such a filing.

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Item 8.01      Other Events

Tidewater is supplementing the risk factors in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 9, 2022, with the risk factors set forth below:

Tidewater may be unable to integrate the business of SPO successfully.

The Acquisition involves numerous operational, strategic, financial, accounting, legal, tax and other risks, as well as potential liabilities associated with the acquired businesses. Difficulties in integrating SPO into Tidewater may result in Tidewater performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. Tidewater’s and SPO’s existing businesses could also be negatively impacted by the Acquisition. Potential difficulties that may be encountered in the integration process include, among other factors:

● the inability to successfully integrate the business of SPO into Tidewater in a manner that permits Tidewater to achieve the cost savings anticipated from the Acquisition;

● complexities associated with managing the larger, more complex, integrated business, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of the two companies in a seamless manner;

● not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies;

● integrating personnel from the two companies while maintaining focus on providing consistent, high-quality services;

● potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Acquisition;

● loss of key employees;

● integrating relationships with customers, vendors and business partners;

● performance shortfalls as a result of the diversion of management’s attention caused by integrating SPO’s operations into Tidewater; and

● the disruption of, or the loss of momentum in, Tidewater’s ongoing business or inconsistencies between Tidewater and SPO in standards, controls, procedures and policies.

Any of these issues could reduce Tidewater’s earnings or otherwise adversely affect the business and financial results of Tidewater following the Acquisition.

The synergies attributable to the Acquisition may vary from expectations.

Tidewater may fail to realize the anticipated benefits and cost savings expected from combining Tidewater’s and SPO’s businesses, including the approximately $45 million of annual run-rate cost synergies that Tidewater expects the combined company to realize. The anticipated benefits and cost savings from the Acquisition may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other adverse effects that Tidewater does not currently foresee. Some of the assumptions that Tidewater has made, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, the benefit from a substantial increase in scale and geographic diversity specifically in West Africa, Southeast Asia and the Middle East and the continuation of Tidewater’s investment in its fleet of vessels may not be realized. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the business combination that were not discovered in the course of performing due diligence. If Tidewater is unable to achieve these objectives and realize the anticipated benefits and synergies expected from the Acquisition within the anticipated timing or at all, Tidewater’s business, financial condition and operating results may be adversely affected.

The availability for sale of a large number of shares may depress the market price of Tidewater’s common stock.

As of April 22, 2022, approximately 41.7 million shares of Tidewater’s common stock were outstanding, and Tidewater had 14.9 million shares issuable upon the exercise of outstanding warrants, including the 8,100,000 Warrants Tidewater issued at the closing of the Acquisition and 5.9 million warrants that were (and currently are) out-of-money.

The availability for sale of a large number of shares by Seller may depress the market price of Tidewater’s common stock and impair its ability to raise additional capital through the public sale of its common stock. Tidewater has no arrangement with Seller to address the possible effect on the price of Tidewater’s common stock of the sale by Seller of its shares.

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Item 9.01         Financial Statements and Exhibits

(a)         Financial Statements of Business Acquired

The audited financial statements of SPO required pursuant to this Item 9.01(a) will be filed by amendment within 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(b)         Pro Forma Financial Information

The pro forma financial information required pursuant to this Item 9.01(b) will be filed by amendment within 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(c)         Exhibits

The following exhibits are filed herewith:

Exhibit Number	Description
2.1*	Share Purchase Agreement, dated as of March 9, 2022, by and among Tidewater Inc., Banyan Overseas Limited and Swire Pacific Offshore Holdings Limited (incorporated by reference to Exhibit 2.1 to Tidewater Inc.’s Current Report on Form 8-K, filed March 9, 2022).
10.1*	Registration Rights Agreement, dated as of April 22, 2022, by and Tidewater Inc. and Banyan Overseas Limited.
10.2*	Warrant Agreement, dated as of April 22, 2022, by and among Tidewater Inc. and American Stock Transfer & Trust Company, LLC.
10.3*	Transitional Trademark License Agreement, dated as of April 22, 2022, by and among Tidewater Inc. and Swire Pacific Limited.
10.4*	Transition Services Agreement, dated as of April 22, 2022, by and among Tidewater Inc. and Banyan Overseas Limited.
99.1	Press Release, dated as of April 22, 2022, announcing the completion of the Acquisition.
104	Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.

*         Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Tidewater agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIDEWATER INC.
Date: April 25, 2022	By:	/s/ Daniel A. Hudson
		Name: Daniel A. Hudson
		Title: Executive Vice President, General Counsel and
		Corporate Secretary

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EX-10.1

Exhibit 10.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

between

TIDEWATER INC.

and

BANYAN OVERSEAS LIMITED

Dated as of April 22, 2022

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
Section 1.1	Definitions	1
ARTICLE II REGISTRATION RIGHTS		4
Section 2.1	Shelf Registration	4
Section 2.2	Piggyback Registration	7
Section 2.3	Sale Procedures	9
Section 2.4	Cooperation by Holders	12
Section 2.5	Restrictions on Public Sale by Holders of Registrable Securities	12
Section 2.6	Expenses	12
Section 2.7	Indemnification	13
Section 2.8	Transfer or Assignment of Registration Rights	15
Section 2.9	Transfer Restrictions	15
Section 2.10	Aggregation of Registrable Securities	15
Section 2.11	Affiliate Status	16
Section 2.12	ATM sales by the Company	16
ARTICLE III MISCELLANEOUS		16
Section 3.1	Communications	16
Section 3.2	Successors and Assigns	17
Section 3.3	Assignment of Rights	17
Section 3.4	Recapitalization (Exchanges, etc. Affecting the Common Stock)	17
Section 3.5	Enforcement	18
Section 3.6	Counterparts	18
Section 3.7	Governing Law, Submission to Jurisdiction	18
Section 3.8	Waiver of Jury Trial	18
Section 3.9	Severability of Provisions	19
Section 3.10	Entire Agreement	19
Section 3.11	Amendment	19
Section 3.12	No Presumption Against the Drafting Party	19
Section 3.13	Interpretation	19

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REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of April 22, 2022 (this “Agreement”), between Tidewater Inc., a Delaware corporation (the “Company”), and Banyan Overseas Limited, a limited company organized under the Laws of Bermuda (“Seller”).

WHEREAS, the Company and Seller are parties to a Share Purchase Agreement, dated as of March 9, 2022 (the “Purchase Agreement”), by and among the Company, Seller and Swire Pacific Offshore Holdings Limited, a limited company organized under the Laws of Bermuda (“Target”), pursuant to which Seller is selling to the Company, and the Company is purchasing from Seller, 100% of the issued and outstanding shares in the share capital of Target (the “Sale”);

WHEREAS, in accordance with Section 2.1 of the Purchase Agreement, as partial consideration for and at the closing of the Sale, the Company is delivering the Warrant Consideration (as defined in the Purchase Agreement) to Seller;

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of Seller pursuant to the Purchase Agreement; and

WHEREAS, it is a condition to the obligations of the Company, Seller and Target to complete the Sale under the Purchase Agreement that this Agreement be executed and delivered.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1    Definitions. The terms set forth below are used herein as so defined:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” has the meaning specified therefor in the introductory paragraph.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

“Business” means the provision of offshore marine support and transportation services to the global offshore energy industry through the operation fleet, including anchor handling tug supply vessels, platform supply vessels, accommodation barges, seismic vessels and subsea multipurpose vessels as conducted by the Group Companies and the Non-Controlled Companies; provided, however, that Business shall not include the operation of wind turbine installation vessels.

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“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“Closing” has the meaning specified in the Purchase Agreement.

“Closing Date” has the meaning specified in the Purchase Agreement.

“Coast Guard Approval” has the meaning specified in the Purchase Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Competitor” means any Person engaged in the Business.

“Current ATM Program” means the arrangement to offer and sell shares of Common Stock pursuant to the ATM Sales Agreement, dated November 16, 2021 and as may be amended from time to time, among the Company, Virtu Americas LLC and DNB Markets, Inc., which offer and sale have been registered under the Securities Act pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-234686), as amended by Post-Effective Amendment No. 1 filed with the Commission on July 13, 2021, which was declared effective by the Commission on July 20, 2021, including the prospectus contained therein, as supplemented by the prospectus supplement dated November 17, 2021.

“Effective Date” means the date of effectiveness of a Shelf Registration Statement filed pursuant to Section 2.1(a).

“Effectiveness Period” has the meaning specified therefor in Section 2.1(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Filing Date” has the meaning specified therefore in Section 2.1(a).

“Governmental Authority” has the meaning set forth in the Purchase Agreement.

“Holder” means Seller or any owner of Registrable Securities to whom Seller has transferred Registrable Securities and made an assignment of its rights under this Agreement pursuant to Section 2.8.

“Included Registrable Securities” has the meaning specified therefor in Section 2.2(a).

“Law” has the meaning specified in the Purchase Agreement.

“Losses” has the meaning specified therefor in Section 2.7(a).

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“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“NYSE” means the New York Stock Exchange.

“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Piggyback Notice” has the meaning specified therefor in Section 2.2(a).

“Piggyback Opt-Out Notice” has the meaning specified therefor in Section 2.2(a).

“Piggyback Registration” has the meaning specified therefor in Section 2.2(a).

“Purchase Agreement” has the meaning specified therefor in the Recitals of this Agreement.

“Related Agreements” has the meaning specified in the Purchase Agreement.

“Registrable Securities” means (a) the Shares and (b) any shares of Common Stock issued or issuable with respect to the Shares by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock. Any Registrable Security will cease to be a Registrable Security at the earliest of the following: (a) when a registration statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) when such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force) under the Securities Act; (c) when such Registrable Security is acquired by the Company or one of its subsidiaries; (d) when such Registrable Security has been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities; and (e) as to Registrable Securities beneficially owned by a Holder, the date on which all Registrable Securities beneficially owned by such Holder may be sold in a single sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act) without limitations on volume or manner of sale or any other restriction or requirement that must be satisfied by such Holder or the Company (other than satisfaction of the customary requirements of the Company’s transfer agent associated with the removal of restrictive legends).

“Registration Expenses” has the meaning specified therefor in Section 2.6(a).

“Resale Opt-Out Notice” has the meaning specified therefor in Section 2.1(b).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

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“Selected Court” has the meaning specified therefor in Section 3.7.

“Seller” has the meaning specified in the introductory paragraph of this Agreement.

“Selling Expenses” has the meaning specified therefor in Section 2.6(a).

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

“Shares” means the shares of Common Stock issued or issuable upon exercise of a Warrant constituting a part of the Warrant Consideration.

“Shelf Registration Statement” means a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (or any similar provision then in force under the Securities Act).

“Transfer” has the meaning specified therefor in Section 2.9(a).

“Underwritten Offering” means an offering (including an offering pursuant to a Shelf Registration Statement) in which Common Stock is sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. For the avoidance of doubt, any offering or sale of Common Stock by the Company pursuant to an “at-the-market” offering as defined in Rule 415(a)(4) of the Securities Act shall not be considered an Underwritten Offering hereunder.

“Warrant” means a Buyer Warrant, as such term is defined in the Purchase Agreement.

“Warrant Agreement” has the meaning specified in the Purchase Agreement.

“WKSI” means a well-known seasoned issuer (as defined in the rules and regulations of the Commission).

ARTICLE II
REGISTRATION RIGHTS

Section 2.1    Shelf Registration and Underwritten Offerings.

(a)    Shelf Registration. As soon as practicable following the Closing, but in no event more than one (1) Business day following the Closing Date, the Company shall use its commercially reasonable efforts to prepare and file a Shelf Registration Statement under the Securities Act covering the Registrable Securities. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective as promptly as practicable after the date of filing of such Shelf Registration Statement (the “Filing Date”). Such Shelf Registration Statement shall entitle Holder to sell Registrable Securities at least equal to the number of shares of Common Stock sold short by such Holder and to sell short Registrable Securities, and shall permit, in its plan of distribution, short sales of Registrable Securities. The Company will use its commercially reasonable efforts to cause such Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act until the earliest of (i) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding or (iii) three years from the Effective Date (the “Effectiveness Period”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company; provided, however, that if the Company is a WKSI at the time a Shelf Registration Statement is required to be filed hereunder, such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement (or a prospectus supplement filed pursuant to an existing Automatic Shelf Registration Statement). A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). Immediately following the date that a Shelf Registration Statement filed pursuant to this Section 2.1(a) becomes effective, but in any event within two Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of a Shelf Registration Statement; provided that no such notice shall be required if such Shelf Registration Statement is an Automatic Shelf Registration Statement.

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(b)    Resale Registration Opt-Out. Any Holder may deliver advance written notice (a “Resale Opt-Out Notice”) to the Company requesting that such Holder not be included in a Shelf Registration Statement filed pursuant to Section 2.1(a). Following receipt of a Resale Opt-Out Notice from a Holder, the Company shall not be required to include the Registrable Securities of such Holder in such Shelf Registration Statement.

(c)    Underwritten Offerings: Shelf Takedowns. At any time the Company has an effective Shelf Registration Statement with respect to the Registrable Securities held by Seller or an Affiliate of Seller, by notice to the Company specifying the intended method or methods of disposition of such Registrable Securities and an amount to be sold of not less than the lesser of $35 million, and that number of Registrable Securities that represents five percent (5%) of the issued and outstanding shares of Common Stock prior to such Underwritten Offering (the “Minimum Offering Size”), as soon as reasonably practicable following such written request (a “Shelf Takedown Request”) by Seller and/or an Affiliate of Seller (the “Demanding Holder” or “Demanding Holders”) that the Company effect an Underwritten Offering of all or a portion of such Registrable Securities (a “Shelf Takedown”), the Company shall amend or supplement the Shelf Registration Statement and/or prepare a prospectus supplement to the Shelf Registration Statement for such purpose. Seller and Seller's Affiliates shall be entitled to no more than two (2) Shelf Takedown Requests during any twelve month period, and no more than three (3) Shelf Takedown Requests in the aggregate. If a Shelf Takedown is commenced but terminated prior to the pricing thereof for any reason, such Shelf Takedown will not be counted pursuant to this Section 2.1(c).

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(d)    Procedures for Shelf Takedowns. All determinations as to whether to complete any Shelf Takedown and as to the timing, manner, price and other material terms of any Shelf Takedown, including whether to conduct the Shelf Takedown as a firm commitment offering or a block trade, shall be determined by the Demanding Holders; provided, however, that the terms of the underwriting agreement with respect to any Shelf Takedown shall be reasonably acceptable to the Company (with the Company’s consent thereto not to be unreasonably withheld, conditioned or delayed) and the underwriters, and, for the avoidance of doubt, terms of an underwriting agreement that are generally consistent with those for substantially similar offerings shall be deemed to be so reasonably acceptable. In connection with any Underwritten Offering under this Section 2.1, the Demanding Holders shall be entitled to select the Managing Underwriter and other underwriters; provided, that such Managing Underwriter and other underwriters shall be reasonably acceptable to the Company, with the Company’s consent thereto not to be unreasonably withheld, conditioned or delayed. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder shall be obligated to enter into an underwriting agreement with the underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required by the Managing Underwriter. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an Underwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that (i) such withdrawal must be made at least one Business Day prior to the proposed time of pricing of such Underwritten Offering to be effective; (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Selling Holder shall no longer have any right to include Registrable Securities in the Underwritten Offering as to which such withdrawal was made and (iii) notwithstanding anything herein to the contrary, such Selling Holder shall reimburse the Company for all fees and expenses attributable to such Selling Holder incurred by the Company.

(e)    Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may (w) delay the filing of a Shelf Registration Statement required by Section 2.1(a), (x) upon reasonable written notice to any Selling Holder whose Registrable Securities are included in the Shelf Registration Statement and who is in possession of material non-public information related to the Company, suspend such Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement), (y) delay complying with a Shelf Takedown Request, or (z) delay ATM Sales, as applicable, (A) during the Company’s quarterly blackout period that is applicable to the Company’s directors and executive officers generally or (B) if (i) the Company is pursuing a financing, acquisition, merger, reorganization, disposition or other similar transaction or a material event or occurrence has occurred with respect to the Company that has not been disclosed to the public and (ii) the Company determines in good faith that the disclosure of such transaction or event at such time would be detrimental to the Company or the holders of its Common Stock; provided, however, that in no event shall the Company’s obligation to file a Shelf Registration Statement pursuant to Section 2.1(a), a Selling Holder’s right to sell Registrable Securities, or the Company’s obligation to conduct ATM Sales or comply with a Shelf Takedown Request be suspended pursuant to clause (B) more than twice and for a period that exceeds an aggregate of 90 days, in each case, in any 365 day period or with respect to any individual suspension, for a period that exceeds 60 consecutive days. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, any transactions completed under the Purchase Agreement or in any Related Agreements are excluded from this Section 2.1(e).

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Section 2.2    Piggyback Registration.

(a)    Participation. If the Company proposes to file (A) a registration statement under the Securities Act providing for the public offering of Common Stock, for its own account or for the account of a selling stockholder, for sale to the public in an Underwritten Offering, excluding a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto), a registration statement for the sale of Common Stock issued upon conversion of debt securities or any other form not available for registering the Registrable Securities for sale to the public, or (B) a prospectus supplement to an effective Shelf Registration Statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement, then, in each case with respect to an Underwritten Offering of Common Stock, the Company will notify each Holder of the proposed filing as soon as practicable, but not less than fourteen (14) days, before the anticipated filing, and afford each Holder an opportunity to include in such Underwritten Offering all or any part of the Registrable Securities then held by such Holder (the “Included Registrable Securities”) that may properly be offered on such registration statement (a “Piggyback Registration”). Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered or effect any public sale or distribution of Common Stock until the earlier of (i) the date that the applicable registration statement or prospectus supplement has been filed with the Commission and (ii) 20 days after the date of such notice. Each Holder desiring to include in such Piggyback Registration all or part of such Registrable Securities held by such Holder that may be included in such Piggyback Registration shall, within five Business Days after receipt of the above-described notice from the Company in the case of a filing of a registration statement and within two Business Days after the day of receipt of the above-described notice from the Company in the case of a filing of a prospectus supplement to an effective Shelf Registration Statement with respect to a Piggyback Registration, so notify the Company in writing (such notice, a “Piggyback Notice”), and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Piggyback Registration and provide the Company with such information with respect to such Holder as shall be reasonably necessary in order to assure compliance with federal and applicable state securities Laws. If no request for inclusion from a Holder is received within the time period specified in this Section 2.2(a), such Holder shall have no further right to participate in such Piggyback Registration. For the avoidance of doubt, the Company shall not be required to register any Registrable Securities upon the request of any Holder pursuant to a Piggyback Registration, or to permit the related prospectus or prospectus supplement to be used, in connection with any offering or transfer of Registrable Securities by a Holder other than pursuant to an Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to each Holder that has delivered a Piggyback Notice and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.2(a).

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(b)    Priority of Piggyback Registration. If the Managing Underwriter of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises the Company that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement who have requested participation in the Piggyback Registration (based, for each such Selling Holder or other Person, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Selling Holder or such other Person in such offering; by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all such other Persons in the Piggyback Registration).

(c)    General Procedures. In connection with any Underwritten Offering under this Section 2.2, the Company shall be entitled to select the Managing Underwriter and other underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder shall be obligated to enter into an underwriting agreement with the underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement (including agreeing to any lock-up agreement with respect to Registrable Securities contained therein; provided, that such lock-up agreement shall not be for a period greater than 60 days or that which applies to the executive officers and directors of the Company with respect to such Underwritten Offering) and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an Underwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses.

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(d)    Delivery of Warrants in lieu of Registrable Securities. Notwithstanding anything to the contrary in this Agreement, in connection with any Underwritten Offering under Article II of this Agreement, the Company will reasonably cooperate with a Selling Holder in seeking to arrange with an underwriter for such Selling Holder, in lieu of (and in satisfaction of its obligation to deliver) the Registrable Securities being sold by such Selling Holder, to deliver to the underwriters the number of Warrants that are exercisable for the number of Registrable Securities to be sold by such Selling Holder in such Underwritten Offering or to arrange for such number of Warrants to be exercised such that Registrable Securities may be delivered to such underwriter.

Section 2.3    Sale Procedures. In connection with its obligations under this Article II, the Company will, as promptly as practicable:

(a)    subject to Section 2.1(b), prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep a Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by a Shelf Registration Statement and Shelf Takedown in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the prospectus;

(b)    furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto (other than any amendment or supplement resulting from the filing of a document incorporated by reference therein), upon request, copies of reasonably complete drafts of all such documents proposed to be filed (excluding exhibits and any document incorporated by reference therein), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such Shelf Registration Statement or such other registration statement and the prospectus included therein or any such supplement or amendment thereto, and (ii) such number of copies of such Shelf Registration Statement or such other registration statement and the prospectus included therein and any such supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Shelf Registration Statement or any other registration statement;

(c)    if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Shelf Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders shall reasonably request, provided that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

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(d)    promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus included therein or any amendment or supplement thereto (other than any amendment or supplement resulting from the filing of a document incorporated by reference therein), and, with respect to such Shelf Registration Statement or any other registration statement or any post-effective amendment thereto, in each case other than an Automatic Shelf Registration Statement, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to such Shelf Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

(e)    immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus contained in a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplemental amendment thereto, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice but subject to Section 2.1(e), the Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(f)    otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the Effective Date of such registration statement, which earnings statement shall satisfy the provisions of Section l1(a) of the Securities Act and Rule 158 promulgated thereunder;

(g)    make available to the appropriate representatives of the Selling Holders access to such information and the Company personnel as is reasonable and customary to enable such parties and their representatives to establish a due diligence defense under the Securities Act; provided that the Company need not disclose any non-public information to any such representative unless and until the Selling Holders and such representatives have entered into a confidentiality agreement with the Company;

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(h)    in connection with any Underwritten Offering pursuant to Section 2.1 or Section 2.2, (i) use all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters; (ii) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Managing Underwriter of such offering; and (iii) if the amount of securities included in such Underwritten Offering are in excess of the Minimum Offering Size, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations, including by videoconference, that may be reasonably requested by the Managing Underwriter; provided, however, that such presentations shall not require management to travel and, unless such Underwritten Offering is for an amount of Registrable Securities of not less than the lesser of $50 million and that number of Registrable Securities that represents seven percent (7%) of the issued and outstanding shares of Common Stock prior to such Underwritten Offering, management shall not be obligated to participate in any individual meetings with investors;

(i)    cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed; provided, that nothing herein shall prevent the Company from consummating a transaction in which the Common Stock ceases to be listed on a securities exchange;

(j)    use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(k)    provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the Effective Date;

(l)    if reasonably requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities by such Selling Holder, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and

(m)    otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Selling Holders, in connection with any sale of the Shares and any sale of the Warrants.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.3, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will deliver to the Company (at the Company’s expense) all copies in its possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus and any prospectus supplement covering such Registrable Securities current at the time of receipt of such notice.

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Section 2.4    Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in the Shelf Registration Statement or in an Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely furnish such information that the Company determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.5    Restrictions on Public Sale by Holders of Registrable Securities. In order to enforce the lock-up provisions pursuant to Section 2.2(c), the Company shall have the right to impose stop transfer instructions with respect to the Registrable Securities (and the securities of every other Person subject to the foregoing restriction) until the end of such lock-up period.

Section 2.6    Expenses.

(a)    Certain Definitions. “Registration Expenses” means all out-of-pocket expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities in a Shelf Registration Statement and Shelf Takedown pursuant to Section 2.1 or a Piggyback Registration pursuant to Section 2.2, and the disposition of such securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, the fees and disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance. The Company shall not be responsible for the legal fees and disbursements incurred by Holders in connection with the exercise of such Holders’ rights hereunder. In addition, the Company shall not be responsible for any “Selling Expenses,” which means all underwriting fees, discounts and selling commissions or broker or similar commissions or fees, and transfer taxes allocable to the sale of the Registrable Securities.

(b)    Expenses. The Company will pay all Registration Expenses in connection with a Shelf Registration Statement, Shelf Takedown or a Piggyback Registration, whether or not any sale is made pursuant to such Shelf Registration Statement, Shelf Takedown or Piggyback Registration. Each Selling Holder shall pay all Selling Expenses in connection with any sale of its Registrable Securities hereunder.

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Section 2.7    Indemnification.

(a)    By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees, partners and agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employees, partners and agents and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable.

(b)    By Each Selling Holder. Each Selling Holder agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, officers and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto; provided, however, that the liability of each such Selling Holder shall be limited to the net proceeds received by such Selling Holder from the sale of Registrable Securities of such Selling Holder to which such Losses relate.

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(c)    Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under this Section 2.7(c) except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.7(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense and employ counsel or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, the indemnifying party shall not settle any indemnified claim without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete release from liability of, and does not contain any admission of wrong doing by, the indemnified party.

(d)    Contribution. If the indemnification provided for in this Section 2.7 is held by a court or government agency of competent jurisdiction to be unavailable to the Company or any Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of such Selling Holder on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission: provided, however, that the liability of any Selling Holder under this Section 2.7 shall be limited to the amount of the net proceeds received by such Selling Holder in such sale of its Registrable Securities giving rise to such liability. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification or contribution from any Person who is not guilty of such fraudulent misrepresentation.

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(e)    Other Indemnification. The provisions of this Section 2.7 shall be in addition to any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.8    Transfer or Assignment of Registration Rights. The right to cause the Company to register Registrable Securities granted to Seller by the Company, (X) with the Company’s consent (not to be unreasonably withheld, conditioned or delayed), under Section 2.1(c) and Section 2.1(d), and (Y) under this Article II, other than the rights set forth in Section 2.1(c) and Section 2.1(d), may be transferred or assigned by Seller to any transferee(s) or assignee(s) of any Warrants or any Registrable Securities (collectively, the “Transferees”). Any Transferee that holds at least 5% of the total number of Warrants included within the Warrant Consideration shall have the rights to Shelf Registration provided in Section 2.1(a) and Piggyback Registration provided in Section 2.2. In addition, all or any portion of the rights and obligations of Seller under this Agreement may be transferred or assigned by Seller to any Affiliate of Seller. The Company shall be given written notice prior to any such transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned, and each such transferee shall assume in writing responsibility for its obligations under this Agreement.

Section 2.9    Transfer Restrictions. Without the prior written approval of the Company, no Holder shall, directly or indirectly, sell, offer or agree to sell, or otherwise transfer, or loan or pledge (other than a pledge in connection with a bona fide third party debt financing), through swap or hedging transactions, or grant any option to purchase, make any short sale or otherwise dispose of (“Transfer”) any Warrants or Shares to (a) any Person on Exhibit 2.9 hereto, or (b) any Person who after giving effect to such Transfer and, to the Transferring Holder’s knowledge, would own 5% or more of the outstanding shares of Common Stock (other than any Person entitled to file a Schedule 13G with respect to the Common Stock pursuant to Rule 13d-1(b)(1) under the Exchange Act); provided, however, that this Section 2.9 shall not apply to (A) a Transfer to an Affiliate of such Holder, (B) any Transfer effected through an open market transaction in which the transferee’s identity is not known to such Holder, or (C) any Transfer to the acquiror in a transaction that has been recommended by the Company’s board of directors and that contemplates the acquisition by such acquiror of more than 50% of the Company's equity securities (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance, or otherwise). Any attempt to Transfer any Shares in violation of this Section 2.9 shall be null and void ab initio and no right, title or interest therein or thereto shall be Transferred to the purported Transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted Transfer on its records. The Company may, by written notice to the Holders, acting reasonably and in good faith, amend this Section 2.9 without the consent of any Holder to add thereto any Person not set forth thereon that becomes a Competitor after the date hereof. Any such amendment shall become effective on the tenth Business Day after delivery thereof to the Holders by the Company.

Section 2.10    Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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Section 2.11    Affiliate Status. Based on the information available to the Company and Seller as of the date of this Agreement, both the Company and Seller agree that Seller is not an affiliate (as such term is defined under Rule 144 and Rule 405 promulgated under the Securities Act) of the Company solely as a result of, and immediately following, completion of the transactions contemplated by the Purchase Agreement or any of the Related Agreements, including this Agreement.

Section 2.12    ATM sales by the Company. If requested in writing by Seller, the Company shall, within five (5) Business Days of receiving such request, use commercially reasonable efforts to offer and sell shares of Common Stock under its Current ATM Program, and shall use the net proceeds (net of any fees payable to the agent under such at-the-market program) from such sales to buy from Seller that number of Warrants that are exercisable for the number of shares of Common Stock so sold under the Current ATM Program (such sales, “ATM Sales”). Any request by Seller under this Section 2.12 shall constitute a binding agreement with the Company to sell such number of Warrants to the Company in exchange for such net proceeds, shall be irrevocable once delivered to the Company and shall specify the number of shares of Common Stock and the minimum sale price thereof to be sold under the Current ATM Program. Once aggregate sales of shares of Common Stock under the Current ATM Program reach the maximum aggregate offering amount under the Current ATM Program, if requested in writing by Seller, the Company shall, within thirty (30) days of receiving such request, use commercially reasonable efforts to either amend the Current ATM Program or otherwise do all such things and execute all such agreements or instruments to institute a new at-the-market program to effect the offer and sale of shares of Common Stock in the manner contemplated by this Section 2.12. Notwithstanding anything herein to the contrary, (a) the Company’s obligations under this Section 2.12 shall be subject to any restrictions imposed by the terms of the agreements governing the Company’s debt securities and facilities, applicable law and, for a period not exceeding three Business Days, prevailing market conditions and (b) this Section 2.12 shall be inapplicable, and of not force or effect, and the Company shall have no obligation to conduct ATM sales if the Warrant Agreement executed by the parties thereto includes the Alternative Warrant Exercise (as defined in the Warrant Agreement) right and related provisions.

ARTICLE III
MISCELLANEOUS

Section 3.1    Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, e-mail, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

(a)	If to Seller:
	c/o Swire Pacific Limited
	33/F, One Pacific Place
	88 Queensway, Admiralty, HKSAR
	Attention: Company Secretary
	E-mail: [Personal Information Redacted]

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	with a copy (which shall not constitute notice) to:
	Holland & Knight LLP
	31 West 52nd St.
	New York, New York 10019
	Attention: Arman J. Kuyumjian
	E-mail: [Personal Information Redacted]
(b)	If to the Company:
	Tidewater Inc.
	842 West Sam Houston Parkway North, Suite 400
	Houston, TX 77024
	Attention: Daniel A. Hudson, Executive Vice President, General Counsel and Secretary
	E-mail: [Personal Information Redacted]
	with a copy (which shall not constitute notice) to:
	Vinson & Elkins LLP
	845 Texas Avenue
	Suite 4700
	Houston, Texas 77002
	Attention:      Stephen M. Gill
	Michael S. Telle
	John J. Michael
	E-mail:          [Personal Information Redacted]

or, if to a transferee of a Seller, to the transferee at the address provided pursuant to Section 2.8. All notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt if sent via e-mail; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 3.2    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.3    Assignment of Rights. All or any portion of the rights and obligations of any Seller under this Agreement may be transferred or assigned by Seller in accordance with Section 2.8.

Section 3.4    Recapitalization (Exchanges, etc. Affecting the Common Stock). The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement.

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Section 3.5    Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Selected Courts, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

Section 3.6    Counterparts. This Agreement may be executed in two or more counterparts (including by means of facsimile and electronically transmitted portable document format (pdf) signature pages), all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Section 3.7    Governing Law, Submission to Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and determined in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdictions over a particular matter, then in the United States District Court for the District of Delaware, or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Selected Court”), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the Selected Courts, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the Selected Courts as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 3.8    Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 3.9    Severability of Provisions. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

Section 3.10    Entire Agreement. This Agreement and the Purchase Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.

Section 3.11    Amendment. Except as set forth in Section 2.9, this Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of the Company and the Holder(s) of a majority of the Registrable Securities.

Section 3.12    No Presumption Against the Drafting Party. The Company and Seller acknowledge that each party to this Agreement has been represented by legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 3.13    Interpretation. When a reference is made in this Agreement to a Section or Article such reference shall be to a Section or Article of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for convenience or reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TIDEWATER INC.

By: /s/ Daniel A. Hudson                         

Name: Daniel A. Hudson
Title: Executive Vice President, General Counsel & Secretary

BANYAN OVERSEAS LIMITED

By: /s/ Martin James Murray                   

Name: Martin James Murray
Title: Director

Signature Page to Registration Rights Agreement

Exhibit 2.9

Omitted pursuant to Item 601(a)(5) of Regulation S-K.

EX-10.2

Exhibit 10.2

Execution Version

WARRANT AGREEMENT

between

TIDEWATER INC.,

AS ISSUER

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

AS WARRANT AGENT

April 22, 2022

TABLE OF CONTENTS

Page

SECTION 1.	Certain Defined Terms	1
SECTION 2.	Appointment of Warrant Agent	5
SECTION 3.	Issuance of Warrants; Form, Execution and Delivery	5
SECTION 4.	Transfer or Exchange	7
SECTION 5.	Duration and Exercise of Warrants	11
SECTION 6.	Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants	19
SECTION 7.	Cancellation of Warrants	23
SECTION 8.	Mutilated or Missing Warrant Certificates	23
SECTION 9.	Merger, Consolidation, Etc.	23
SECTION 10.	Reservation of Shares; Certain Actions	24
SECTION 11.	Notification of Certain Events; Corporate Action	24
SECTION 12.	Warrant Agent	25
SECTION 13.	Severability	30
SECTION 14.	Holder Not Deemed a Stockholder	30
SECTION 15.	Notices to Company and Warrant Agent	30
SECTION 16.	Supplements and Amendments	31
SECTION 17.	Termination	32
SECTION 18.	Governing Law and Consent to Forum	32
SECTION 19.	Waiver of Jury Trial	32
SECTION 20.	Benefits of this Agreement	32
SECTION 21.	Counterparts	32
SECTION 22.	Headings	32
SECTION 23.	Confidentiality	32

EXHIBIT A         FORM OF WARRANT CERTIFICATE

EXHIBIT B         FORM OF ASSIGNMENT FOR WARRANTS

EXHIBIT C         WARRANT SUMMARY

EXHIBIT D         WARRANT AGENT FEE SCHEDULE

i

This WARRANT AGREEMENT (this “Agreement”) is dated as of April 22, 2022 between Tidewater Inc., a Delaware corporation, as issuer (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

W I T N E S S E T H

WHEREAS, pursuant to that certain Share Purchase Agreement dated as of as of March 9, 2022 (as amended, the “Share Purchase Agreement”), by and among the Company, Banyan Overseas Limited, a limited company organized under the laws of Bermuda (“Seller”) and Swire Pacific Offshore Holdings Ltd., a limited company organized under the laws of Bermuda, the Company agreed to issue to Seller at the Closing warrants which are exercisable or convertible to purchase up to 8,100,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), subject to adjustment as provided herein (the “Warrants”);

WHEREAS, the Company desires to engage the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, replacement, exercise, conversion and cancellation of the Warrants;

WHEREAS, the Warrant Agent, at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, transfer, exchange, replacement, exercise and conversion of the Warrants as provided herein; and

WHEREAS, the Company desires to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the Holders thereof.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1.    Certain Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section.

“Agreement” has the meaning specified in the preamble hereof.

“Alternative Warrant Exercise” means the exercise of a Warrant immediately following the short sale of shares of Common Stock to cover such short sale by delivering the Warrant Shares received upon such exercise to the purchaser in such short sale, all on the terms and subject to the conditions set forth in Section 5.

“Alternative Warrant Exercise Notice” has the meaning specified in Section 5(c)(i)(C).

“Appropriate Officer” has the meaning specified in Section 3(c) hereof.

“AST Warrant Agent” has the meaning specified in the definition of Existing Outstanding Warrants.

“Broker” means a broker-dealer designated by a Holder to receive Warrant Shares in an Alternative Warrant Exercise.

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“Business Day” means any date other than a Saturday or a Sunday or a day on which commercial banking institutions in New York City, New York are authorized or required by law to be closed; provided, that in determining the period within which Warrant Certificates or Warrants are to be issued and delivered at a time when shares of Common Stock (or Other Securities) are listed or admitted to trading on any national securities exchange or in the over-the-counter market and in determining the Market Price of any securities listed or admitted to trading on any national securities exchange or in the over-the-counter market, “Business Day” shall mean any day when the principal exchange on which such securities are then listed or admitted to trading is open for trading or, if such securities are traded in the over-the-counter market in the United States, such market is open for trading.

“Cash Closing” has the meaning specified Section 6(c) hereof.

“Cashless Conversion” has the meaning specified in Section 5(c)(ii) hereof.

“Charter” means, with respect to any Person, such Person’s certificate or articles of incorporation, articles of association or similar organizational document, in each case as may be amended from time to time.

“Closing” has the meaning specified in the Share Purchase Agreement.

“Closing Date” has the meaning specified in the Share Purchase Agreement.

“Common Stock” has the meaning specified in the recitals hereof.

“Common Stock Reclassification” has the meaning specified in Section 6(a) hereof.

“Common Stock Rights/Options Offering” has the meaning specified in Section 6(b) hereof.

“Computershare” means Computershare Trust Company, N.A., a federally chartered trust company, in its capacity as the transfer agent for the Common Stock.

“Computershare Warrant Agent” has the meaning specified in the definition of Existing Outstanding Warrants.

“Depository” has the meaning specified in Section 3(b) hereof.

“Direct Registration Warrant” has the meaning specified in Section 3(a) hereof.

“Excess Shares” has the meaning specified in the Company’s Charter.

“Exchange Act” has the meaning specified in Section 5(m)(iv) hereof.

“Exercise Cap” has the meaning specified in Section 5(n)(i).

“Exercise Price” means the initial exercise price for the Warrants as set forth in Section 5(b) hereof, as it may be adjusted from time to time as provided herein.

2

“Existing Outstanding Warrants” means (A) warrants issued and outstanding as of the date hereof pursuant to the Creditor Warrant Agreement, dated as of July 31, 2017, between the Company and Computershare Inc., a Delaware corporation and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare Inc., the “Computershare Warrant Agent”), (B) warrants issued and outstanding as of the date hereof pursuant to the Warrant Agreement, dated as of November 14, 2017, between the Company (as successor to GulfMark Offshore, Inc., a Delaware corporation (“Gulfmark”)), as issuer, and American Stock Transfer & Trust Company, LLC, as warrant agent (the “AST Warrant Agent”), (C) warrants issued and outstanding as of the date hereof pursuant to the Warrant Agreement, dated as of November 14, 2017, between the Company (as successor to Gulfmark) and the AST Warrant Agent and (D) warrants issued and outstanding as of the date hereof pursuant to the Existing Equity Warrant Agreement, dated as of July 31, 2017, between the Company and the Computershare Warrant Agent, and warrants issued after the date hereof pursuant to the terms of outstanding warrants contemplated under this clause (D).

“Expiration Date” has the meaning specified in Section 5(a) hereof.

“Ex-Date” means, when used with respect to any dividend or distribution declared in respect of the Common Stock or any Other Securities, the first date on which the Common Stock or such Other Securities trade without the right to receive such dividend or distribution.

“Funds” has the meaning specified in Section 12(s) hereof.

“Global Warrant Certificate” has the meaning specified in Section 3(b) hereof.

“Gulfmark” has the meaning specified in the definition of Existing Outstanding Warrants.

“Holder” means the registered holder or holders of Warrant Certificates, unless the context otherwise requires.

“Individual Warrant Certificate” has the meaning specified in Section 3(b) hereof.

“Jones Act” means, collectively, the U.S. citizenship and cabotage laws principally contained in 46 U.S.C. § 50501(a), (b) and (d) and 46 U.S.C. Chapters 121 and 551 and any successor statutes thereto, together with the rules and regulations promulgated thereunder by the U.S. Coast Guard and the U.S. Maritime Administration and their practices enforcing, administering, and interpreting such laws, statutes, rules, and regulations, in each case as amended or supplemented from time to time, relating to the ownership and operation of U.S.-flag vessels in the U.S. coastwise trade..

“Market Price” means with respect to Common Stock or any Other Security the arithmetic average of the daily VWAP of a share or single unit of such securities for the twenty (20) consecutive trading days on which such security traded immediately preceding the date of measurement, or, if such security is not listed or quoted on the New York Stock Exchange, NASDAQ Stock Market or a U.S. national or regional securities exchange, the average of the reported closing bid and asked prices of such security on such dates in the over-the-counter market or a comparable system as shown by a system of automated dissemination of quotations of securities prices then in common use comparable to the National Association of Securities Dealers, Inc. Automated Quotations System; provided, however, that if at such date of measurement there is otherwise no established trading market for such security, or the number of consecutive trading days any such security has been listed, quoted or traded since the Closing Date is less than twenty (20), then “Market Price” means the value of such Common Stock or Other Security as determined reasonably and in good faith by the Board of Directors of the Company.

3

“Non-U.S. Citizen” has the meaning specified in the Company’s Charter.

“Other Securities” or “Other Security” means any stock (other than Common Stock) and other securities of the Company or any other Person that the Holder at any time shall be entitled to receive or shall have received, upon the exercise or conversion of the Warrants, in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust or other entity.

“Registration Statement” means a registration statement under the Securities Act that is effective and that permits the public resale of Warrant Shares from time to time as permitted by Rule 415 of the Securities Act (or any similar provision then in force under the Securities Act).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement Date” means the date that is three Business Days after a Warrant Exercise Notice is delivered.

“Stock on Stock Dividend” has the meaning specified in Section 6(a).

“Stock Exchange” means, on a reference date, the securities exchange(s) on which the Common Stock is listed or quoted, whether the New York Stock Exchange, NASDAQ Stock Market or another U.S. national or regional securities exchange,

“Transaction Consideration” has the meaning specified in Section 6(c).

“U.S. Citizen” has the meaning specified in the Company’s Charter.

“U.S. Maritime Laws” has the meaning specified in the Company’s Charter.

“VWAP” means, for any trading day, the price for securities (including Common Stock) determined by the daily volume weighted average price per unit of securities for such trading day on the New York Stock Exchange or NASDAQ Stock Market, as the case may be, in each case, for the regular trading session (including any extensions thereof, without regard to pre-open or after hours trading outside of such regular trading session), or if such securities are not listed or quoted on the New York Stock Exchange or NASDAQ Stock Market, as reported by the principal U.S. national or regional securities exchange on which such securities are then listed or quoted, whichever is applicable, as published by Bloomberg at 4:15 P.M., New York City time (or 15 minutes following the end of any extension of the regular trading session), on such trading day.

4

“Warrant Agent” has the meaning specified in the preamble hereof and shall include any successor Warrant Agent hereunder.

“Warrant Agent Office” has the meaning specified in Section 4(g)(iv) hereof.

“Warrant Certificate” has the meaning specified in Section 3(b) hereof.

“Warrant Exercise Notice” has the meaning specified in Section 5(c)(i) hereof.

“Warrant Register” has the meaning specified in Section 3(d) hereof.

“Warrant Shares” has the meaning specified in Section 3(a) hereof.

“Warrant Spread” has the meaning specified Section 6(c) hereof.

“Warrant Statement” has the meaning specified in Section 3(b) hereof.

“Warrants” has the meaning specified in the recitals hereof.

SECTION 2.    Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms and conditions set forth in this Agreement (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment.

SECTION 3.    Issuance of Warrants; Form, Execution and Delivery

(a)    Issuance of Warrants. On the Closing Date, the Warrants will be issued by the Company to Seller in the amount specified in the Share Purchase Agreement upon delivery by the Company of a written notice to the Warrant Agent of the issuance date of the Warrants and the number of Warrants to be so issued pursuant to the Share Purchase Agreement. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof, the Company will cause the Warrants to be issued to Seller on the Closing Date by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). Each Warrant entitles the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the Jones Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n), one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be 8,100,000 shares of Common Stock, as such amount may be adjusted from time to time pursuant to the terms of this Agreement. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Closing Date on the Closing Date. Until such notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that the Closing Date has not occurred.

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(b)    Form of Warrant. Subject to Section 3(a) and Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-1 attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided, that any Individual Warrant Certificates or Direct Registration Warrants may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Warrant Certificates, the Appropriate Officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with the Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

(c)    Execution of Warrants. Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its Treasurer or any Executive Vice President of the Company (each, an “Appropriate Officer”), and by the Secretary or any Assistant Secretary of the Company. Each such signature upon the Warrant Certificates may be in the form of a facsimile or electronic signature of any such Appropriate Officer, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile or electronic signature of any Appropriate Officer, the Secretary or any Assistant Secretary who shall have been serving as an Appropriate Officer, the Secretary, or an Assistant Secretary at the time of entering into this Agreement or issuing such Warrant Certificate. If any Appropriate Officer, the Secretary or any Assistant Secretary who shall have signed any of the Warrant Certificates shall cease to be such Appropriate Officer, the Secretary or an Assistant Secretary before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such Appropriate Officer, Secretary or Assistant Secretary had not ceased to be such Appropriate Officer, Secretary or Assistant Secretary, and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper Appropriate Officer, Secretary or Assistant Secretary, although at the date of the execution of this Agreement any such person was not such Appropriate Officer, Secretary or Assistant Secretary. Warrant Certificates shall be dated the date of countersignature by the Warrant Agent and shall represent one or more whole Warrants.

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(d)    Countersignature. Upon receipt of a written order of the Company signed by an Appropriate Officer instructing the Warrant Agent to countersign and accompanied by Warrant Certificates duly executed on behalf of the Company, the Warrant Agent, on behalf of the Company, shall countersign one or more Warrant Certificates evidencing the Warrants and shall deliver such Warrant Certificates to or upon such written order of the Company. Such written order of the Company shall specifically state the number of Warrants that are to be represented by such Warrant Certificate and the Warrant Agent may rely conclusively on such order. Each Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or converted or shall have expired or been canceled in accordance with the terms hereof. Each Holder shall be bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto as fully and effectively as if such Holder had signed the same. No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable or convertible, until such Warrant Certificate has been countersigned by the manual, facsimile or electronic signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate so countersigned has been duly issued hereunder. The Warrant Agent shall keep, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register any Warrant Certificates or Direct Registration Warrants and exchanges and transfers of outstanding Warrants in accordance with the procedures set forth in Section 4 of this Agreement, all in form satisfactory to the Company and the Warrant Agent. The Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made. Prior to due presentment for registration of transfer or exchange of any Warrant in accordance with the procedures set forth in this Agreement, the Warrant Agent and the Company may deem and treat the person in whose name any Warrant is registered as the absolute owner of such Warrant (notwithstanding any notation of ownership or other writing made in a Warrant Certificate by anyone), for the purpose of any exercise or conversion thereof, any distribution to the Holder thereof and for all other purposes, and neither the Warrant Agent nor the Company shall be affected by notice to the contrary. Notwithstanding anything in this Agreement to the contrary, the Company shall not instruct the Warrant Agent to register any Direct Registration Warrants unless and until the Warrant Agent shall notify the Company in writing that it has the capabilities to accommodate Direct Registration Warrants.

SECTION 4.    Transfer or Exchange.

(a)    Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the Depository, in accordance with the terms of this Agreement and the procedures of the Depository.

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(b)    Exchange of a Beneficial Interest in a Global Warrant Certificate for an Individual Warrant Certificate or Direct Registration Warrant.

(i)    Any Holder of a beneficial interest in any whole number of Warrants represented by a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Direct Registration Warrant or a Warrant represented by an Individual Warrant Certificate. Upon receipt by the Warrant Agent (I) from the Depository or its nominee of written instructions or such other form of instructions as is customary for the Depository on behalf of any Person having a beneficial interest in a Global Warrant Certificate, and all other necessary information, and (II) of a written order of the Company signed by an Appropriate Officer authorizing such exchange, the Warrant Agent shall cause, in accordance with the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by an Individual Warrant Certificate or Direct Registration Warrant, as the case may be, to be issued in exchange for the beneficial interest of such Person in the Global Warrant Certificate and, following such reduction, (A) in the case of an exchange for an Individual Warrant Certificate (x) the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign an Individual Warrant Certificate representing the appropriate number of Warrants and (y) the Warrant Agent shall deliver such Individual Warrant Certificate to the registered Holder thereof, or (B) in the case of an exchange for a Direct Registration Warrant, the Warrant Agent shall register such Direct Registration Warrants in accordance with such written instructions from the Depository and deliver to such holder a Warrant Statement.

(ii)    Warrants represented by an Individual Warrant Certificate issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be issued in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent. The Warrant Agent shall deliver Individual Warrant Certificates evidencing such issuance to the Persons in whose names such Individual Warrant Certificates are so issued. Direct Registration Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be registered in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent.

(c)    Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants. When the registered Holder of an Individual Warrant Certificate or Direct Registration Warrant has presented to the Warrant Agent a written request:

(i)    to register the transfer of any Individual Warrant Certificate or Direct Registration Warrant; or

(ii)    to exchange any Individual Warrant Certificate or Direct Registration Warrant for a Direct Registration Warrant or an Individual Warrant Certificate, respectively, representing an equal number of Warrants of authorized denominations,

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the Warrant Agent shall register the transfer or make the exchange as requested if (x) its customary requirements for such transactions are met and (y) such transfer or exchange otherwise satisfies the provisions of this Agreement; provided, however, that the Warrant Agent has received a written instruction of transfer or exchange, as applicable, in form satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or by his attorney, duly authorized in writing and a written order of the Company signed by an Appropriate Officer authorizing such exchange. A party requesting a transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.

(d)    Restrictions on Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants for a Beneficial Interest in a Global Warrant Certificate. Neither an Individual Warrant Certificate nor a Direct Registration Warrant may be exchanged for a beneficial interest in a Global Warrant Certificate pursuant to this Agreement except upon satisfaction of the requirements set forth below. Upon receipt by the Warrant Agent of appropriate instruments of transfer with respect to an Individual Warrant Certificate or Direct Registration Warrant, in form satisfactory to the Warrant Agent, together with written instructions directing the Warrant Agent to make, or to direct the Depository to make, an endorsement on the applicable Global Warrant Certificate to reflect an increase in the number of Warrants represented by such Global Warrant Certificate equal to the number of Warrants represented by such Individual Warrant Certificate or Direct Registration Warrant, and all other necessary information, then the Warrant Agent shall cancel such Individual Warrant Certificate or Direct Registration Warrant on the Warrant Register and cause, or direct the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by such Global Warrant Certificate to be increased accordingly. If no Global Warrant Certificates are then outstanding, the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign a new Global Warrant Certificate representing the appropriate number of Warrants. In connection with any exchange of an Individual Warrant Certificate or Direct Registration Warrant for a beneficial interest in a Global Warrant Certificate, the Company and the Warrant Agent may require the delivery of such legal opinions, certificates or other evidence as may be reasonably required in order to comply with the Securities Act and other applicable securities laws.

(e)    Restrictions on Transfer and Exchange of Global Warrant Certificates. Notwithstanding any other provisions of this Agreement (other than the provision set forth in Section 4(f)), a Global Warrant Certificate may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(f)    Cancellation of Warrant Certificate.

(i)    At such time as all beneficial interests in Warrant Certificates and Direct Registration Warrants have been exchanged for Common Stock in accordance herewith, redeemed, repurchased or cancelled, all Warrant Certificates shall be returned to, or cancelled and retained pursuant to applicable law by, the Warrant Agent, upon written instructions from the Company reasonably satisfactory to the Warrant Agent.

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(ii)    If at any time:

(A)    the Depositary for the Global Warrant Certificates notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Warrant Certificates and a successor Depositary for the Global Warrant Certificates is not appointed by the Company within 90 days after delivery of such notice; or

(B)    the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to exclusively cause the issuance of Individual Warrant Certificate and Direct Registration Warrants under this Agreement;

then the Warrant Agent, upon written instructions signed by an Appropriate Officer of the Company, shall register Individual Warrants Certificates and Direct Registration Warrants, in an aggregate number equal to the number of Warrants represented by the Global Warrant Certificates, in exchange for such Global Warrant Certificates.

(g)    Obligations with Respect to Transfers and Exchanges of Warrants.

(i)    To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Section 4, Warrant Certificates, as required pursuant to the provisions of this Section 4.

(ii)    All Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.

(iii)    So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests.

(iv)    The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Holder thereof, at the Warrant Agent Office designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B-1 or B-2, as the case may be, hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee.

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(v)    The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.

(h)    Legends. Transfer or exchange of any Warrant shall be subject to any restrictions set forth in any legend borne by or applicable to such Warrant.

SECTION 5.    Duration and Exercise of Warrants.

(a)    Expiration Date. The Warrants shall expire on April 22, 2047, at 5:00 p.m., New York City time, which is the twenty-fifth (25th) anniversary of the Closing Date (the “Expiration Date”). After 5:00 p.m. New York City time on the Expiration Date, the Warrants will become void and without further legal effect, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

(b)    Exercise Price. On and after the Closing Date, the Exercise Price for the Warrants shall be $0.001 per share (equal to the par value $0.001 per share of Common Stock) (subject to adjustment as provided herein).

(c)    Manner of Exercise.

(i)    Cash Payment. Subject to the provisions of this Agreement, including the Jones Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 6 hereof, each Warrant shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the Exercise Price. Except as otherwise provided below, all or any of the Warrants represented by a Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof or by such Holder’s Broker on behalf of such Holder during normal business hours on any Business Day, by delivering

(A) in the case of Warrants represented by a Warrant Certificate, written notice of such election (“Warrant Exercise Notice”) to exercise Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit A-2;

(B) in the case of Warrants represented by a Global Warrant Certificate, a Warrant Exercise Notice to exercise Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the Warrant Agent Office by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit A-1, and through delivery of such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository); and

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(C) in the case of Warrants in the form of Direct Registration Warrants, a Warrant Exercise Notice to exercise Warrants to the Company (at the address set forth in Section 15), the Holder’s Broker at the Broker Office indicated in such Warrant Exercise Notice, and the Warrant Agent at the Warrant Agent Office no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) in the case of an Alternative Warrant Exercise, substantially in the form set forth in Exhibit A-4 (an “Alternative Warrant Exercise Notice”) and (ii) otherwise, substantially in the form set forth in Exhibit A-3; provided, however, that (y) at least one (1) but not more than ten Business Days prior to the date a Holder submits an Alternative Warrant Exercise Notice, such Holder shall have delivered, by email, written notice to the Company (at the address set forth in Section 15) of such Holder’s intention to submit an Alternative Warrant Exercise Notice, but such notice shall not constitute a Warrant Exercise Notice and shall not be binding on such Holder and (z) an Alternative Warrant Exercise Notice must be delivered not later than 6:00 p.m., New York City time, on the day on which the related short sale order(s) is or are placed and filled.

Such Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A), (B) and (C) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available funds; provided, however, that in the event of an Alternative Warrant Exercise, such payment shall be made at or prior to the time of delivery of the Alternative Warrant Exercise Notice by wire transfer to an account specified in writing by the Company in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in Section 5(d) and Section 5(h).

(ii)    Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company to reduce (but not below zero (0)) the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula:

N = P ÷ M

where:

N = the number of Warrant Shares to be subtracted from the aggregate number of Warrant Shares issuable upon conversion of such Warrants;

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P = the aggregate Exercise Price which would otherwise be payable in cash for all of the Warrant Shares for which such Warrants are being converted as set forth in Section 5(c)(i) above; and

M = the Market Price of a Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent.

If the Exercise Price of the aggregate number of Warrants being converted exceeds the Market Price at the time of such conversion of the aggregate number of Warrant Shares issuable upon such conversion, then no Warrant Shares will be issuable via the Cashless Conversion. The Holder shall effect a Cashless Conversion by indicating on a duly executed Warrant Exercise Notice that the Holder wishes to effect a Cashless Conversion. Upon receipt of such election to effect a Cashless Conversion, the Warrant Agent will promptly request the Company to confirm the number of Warrant Shares issuable in connection with the Cashless Conversion. The Company shall calculate and transmit to the Warrant Agent in a written notice the number of Warrant Shares issuable in connection with any Cashless Conversion.

(d)    The number of Warrant Shares to be issued on such exercise or conversion will be determined by the Company (with written notice thereof to the Warrant Agent) in accordance with Section 5(c). For the avoidance of doubt, the number of Warrant Shares determined pursuant to Section 5(c) shall, if not a whole number, be rounded up to the nearest whole number. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise or conversion is accurate or correct, nor shall the Warrant Agent have any duty or obligation to take any action with regard to such warrant exercise or conversion prior to being notified by the Company of the relevant number of Warrant Shares to be issued.

(e)    Except as otherwise provided herein, any exercise or conversion of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

(f)    Upon receipt of a Warrant Exercise Notice pursuant to Section 5(c):

(i)    If such Warrant Exercise Notice is not an Alternative Warrant Exercise Notice, the Warrant Agent shall:

(A)    examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms;

(B)    inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account;

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(C)    advise the Company, no later than five Business Days after receipt of a Warrant Exercise Notice, of (a) the receipt of such Warrant Exercise Notice and the number of Warrants exercised or converted in accordance with the terms of this Agreement, (b) the instructions with respect to delivery of the shares of Common Stock deliverable upon such exercise or conversion, subject to the timely receipt from the Depository of the necessary information, and (c) such other information as the Company shall reasonably require, and shall coordinate with the Holder and the Company with respect to the transmission of any documents and information required by the Company under Section 5(m)(i) with respect to the status of the Holder (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant);

(D)    liaise with the Depository and effect such delivery of Warrant Shares to the relevant accounts at the Depository in accordance with its requirements, if requested by the Company with the delivery of the Common Stock and all other necessary information by or on behalf of the Company for delivery to the Depository; and

(E)    forward any funds received by the Warrant Agent for payment of the aggregate Exercise Price in a given week by the fifth (5th) Business Day of the following week by wire transfer to an account designated by the Company, provided that the Company shall pay Warrant Agent wire transfer fees for each such wire pursuant to the fee schedule attached hereto; and

(ii)    If such Warrant Exercise Notice is an Alternative Warrant Exercise Notice, the Company shall as promptly as practicable, and in no event later than 11:00 a.m., New York City time, on the second Business Day immediately following the date the Warrant Exercise Notice is received:

(A)    examine all Alternative Warrant Exercise Notices as contemplated hereunder to ascertain whether, on their face, such Alternative Warrant Exercise Notices have been executed and completed in accordance with their terms;

(B)    advise the Warrant Agent, of the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms of this Agreement, and

(C)    provide all necessary information and instruct Computershare to (a) deliver no later than 4:00 p.m., New York City time, on the second Business Day immediately following the date the Warrant Exercise Notice is received, the shares of Common Stock deliverable upon such Alternative Warrant Exercise to the Broker through the Depositary’s Deposit and Withdrawal at Custodian (“DWAC”) system in accordance with the Alternative Warrant Exercise Notice, and (b) liaise with the Depository in order to effect such delivery of the Warrant Shares issuable pursuant to such Alternative Warrant Exercise Notice to the relevant accounts at the Depository set forth in such notice in accordance with its requirements.

(g)    All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise or conversion shall be determined by the Company in its sole discretion in good faith, which determination shall be final and binding; provided, however, that an Alternative Warrant Exercise Notice shall be deemed to be valid and sufficient based solely on Holder’s compliance with the notice requirements of Section 5(c)(i)(C). The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful as determined in good faith. Such determination by the Company shall be final and binding on the Holders absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise or conversion of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise or conversion of Warrants. Neither the Company (other than in the case of an Alternative Warrant Exercise) nor the Warrant Agent shall be under any duty to give notice to the Holders of any irregularities in any exercise or conversion of Warrants, nor shall they incur any liability for the failure to give such notice.

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(h)    As soon as reasonably practicable after the exercise or conversion of any Warrant (and in any event not later than 10 Business Days thereafter and, in the event of an Alternative Warrant Exercise, not later than 4:00 p.m., New York City time, on the second Business Day immediately following delivery of the Alternative Warrant Exercise Notice related thereto), the Company shall instruct Computershare to issue, or otherwise deliver, in authorized denominations to or upon the order of the Holder, either: (A) if (x) such Holder holds the Warrants being exercised or converted through the Depository’s book-entry transfer facilities or (y) such exercise is an Alternative Warrant Exercise, by same-day or next-day credit to the Depository for the account of such Holder or for the account of a participant in the Depository the number of Warrant Shares to which such Holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depository through which such Holder is acting (or, in the event of an Alternative Warrant Exercise, pursuant to Section 5(f)(ii)(C)); (B) if such Holder holds the Warrants being exercised or converted in the form of Individual Warrant Certificates, a book-entry interest in the number of Warrant Shares to which such Holder is entitled on the books of the Company’s transfer agent or, at the Company’s option, by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder; or (C) if such Holder holds the Warrants being exercised or converted in the form of Direct Registration Warrants, a book-entry interest in the number of Warrant Shares to which such Holder is entitled on the books and records of the Company’s transfer agent. The Person in whose name any Warrant Shares are to be issued or delivered upon exercise or conversion of a Warrant shall be deemed to have become the holder of record of such Warrant Shares as of the close of business on the date the Warrant Exercise Notice is validly delivered in each case, in accordance with, and as permitted by, this Agreement.

If fewer than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise or conversion of Warrants are exercised or converted at any time prior to the Expiration Date, the Warrant Agent shall cause a notation to be made to the records maintained by the Depository.

(i)    Notwithstanding any adjustment pursuant to Section 6 in the number of Warrant Shares purchasable upon the exercise or conversion of a Warrant, the Company shall not be required to issue Warrants to purchase fractions of Warrant Shares, or to issue fractions of Warrant Shares upon exercise or conversion of the Warrants, or to distribute certificates which evidence fractional Warrant Shares. In the event of an adjustment that results in a Warrant becoming exercisable or convertible for fractional Warrant Shares, the number of Warrant Shares subject to such Warrant shall be adjusted upward or downward to the nearest whole number of Warrant Shares or Other Securities (with one half rounded up). All Warrants held by a Holder shall be aggregated for purposes of determining any such adjustment.

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(j)    If all of the Warrants evidenced by a Warrant Certificate have been exercised or converted, such Warrant Certificate shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificate shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall confirm such information to the Company in writing as promptly as practicable.

(k)    The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise or conversion of Warrants (including any conversion under Section 5(n) below); provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder of the Warrants underlying such Warrant Shares, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(l)    The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder for a period beginning on the date of this Agreement and ending no earlier than the first anniversary of the Expiration Date.

(m)    Jones Act Limitations on Warrant Exercise. Notwithstanding the other provisions of this Agreement, in order to facilitate the Company’s compliance with the Jones Act and other U.S. Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to operate its vessels in the coastwise trade of the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i)    In connection with the exercise or conversion of any Warrant,

(A)    other than with respect to an Alternative Warrant Exercise, at the time of such exercise or conversion, its Holder shall advise the Company whether or not it (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require such Holder (or, if not such Holder, the Person that such Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that such Holder (or, if not such Holder, the Person that such Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) is a U.S. Citizen; and

(B)     with respect to an Alternative Warrant Exercise, (i) prior to the time of such exercise, a number of shares of Common Stock at least equal to the number of the Warrant Shares issuable upon such exercise of such Warrants shall have been short sold by Holder, through the Broker, through the Stock Exchange, and the Warrant Shares issued upon such exercise shall be issued and delivered to such Broker by Computershare pursuant to Section 5(f)(ii)(C) to cover such short sale, and (ii) prior to the time of such exercise, such Holder shall have established to the Company’s reasonable satisfaction, that such Broker is a U.S. Citizen.

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(ii)    Any Holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the Warrant Shares deliverable upon exercise or conversion of such Warrant would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant; provided, with respect to an Alternative Warrant Exercise, a Holder’s compliance with the terms of the applicable Warrant Exercise Notice and Section 5(m)(i)(B) shall, in of itself, constitute compliance by such Holder of, and satisfy, the U.S. Citizenship requirements contemplated by this Section 5(m)(ii).

(iii)    Any sale, transfer or other disposition of any Warrant by any Holder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such Holder’s interests in such Warrant and the Warrant Shares issuable upon its exercise or conversion to such Person with the transferor retaining no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of any Warrant; provided, with respect to an Alternative Warrant Exercise, a Holder’s compliance with the terms of the applicable Warrant Exercise Notice and Section 5(m)(i)(B) shall, in of itself, constitute compliance by such Holder of, and satisfy, the requirements contemplated by this Section 5(m)(iii).

(iv)    If at any time the Company either ceases to be a reporting company under the Securities and Exchange Act of 1934 or the rules thereunder (the “Exchange Act”), or fails to timely file any amendments to its Charter as required by the Exchange Act, the Company shall provide the Warrant Agent with the then current copy of the Company’s Charter or (at the Company’s option) an excerpt from the Company’s Charter containing the then current version of the article entitled “Compliance with U.S. Maritime Laws” and upon the request of any Holder, the Warrant Agent shall provide such copy or excerpt to such Holder; provided, that, in each case, the Company and/or the Warrant Agent shall be obligated to provide such copy or excerpt only (A) following amendments to the version of such article last provided to the Warrant Agent and/or Holder, as the case may be, and (B) to the extent such copy or excerpt is not (or will not be) publicly filed or posted or otherwise made available in a format such that Holders can rely on the publicly available or posted copy as the then most current copy or excerpt.

(v)    Notwithstanding anything herein to the contrary (1) in the event the Jones Act and other applicable U.S. Maritime Laws are repealed or amended, or cease to apply to the Company, so that the ownership of the Common Stock by Non-U.S. Citizens is no longer restricted in any way, the provisions of this Section 5(m) shall no longer apply to any Holder or Warrant, (2) the Warrant Agent shall not be deemed to have any knowledge of the Jones Act, any U.S. Maritime Laws or the Exercise Cap and (3) other than as expressly set forth in this Agreement, the Warrant Agent shall have no obligations to comply with the Jones Act or other U.S. Maritime Laws or make determinations with respect to the Exercise Cap.

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(n)    Automatic Exercise of Warrants held by Non-U.S. Citizens. Subject to Section 5(n)(iv), the Company shall review its books and records at least semi-annually to determine whether, in its sole discretion, some or all of the outstanding Warrants held by Non-U.S. Citizens may be converted into shares of Common Stock without exceeding the Exercise Cap (as defined below) or resulting in Excess Shares.

(i)    If, after making such review, the Company determines, in its sole discretion, that conversion of some or all of the outstanding Warrants held by Non-U.S. Citizens that are exercisable at the time of such review, will not result in (and would not reasonably be expected to result in) ownership by Non-U.S. Citizens in the aggregate in excess of twenty-two percent (22%) of the outstanding Common Stock after giving effect to such conversion (the “Exercise Cap”), the Company shall effect the automatic conversion of (and the Holder shall be deemed to have elected under Section 5(c)(ii) to convert) such amount of outstanding Warrants held by Non-U.S. Citizens (without any action by any such Non-U.S. Citizen) into the total number of shares of Common Stock that the Company has so determined, in its sole discretion, may be issued at such time without causing the Exercise Cap to be exceeded or Excess Shares being issued; provided, however, that any such conversion shall be subject to the terms herein, including without limitation the restrictions on the issuance of fractional Warrant Shares. Warrants shall be selected for conversion on a pro rata basis to be calculated based solely on the number of outstanding Warrants at the time of such conversion less (x) any Warrants whose conversion would result in Excess Shares and (y) any Warrants held by any Holder that has notified the Company pursuant to Section 5(n)(iii) that it has opted out of any conversion under this Section 5(n) for its Warrants. Any such conversion shall be effected in a manner substantially the same as a Cashless Conversion hereunder. Following such conversion, the number of shares issuable pursuant to Warrants held by each such Holder shall be reduced automatically by the number of shares of Common Stock actually issued to each such Holder pursuant to such conversion, and such Warrants so converted shall no longer be deemed outstanding.

(ii)    In the event of any conversion pursuant to this Section 5(n), the Company shall as promptly as practicable cause to be filed with the Warrant Agent and mailed to each Holder of Warrants subject to such conversion a notice specifying: (A) the date of such conversion; (B) the number of such Holder’s Warrants converted and the number of shares of Common Stock to be issued to such Holder in respect of such Warrants; and (C) the place or places where any Warrant Certificates for such Warrants are to be surrendered and any other applicable procedures required by the Depository and the Warrant Agent to effect such conversion. The Warrant Agent shall be fully protected and authorized in relying upon such notice and shall not be liable for any action taken, suffered or omitted by it in accordance therewith.

(iii)     At or prior to the issuance by the Company of the Warrants or at any time thereafter, a Holder shall have the right to notify the Company, in accordance with Section 15 hereof, that such Holder opts out of the Cashless Conversion under this Section 5(n) for its Warrants. After the Company’s receipt of such notice, all of such Holder’s Warrants shall be excluded from any conversion under this Section 5(n) unless and until the Company receives notice from such Holder or its transferee, given in accordance with Section 15 hereof, that such Warrants are no longer to be so excluded.

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(iv)     Notwithstanding anything herein to the contrary, (x) the automatic exercise provisions contained in this Section 5(n) shall be applied and effected only if, after applying the provisions relating to automatic exercise of the Existing Outstanding Warrants held by Non-U.S. Citizens, the Company determines, in its sole discretion, that conversion of some or all of the outstanding Warrants held by Non-U.S. Citizens that are exercisable at the time of such review, will not result in (and would not reasonably be expected to result in) ownership by Non-U.S. Citizens in the aggregate in excess of the Exercise Cap, and (y) all shares of Common Stock issued pursuant to this Section 5(n) shall in all events be subject to all of the restrictions and remedies set forth in Article XI of the Company’s Charter, including, without limitation, in the event that Excess Shares are in fact issued upon the conversion of Warrants pursuant to this Section 5(n), regardless of any determination made by the Company under Section 5(n)(i); provided, that, in the event the Jones Act and other applicable U.S. Maritime Laws are repealed or amended so that the ownership of the Common Stock by Non-U.S. Citizens is no longer restricted in any way, the provisions of this Section 5(n) shall no longer apply to any Holder or Warrant.

(o)    Cost Basis Information.

(i)    In the event of a cash exercise of Warrants, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares as reasonably determined by the Company prior to processing.

(ii)    In the event of a Cashless Conversion of Warrants, the Company shall provide the cost basis for shares issued pursuant to such Cashless Conversion at the time the Company confirms the number of Warrant Shares issuable in connection with such Cashless Conversion to the Warrant Agent pursuant to Section 5(d) hereof.

(p)    Legends on Common Stock.

(i)    Subject to Section 5(p)(ii), transfer or exchange of any Warrant Shares shall be subject to any restrictions set forth in any legend borne by or applicable to such Warrant Shares.

(ii)    Any Warrant Shares issued pursuant to an Alternative Warrant Exercise or otherwise pursuant to this Agreement that are sold or delivered by the Holder in a transaction covered by the Registration Statement shall not bear a legend, other than any legend required by the Company with respect to compliance with the Jones Act and other U.S. Maritime Laws.

SECTION 6.    Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants.

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(a)    Stock Dividends, Subdivisions and Combinations of Shares. If after the date hereof the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of Common Stock (a “Stock on Stock Dividend”) or the number of outstanding shares of Common Stock is increased or decreased, as applicable, by a stock split, subdivision, combination or other reclassification of shares of Common Stock (any of the foregoing, a “Common Stock Reclassification”), then, in any such event, the number of shares of Common Stock issuable for each Warrant will be adjusted as follows: the number of Warrant Shares issuable pursuant to a valid exercise or conversion of Warrants immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that each Holder shall be entitled to receive upon the exercise or conversion of its Warrant the number of Warrant Shares that such Holder would have owned or would have been entitled to receive upon or by reason of such event if such Warrant had been exercised or converted immediately prior to the occurrence of such event (or, if applicable, the relevant record date for such event). Any adjustment made pursuant to this Section 6(a) shall become effective retroactively (i) in the case of a Stock on Stock Dividend, to the date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such Stock on Stock Dividend or (ii) in the case of a Common Stock Reclassification, to the close of business on the date on which such corporate action becomes effective. A distribution to holders of the Common Stock of rights expiring less than thirty (30) calendar days after the issuance thereof entitling holders to purchase shares of Common Stock at a price per share less than the Market Price as of the record date fixed for the determination of holders of Common Stock entitled to receive such rights shall be deemed a dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually issued in such distribution (or actually issued under any issued rights that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid to exercise such rights divided by (y) the Market Price on such record date, and the amount of Common Stock issuable for each Warrant will be adjusted in accordance with the foregoing sentence. For purposes of this Section 6(a), if the rights constitute securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion. In the event of any adjustment to any Warrant pursuant to this Section 6(a), the Exercise Price for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the aggregate par value of all Warrant Shares then issuable upon exercise or conversion of such Warrant.

(b)    Other Distributions. If after the date hereof the Company shall distribute to all holders of its shares of Common Stock any cash, evidences of its indebtedness, securities or assets or rights to subscribe for shares of Common Stock expiring at least thirty (30) calendar days after the issuance thereof (excluding, in each case, a Stock on Stock Dividend), then in each such case the number of Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined by multiplying the number of Warrant Shares issuable immediately prior to such record date by a fraction, the numerator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date and the denominator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date less the sum of (1) the amount of cash and (2) the Market Price of the assets, evidences of indebtedness and securities so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to the Ex Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed with respect to one share of Common Stock as if, for purposes of the definition of “Market Price”, such assets, evidences of indebtedness, securities and/or rights were an “Other Security” as defined herein) (as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent). Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution. In the event of any adjustment to any Warrant pursuant to this Section 6(b), the Exercise Price for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the aggregate par value of all Warrant Shares then issuable upon exercise or conversion of such Warrant.

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(c)    Adjustments for Mergers and Consolidations. In case the Company, after the date hereof, shall merge, consolidate or otherwise engage in a recapitalization, reclassification (other than a Common Stock Reclassification), reorganization or business combination with another Person, then, in the case of any such transaction, proper provision shall be made so that, upon the basis and terms and in the manner provided in this Agreement, the Holders, upon the exercise or conversion of the Warrants any time after the consummation of such transaction (subject to the Expiration Date), shall be entitled to receive upon such exercise or conversion, in lieu of the Warrant Shares issuable upon such exercise or conversion immediately prior to such consummation, the amount of securities, cash or other property (the “Transaction Consideration”) to which such Holder would have been entitled as a holder of Warrant Shares upon such consummation if such Holder had exercised the rights represented by the Warrants held by such Holder immediately prior to such consummation, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 6(a) and 6(b) above; provided, however, that each Holder, solely at the election of the Company (as described in the proxy statement or information statement filed with the SEC in connection with such transaction), may be required at the consummation of any such transaction to receive solely cash in an amount determined reasonably and in good faith by the Board of Directors of the Company to equal the excess of (i) the product of (A) the value of the per share Transaction Consideration to be received by the holders of Warrant Shares in such transaction multiplied by (B) the number of Warrant Shares subject to the Warrants held by such Holder, over (ii) the aggregate Exercise Price payable by such Holder upon exercise or conversion in full of such Warrants, and upon consummation of such transaction the Holders shall surrender all Warrant Certificates to the Warrant Agent for cancellation and the right to receive such cash payment; provided, further, that in such event if the amount described in clause (ii) is greater than the amount described in clause (i), then all Warrants shall be cancelled and of no further force and effect upon consummation of such transactions with no payments owed to the holders thereof; provided, further, that no Holder shall be entitled to any payment pursuant to this Section 6(c) with respect to any portion of the Transaction Consideration that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock. Notwithstanding this Section 6(c) or anything in this Agreement, in the event of a Cash Sale (as defined below), the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised or unconverted Warrant outstanding immediately prior to the consummation of such Cash Sale (the “Cash Closing”), cash in the amount equal to the excess, if any, of the cash consideration being paid for each share of Common Stock in such Cash Sale minus the Exercise Price (such amount, the “Warrant Spread”); provided, however, that no Holder shall be entitled to any payment hereunder with respect to any portion of such consideration that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of the Common Stock. Upon the occurrence of a Cash Closing, all unexercised or unconverted Warrants outstanding immediately prior to the Cash Sale shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants except as to the requirement to pay the Warrant Spread (subject to the limitations described in the prior sentence). For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Cash Sale in which the Exercise Price is greater than the consideration payable with respect to each share of Common Stock. For purposes hereof, “Cash Sale” means any merger, consolidation or other similar transaction to which the Company is a party and in which holders of Common Stock immediately prior to consummation of such transaction (other than with respect to treasury shares and any shares held by purchasing parties) are entitled to receive consideration upon cancellation of such Common Stock in such transaction consisting solely of cash.

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(d)    Other Changes. If, after the date hereof, (i) the Company shall take any action that (A) affects the Common Stock and (B) is similar to, or has an effect similar to, any of the actions described in any of Sections 6(a)-(c) (but not including any action described in any such Section) and (ii) the Board of Directors of the Company in good faith determines that it would be equitable under such circumstances to adjust the number of Warrant Shares issuable upon exercise or conversion of a Warrant as a result of such action such that the economic benefits of such action that would accrue to the stockholders of the Company would as nearly as practicable also accrue to the Holders, then, and in each such case, such number shall be adjusted in such manner and at such time as the Board of Directors of the Company in good faith determines would be equitable under such circumstances, which determination shall be evidenced in a resolution of the Board of Directors of the Company, a certified copy of which shall be mailed by the Warrant Agent (upon the written instruction and expense of the Company) to each of the relevant Holders.

(e)    Notice of Adjustment. Whenever the Warrant Shares issuable or the rights of the Holder shall be adjusted as provided in this Section 6, the Company shall forthwith file with the Warrant Agent a statement, signed by an Appropriate Officer, stating in detail the facts requiring such adjustment, the Exercise Price that will be effective after such adjustment and the impact of such adjustment on the number and kind of securities issuable upon exercise or conversion of the Warrants. The Company shall also prepare and the Warrant Agent shall mail a notice setting forth any such adjustments, such notice to be sent by mail, first class, postage prepaid, to each registered Holder at its address appearing on the Warrant Register. The Warrant Agent shall have no duty with respect to any statement filed with it except to keep the same on file and available for inspection by registered Holders during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment to the securities issuable, or with respect to the nature or extent of any adjustment of the securities issuable when made or with respect to the method employed in making such adjustment.

(f)    No Change in Warrant Terms on Adjustment. Irrespective of any adjustments in the number of Warrant Shares (including any inclusion of Other Securities) issuable upon exercise or conversion, Warrants theretofore or thereafter issued may continue to express the same prices and number of Warrant Shares as are stated in the similar Warrants issuable initially, or at some subsequent time, pursuant to this Agreement, and the number of Warrant Shares issuable upon exercise or conversion specified thereon shall be deemed to have been so adjusted (including any conversion under Section 5(n)).

(g)    Treasury Shares. Shares of Common Stock at any time owned by the Company shall not be deemed to be outstanding for the purposes of any computation under this Section 6.

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(h)    Deferral or Exclusion of Certain Adjustments. No adjustment to the Warrant Shares issuable shall be required hereunder unless such adjustment together with other adjustments carried forward (as provided below), would result in an increase or decrease of at least one percent (1%) of the applicable Warrant Shares issuable; provided, that any adjustments which by reason of this Section 6(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 6(h) shall be made to the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be. Notwithstanding anything herein to the contrary, no adjustments under this Section 6 shall be made to a Holder’s Warrant(s) if the Company receives written notice from a Holder that no such adjustment is required.

SECTION 7.    Cancellation of Warrants. The Warrant Agent shall cancel all Warrant Certificates surrendered for exchange, substitution or transfer in whole or in part. Such cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent upon written instructions from the Company reasonably satisfactory to the Warrant Agent and such Direct Registration Warrants shall be canceled by appropriate notation on the Warrant Register.

SECTION 8.    Mutilated or Missing Warrant Certificates. Upon receipt by the Company and the Warrant Agent from any Holder of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of such Holder’s Warrant Certificate and a surety bond or indemnity reasonably satisfactory to them and holding the Warrant Agent and Company harmless, and in case of mutilation upon surrender and cancellation thereof, and absent notice to Warrant Agent that such Warrant Certificates have been acquired by a bona fide purchaser, the Company will execute and the Warrant Agent will countersign and deliver in lieu thereof a new Warrant Certificate of like tenor and representing an equal number of Warrants to such Holder; provided, that in the case of mutilation, no bond or indemnity shall be required if such Warrant Certificate in identifiable form is surrendered to the Company or the Warrant Agent for cancellation. Upon the issuance of any new Warrant Certificate under this Section 8, the Company may require the payment of a sum sufficient to cover any stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Warrant Agent) in connection therewith. Every new Warrant Certificate executed and delivered pursuant to this Section 8 in lieu of any lost, stolen, destroyed or mutilated Warrant Certificate shall be entitled to the same benefits of this Agreement equally and proportionately with any and all other Warrant Certificates, whether or not the allegedly lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone. The provisions of this Section 8 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of lost, stolen, destroyed or mutilated Warrant Certificates.

SECTION 9.    Merger, Consolidation, Etc. In connection with any merger or consolidation prior to the Expiration Date, the Company shall make appropriate provision to ensure that the Holders shall have the right to receive, upon consummation of such transaction and (except in a Cash Sale) thereafter upon exercise or conversion of any convertible securities so received, as applicable, such property as may be required pursuant to Section 6 hereof, and to the extent such property includes convertible securities, the Company shall provide for adjustments substantially equivalent to the adjustments provided for in Section 6 hereof.

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SECTION 10.    Reservation of Shares; Certain Actions.

(a)    Reservation of Shares. The Company shall at all times reserve and keep available (and cause Computershare to create and maintain a “warrant to common reserve”), free from preemptive rights, out of its authorized but unissued Common Stock (or out of authorized Other Securities), solely for issuance and delivery upon exercise or conversion of Warrants, the full number of Warrant Shares from time to time issuable upon the exercise or conversion of all Warrants and any other outstanding warrants, options or similar rights, from time to time outstanding. All Warrant Shares shall be duly authorized and, when issued upon such exercise or conversion of the Warrants, shall be duly and validly issued, and (if applicable) fully paid and nonassessable, free from all taxes, liens, charges, security interests, encumbrances and other restrictions created by or through the Company and issued without violation (i) of any preemptive or similar rights of any stockholder of the Company and (ii) by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Warrant Shares may be listed at the time of such exercise or conversion.

(b)    Certain Actions. Before taking any action that would cause an adjustment pursuant to Section 6 effectively reducing the per share Exercise Price below the then par value (if any and if applicable) of the Warrant Shares issuable upon exercise or conversion of the Warrants, the Company will take any reasonable corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at such Exercise Price as so adjusted.

SECTION 11.    Notification of Certain Events; Corporate Action.

(a)    In the event of:

(i)    any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution of any kind, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right or interest of any kind, or any other event referred to in Section 6(a) or (b); or

(ii)    (A) any capital reorganization of the Company, (B) any reclassification of the capital shares of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a subdivision or combination), (C) the consolidation or merger of the Company with or into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the shares of Common Stock), (D) the sale or transfer of the properties and assets of the Company as, or substantially as, an entirety to another Person, or (E) an exchange offer for Common Stock (or Other Securities); or

(iii)    the voluntary or involuntary dissolution, liquidation, or winding up of the Company,

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the Company shall cause to be filed with the Warrant Agent and mailed to each Holder a notice specifying (x) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of any such dividend, distribution or right, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or right are to be determined, and the amount and character of such dividend, distribution or right, or (y) the date or expected date on which any such reorganization, reclassification, consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation or winding up is expected to become effective, and the time, if any such time is to be fixed, as of which holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation or winding up. Such notice shall be delivered not less than ten (10) calendar days prior to such date therein specified, in the case of any such date referred to in clause (x) of the preceding sentence, and not less than twenty (20) calendar days prior to such date therein specified, in the case of any such date referred to in clause (y) of the preceding sentence. Failure to give such notice within the time provided or any defect therein shall not affect the legality or validity of any such action.

SECTION 12.    Warrant Agent. The Warrant Agent undertakes the duties and obligations expressly imposed by this Agreement upon the terms and conditions set forth in this Section 12.

(a)    Limitation on Liability. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Warrant Shares or other property delivered or deliverable upon exercise or conversion of any Warrant, or as to the purchase price of such Warrant Shares or other property. The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by the Warrant Agent in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized unless such action or omission was taken or omitted to be taken in bad faith, gross negligence or willful misconduct(which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), (ii) be responsible for determining (x) compliance by any Person with the provisions set forth in Section 5(m) or (y) whether any facts exist that may require any adjustment of the Exercise Price and the number of Warrant Shares, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Warrant Shares or property upon the surrender of any Warrant for the purpose of exercise or conversion or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in the Warrant Certificates or (iv) be liable for any action taken, suffered or omitted to be taken in connection with this Agreement, except for its own bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for which the Warrant Agent shall be liable. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. Notwithstanding anything to the contrary stated herein, any liability of the Warrant Agent under this Agreement shall be limited to the lesser of (i) the amount of fees, but not including reimbursable expenses, paid by the Company to the Warrant Agent during the twenty-four (24) months immediately preceding the event for which recovery from the Warrant Agent is being sought, and (ii) $50,000.

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(b)    Instructions. The Warrant Agent is hereby authorized to accept advice or instructions with respect to the performance of its duties hereunder from an Appropriate Officer and to apply to any such officer for advice or instructions. The Warrant Agent shall be fully protected and authorized in relying upon the most recent advice or instructions received by any such officer. The Warrant Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the advice or instructions of any such officer.

(c)    Agents. The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents or employees or for any loss to the Company resulting from such neglect or misconduct, provided that the Warrant Agent acts without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof. The Warrant Agent shall not be under any obligation or duty to institute, appear in, or defend any action, suit or legal proceeding in respect hereof, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider necessary. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against the Warrant Agent arising out of or in connection with this Agreement.

(d)    Cooperation. The Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent in order to enable the Warrant Agent to carry out or perform its duties under this Agreement.

(e)    Agent Only. The Warrant Agent shall act solely as agent for the Company in accordance with the terms and conditions hereof and does not assume any obligation or relationship of agency or trust with any Holders. The Warrant Agent shall not be liable except for the performance of such duties as are expressly set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent, whose duties and obligations shall be determined solely by the express provisions hereof.

(f)    Right to Counsel. The Warrant Agent may at any time consult with legal counsel reasonably satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken, suffered or omitted by the Warrant Agent in good faith in accordance with the opinion or advice of such counsel.

(g)    Compensation. The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by it hereunder and to reimburse the Warrant Agent for its reasonable expenses incurred by the Warrant Agent hereunder (including reasonable counsel fees and expenses) in connection with the acceptance, negotiation, preparation, delivery, administration, execution, modification, waiver, delivery, enforcement or amendment of the Agreement and the exercise and performance of its duties hereunder.

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(h)    Accounting and Payment. The Warrant Agent shall account to the Company with respect to Warrants exercised or converted and pay to the Company all moneys received by the Warrant Agent on behalf of the Company on the purchase of Warrant Shares through the exercise of Warrants pursuant to the procedures set forth in Section 5(f). The Warrant Agent shall advise the Company by facsimile or by electronic transmission at the end of each day the number of Warrant Exercise Notices received, and, if known, the identity of the Holder(s) of the Warrant(s) exercised or converted.

(i)    No Conflict. Subject to applicable law, the Warrant Agent and any stockholder, affiliate, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Subject to applicable law, nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other Person including, without limitation, acting as trustee under an indenture.

(j)    Resignation; Termination. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising prior to resignation as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction)) after giving thirty (30) calendar days’ prior written notice to the Company. In the event the transfer agency relationship in effect between the Company and Warrant Agent terminates, the Warrant Agent shall be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. The Company may remove the Warrant Agent upon thirty (30) calendar days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as have been caused by the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) prior to its removal. The Company shall cause to be mailed promptly (by first class mail, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company, at the Company’s expense, a copy of such notice of resignation or notice of removal, as the case may be. Upon such resignation or removal the Company shall promptly appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. A resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent will become effective only upon the successor Warrant Agent’s acceptance of appointment. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a Person, incorporated under the laws of the United States or of any state thereof and authorized under such laws to conduct a shareholder services business, be subject to supervision and examination by a Federal or state authority, and have a combined capital and surplus of not less than $100,000,000 as set forth in its most recent published annual report of condition; or in the case of such capital and surplus requirement, a controlled affiliate of such a Person meeting such capital and surplus requirement. After acceptance in writing of such appointment by the new Warrant Agent, such successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities under this Agreement as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall send notice thereof to the resigning or removed Warrant Agent and shall forthwith cause a copy of such notice to be mailed (by first class, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company. Failure to give any notice provided for in this Section 12(j), or any defect in any such notice, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

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(k)    Merger, Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the agency business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without the execution or filing of any document or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Warrant Agent under the provisions of Section 12(j). If at the time such successor to the Warrant Agent shall succeed under this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and if at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement. If at any time the name of the Warrant Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants either in its prior name or in its changed name; and in all such cases such Warrants shall have the full force and effect provided in the Warrants and in this Agreement.

(l)    Indemnity. The Company agrees to indemnify the Warrant Agent, and to hold it harmless against, any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including reasonable counsel fees and expenses) incurred without the bad faith, gross negligence or willful misconduct on the part of the Warrant Agent (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Warrant Agent in connection with the preparation, delivery, acceptance, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The Warrant Agent shall not be obligated to expend or risk its own funds to take any action which it believes would expose it to expense or liability or to a risk of incurring expense of liability, unless it has been furnished with assurance of repayment or indemnity reasonably satisfactory to it.

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(m)    Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible or have any duty to make any calculation or adjustment, or to determine when any calculation or adjustment required under the provisions hereof should be made, how it should be made or what it should be, or have any responsibility or liability for the manner, method or amount of any such calculation or adjustment or the ascertaining of the existence of facts that would require any such calculation or adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant to be issued pursuant to this Agreement or as to whether any Warrant Shares will, when issued, be valid and fully paid and nonassessable.

(n)    No Liability for Interest. The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement.

(o)    [Reserved].

(p)    [Reserved].

(q)    No Implied Obligations. The Warrant Agent shall be obligated to perform such duties as are explicitly set forth herein and no implied duties or obligations shall be read into this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder that may involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance and sale, or exercise or conversion, of the Warrants or Warrant Shares. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, to make any demand upon the Company.

(r)    Force Majeure. In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

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(s)    Bank Accounts. All funds received by the Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of Services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard & Poor’s Ratings Services (LT Local Issuer Credit Rating), Moody’s Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.

SECTION 13.    Severability. In the event that any one or more of the provisions contained herein or in the Warrants, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby; provided that if any such excluded term, provision, covenant or restriction shall materially adversely affect the rights, immunities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately. Furthermore, subject to the preceding sentence, in lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms and commercial effect to such invalid, illegal or unenforceable provision as may be possible and be valid and enforceable.

SECTION 14.    Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrants, no Holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter, in each case, as a stockholder of the Company.

SECTION 15.    Notices to Company and Warrant Agent. All notices, requests or demands authorized by this Agreement to be given or made by the Warrant Agent or by any registered Holder of any Warrant to or on the Company or the Warrant Agent to be effective shall be in writing (including by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or one Business Day if sent by overnight courier service (with next day delivery specified), or two Business Days after being delivered to a recognized courier (whose stated terms of delivery are two business days or less to the destination such notice), or five Business Days after being deposited in the mail, or, in the case of facsimile or email notice, when received, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

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Tidewater Inc.
842 West Sam Houston Parkway North, Suite 400
Houston, TX 77024
Attn:   Daniel A. Hudson

Ann Cowper

Anntoinette Sims

Vince Almerico

Email: [Personal Information Redacted]

Any notice pursuant to this Agreement to be given by the Company or by any registered Holder of any Warrant to the Warrant Agent shall be sufficiently given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: Reorg Department – Warrants

Email: [Personal Information Redacted]

SECTION 16.    Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement (a) without the approval of any Holders in order to cure any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holders in any material respect, (b) without the approval of any Holders to implement any changes required by the U.S. Coast Guard or the U.S. Maritime Administration in order for the Company to comply with the Jones Act limitations on ownership of Warrant Shares by Non-U.S. Citizens, or (c) with the prior written consent of Holders exercisable or convertible for a majority of the Warrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding; provided, that the Warrant Agent shall not be required to execute any amendment or supplement to this Agreement that the Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. As a condition precedent to the Warrant Agent’s execution of any amendment or supplement to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an Authorized Officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 16. No modification or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent. Notwithstanding the foregoing, the consent of each Holder affected shall be required for any amendment pursuant to which the Exercise Price would be increased or the number of Warrant Shares purchasable would be decreased (other than pursuant to adjustments provided herein) or the Expiration Date would be shortened. Upon execution and delivery of any supplement or amendment pursuant to this Section 16, such amendment shall be considered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

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SECTION 17.    Termination. This Agreement shall terminate on the Expiration Date or, if later, upon settlement of all Warrants (i) validly exercised or converted prior to the Expiration Date and, (ii) if exercised or converted pursuant to Section 5(c)(i) hereof, for which the Exercise Price was timely paid. Notwithstanding the foregoing, this Agreement will terminate on any earlier date when all Warrants have been exercised, converted, or cancelled; provided, however, that the provisions of Section 12 shall survive such termination.

SECTION 18.    Governing Law and Consent to Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Each of the Company and the Warrant Agent hereby irrevocably submits to the jurisdiction of any New York State court sitting in the City of New York or any Federal Court sitting in the City of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement, and each irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Nothing herein shall affect the right of any Person to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or the Warrant Agent in any other jurisdiction.

SECTION 19.    Waiver of Jury Trial. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights hereunder.

SECTION 20.    Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Warrant Agent and the registered Holders (who are express third party beneficiaries of this Agreement) any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered Holders.

SECTION 21.    Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

SECTION 22.    Headings. The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.

SECTION 23.    Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services of the Warrant Agent shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

TIDEWATER INC.
By:	/s/ Daniel A. Hudson
Name:	Daniel A. Hudson
Title:	Executive Vice President, General Counsel and Secretary

[Signature Page to Warrant Agreement]

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent
By:	/s/ Michael Legregin
Name:	Michael Legregin
Title:	Senior Vice President, Corporate Actions Relationship Management & Operations

[Signature Page to Warrant Agreement]

EXHIBIT A-1

FORM OF FACE OF GLOBAL WARRANT CERTIFICATE

This Global Warrant Certificate is deposited with or on behalf of The Depository Trust Company (the “Depository”) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 4(f) of the Warrant Agreement and (ii) this Global Warrant Certificate may be transferred pursuant to Section 4(e)of the Warrant Agreement and as set forth below.

[UNLESS THIS GLOBAL WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO. OR SUCH OTHER ENTITY, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR AS OTHERWISE PERMITTED IN SECTION 4(E) OF THE WARRANT AGREEMENT, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 4 AND 5 OF THE WARRANT AGREEMENT.

THIS SECURITY IS SUBJECT TO VARIOUS CONDITIONS INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED & RESTATED CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”) AND THE SECOND AMENDED & RESTATED BYLAWS (THE “BYLAWS”) OF THE COMPANY, EACH AS MAY BE AMENDED OR MODIFIED FROM TIME TO TIME. THIS SECURITY MAY NOT BE VOTED OR OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, AND NO REGISTRATION OF TRANSFER OF THIS SECURITY WILL BE MADE ON THE BOOKS OF THE COMPANY OR ITS TRANSFER AGENT, UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF RECORD OF THIS SECURITY A COPY OF THE CERTIFICATE OF INCORPORATION AND BYLAWS, CONTAINING THE ABOVE REFERENCED RESTRICTIONS ON TRANSFERS OF SECURITIES, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

A-1-1

PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AT THE TIME OF SUCH TRANSFER; OR

(C) UNDER AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).

WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THE COMPANY AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF: (1) THE EARLIEST OF (A) THE DATE ON WHICH THIS SECURITY HAS BEEN SOLD TO A NON-AFFILIATE OF THE COMPANY PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SALE; (B) THE DATE ON WHICH THIS SECURITY HAS BEEN SOLD TO A NON-AFFILIATE OF THE COMPANY PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; AND (C) THE DATE ON WHICH THE HOLDER OF THIS SECURITY (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT TO RULE 144(d) UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR THERETO AT SUCH TIME) AND (Y) IS NOT AN AFFILIATE OF THE COMPANY (AND HAS NOT BEEN AN AFFILIATE OF THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING); AND (2) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW. IN DETERMINING WHETHER THE HOLDER OF THIS SECURITY (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT TO RULE 144(d) UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR THERETO AT SUCH TIME) OR (Y) IS AN AFFILIATE OF THE COMPANY (OR HAS BEEN AN AFFILIATE OF THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING), THE COMPANY AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO MAKE SUCH DETERMINATION.]

No registration or transfer of the securities issuable pursuant to the exercise or conversion of the Warrant will be recorded on the books of the Company until such provisions have been complied with.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

¹ To be included if warrants can be made DTC eligible prior to registration and the Company reasonably determines that, to comply with applicable law, such legend is required.

A-1-2

CUSIP No. [●]

ISIN No. [●]

WARRANTS TO PURCHASE

SHARES OF COMMON STOCK

TIDEWATER INC.

GLOBAL WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., New York City Time, April 22, 2047

This Global Warrant Certificate (“Warrant Certificate”) certifies that Cede & Co., or its registered assigns is the registered holder of warrants (the “Warrants”) of Tidewater Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth above. The Warrants expire at 5:00 p.m., New York City time, on the date that is the twenty-five year anniversary of the Closing Date (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one fully paid and non-assessable Share at the exercise price (the “Exercise Price”), payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $0.001 per share (equal to the par value $0.001 per share of Common Stock) (subject to adjustment as provided in the Warrant Agreement).

In lieu of paying the Exercise Price set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement (as defined on the reverse hereof), the Warrants shall entitle the holder thereof, at the election of such holder, to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

The number of shares of Common Stock purchasable upon exercise or conversion of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

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No Warrant may be exercised or converted prior to the date of the Warrant Agreement or after the Expiration Date.

After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value.

Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

Jones Act Limitations on Warrant Exercise. Notwithstanding the other provisions of the Warrant Agreement, in order to facilitate the Company’s compliance with the Jones Act and other U.S. Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to operate its vessels in the coastwise trade of the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i) At the time of exercise or conversion of any Warrant, its holder shall advise the Company whether or not it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii) Any holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the shares of Common Stock deliverable upon exercise or conversion of such Warrant would constitute Excess Shares, as defined in the Warrant Agreement, if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant.

(iii) Any sale, transfer or other disposition of any Warrant by any holder that is a Non-U.S. Citizen to a person who is a U.S. Citizen must be a complete transfer of such holder’s interests in such Warrant and the Common Stock issuable upon its exercise or conversion to such person with the transferor retaining no ability to direct or control such person. The foregoing restriction shall also apply to any person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

A-1-4

Dated: [_____]

TIDEWATER INC.

By:                                                                 

Name:         

Title:         

By:                                                                            

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent

By:                                                                              

Name:

Title:

A-1-5

FORM OF REVERSE OF GLOBAL WARRANT CERTIFICATE
TIDEWATER INC.

The Warrants evidenced by this Warrant Certificate are a part of a duly authorized issue of Warrants to purchase shares of Common Stock issued pursuant to that certain Warrant Agreement, dated as of April 22, 2022 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent’s office designated for such purpose and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate but not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them therein.

Warrants may be exercised or converted from the date of the Warrant Agreement through 5:00 p.m., New York City time, on the Expiration Date, subject to adjustment as described in the Warrant Agreement. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrants evidenced by this Warrant Certificate may exercise such Warrants by: (i) providing written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in the Warrant Agreement, by hand or by email, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall substantially be in the form of an election to purchase shares of Common Stock set forth herein, properly completed and executed by the holder; (ii) delivering no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, the Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository); and (iii) paying the Exercise Price, together with any applicable taxes and governmental charges.

In lieu of paying the Exercise Price as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement, the Warrants shall entitle the holder thereof, at the election of such holder, to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

In the event that upon any exercise or conversion of the Warrants evidenced hereby the number of shares of Common Stock actually purchased shall be less than the total number of shares of Common Stock purchasable upon exercise or conversion of the Warrants evidenced hereby, there shall be issued to the holder hereof, or such holder’s assignee, a new Warrant Certificate evidencing Warrants to purchase the shares of Common Stock not so purchased or appropriate adjustment shall be made in the “Schedule of Increases or Decreases in Global Warrant Certificate” annexed hereto. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise or conversion of Warrants. After 5:00 p.m., New York City time on the Expiration Date, unexercised or unconverted Warrants shall become wholly void and of no value.

A-1-6

The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional shares of Common Stock.

Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants to purchase in the aggregate a like number of shares of Common Stock.

No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise or conversion hereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

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A-1-7

[TO BE ATTACHED TO GLOBAL WARRANT CERTIFICATE FOR THE WARRANTS]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

The following increases or decreases in this Global Warrant have been made:

Date Amount of decrease in the number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant Amount of increase in number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant Number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant following such decrease or increase Signature of authorized officer of the Warrant Agent

A-1-8

FORM OF ELECTION TO EXERCISE WARRANT FOR
WARRANT HOLDERS HOLDING WARRANTS
THROUGH THE DEPOSITORY TRUST COMPANY

TO BE COMPLETED BY DIRECT PARTICIPANT
IN THE DEPOSITORY TRUST COMPANY

TIDEWATER INC.

Warrants to Purchase ____ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase shares of Common Stock of Tidewater Inc. (the “Company”) held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to purchase _____ newly issued shares of Common Stock of the Company at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $_____ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐ Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐ Please check if the undersigned is a Non-U.S. Citizen.

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

A-1-9

☐ Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐ Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND EMAIL WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:
	(PLEASE PRINT)

ADDRESS:  

CONTACT NAME:  

ADDRESS:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL:  

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

ACCOUNT FROM WHICH THE WARRANTS ARE BEING DELIVERED:

DEPOSITORY ACCOUNT NO.:  

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING THE WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:

A-1-10

NAME:
	(PLEASE PRINT)

CONTACT NAME:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL:  

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED:

DEPOSITORY ACCOUNT NO.:

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

ADDRESS:  

CONTACT NAME:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):

EMAIL:  

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):

Signature:  

Name:  

Capacity in which Signing:  

Signature Guaranteed

BY:  

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-1-11

EXHIBIT A-2

FORM OF FACE OF INDIVIDUAL WARRANT CERTIFICATE

VOID AFTER 5:00 P.M., New York City Time, April 22, 2047

This Individual Warrant Certificate may not be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

THIS SECURITY IS SUBJECT TO VARIOUS CONDITIONS INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED & RESTATED CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”) AND THE SECOND AMENDED & RESTATED BYLAWS (THE “BYLAWS”) OF TIDEWATER INC. (THE “COMPANY”), EACH AS MAY BE AMENDED OR MODIFIED FROM TIME TO TIME. THIS SECURITY MAY NOT BE VOTED OR OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, AND NO REGISTRATION OF TRANSFER OF THIS SECURITY WILL BE MADE ON THE BOOKS OF THE COMPANY OR ITS TRANSFER AGENT, UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF RECORD OF THIS SECURITY A COPY OF THE CERTIFICATE OF INCORPORATION AND BYLAWS, CONTAINING THE ABOVE REFERENCED RESTRICTIONS ON TRANSFERS OF SECURITIES, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT:

TO THE COMPANY OR ANY SUBSIDIARY THEREOF;

PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AT THE TIME OF SUCH TRANSFER; OR

UNDER AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).

WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THE COMPANY AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

A-2-1

THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF: (1) THE EARLIEST OF (A) THE DATE ON WHICH THIS SECURITY HAS BEEN SOLD TO A NON-AFFILIATE OF THE COMPANY PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT

IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SALE; (B) THE DATE ON WHICH THIS SECURITY HAS BEEN SOLD TO A NON-AFFILIATE OF THE COMPANY PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; AND (C) THE DATE ON WHICH THE HOLDER OF THIS SECURITY (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT TO RULE 144(d) UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR THERETO AT SUCH TIME) AND (Y) IS NOT AN AFFILIATE OF THE COMPANY (AND HAS NOT BEEN AN AFFILIATE OF THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING); AND (2) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW. IN DETERMINING WHETHER THE HOLDER OF THIS SECURITY (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT TO RULE 144(d) UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR THERETO AT SUCH TIME) OR (Y) IS AN AFFILIATE OF THE COMPANY (OR HAS BEEN AN AFFILIATE OF THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING), THE COMPANY AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO MAKE SUCH DETERMINATION.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

A-2-2

CUSIP No. [●]

ISIN No. [●]

WARRANTS TO PURCHASE

SHARES OF COMMON STOCK

TIDEWATER INC.

INDIVIDUAL WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., New York City Time, April 22, 2047

This Individual Warrant Certificate (“Warrant Certificate”) certifies that _____ or its registered assigns is the registered holder of Warrants (the “Warrants”) of Tidewater Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth above. The Warrants expire at 5:00 p.m., New York City time, on the date that is the twenty-five year anniversary of the Closing Date (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one fully paid and non-assessable Share at the exercise price (the “Exercise Price”), payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $0.001 per share (equal to the par value $0.001 per share of Common Stock) (subject to adjustment as provided in the Warrant Agreement).

In lieu of paying the Exercise Price set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement (as defined on the reverse hereof), the Warrants shall entitle the holder thereof, at the election of such holder, to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

The number of shares of Common Stock purchasable upon exercise or conversion of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

A-2-3

No Warrant may be exercised or converted prior to the date of the Warrant Agreement or after the Expiration Date.

After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value.

Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

Jones Act Limitations on Warrant Exercise. Notwithstanding the other provisions of the Warrant Agreement, in order to facilitate the Company’s compliance with the Jones Act and other U.S. Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to operate its vessels in the coastwise trade of the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i) At the time of exercise or conversion of any Warrant, its holder shall advise the Company whether or not it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii) Any holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the shares of Common Stock deliverable upon exercise or conversion of such Warrant would constitute Excess Shares, as defined in the Warrant Agreement, if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant.

(iii) Any sale, transfer or other disposition of any Warrant by any holder that is a Non-U.S. Citizen to a person who is a U.S. Citizen must be a complete transfer of such holder’s interests in such Warrant and the Common Stock issuable upon its exercise or conversion to such person with the transferor retaining no ability to direct or control such person. The foregoing restriction shall also apply to any person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

A-2-4

Dated: [_____]

TIDEWATER INC.

By:                                                                                   

Name:         

Title:         

By:                                                                                   

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST

COMPANY, LLC, as Warrant Agent

By:                                                                                   

Name:

Title:

A-2-5

FORM OF REVERSE OF INDIVIDUAL WARRANT CERTIFICATE
TIDEWATER INC.

The Warrants evidenced by this Warrant Certificate are a part of a duly authorized issue of Warrants to purchase shares of Common Stock issued pursuant to that certain Warrant Agreement, dated as of April 22, 2022 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent’s office designated for such purpose and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate but not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them therein.

Warrants may be exercised or converted to purchase Warrant Shares from the Company from the date of the Warrant Agreement through 5:00 p.m., New York City time, on the Expiration Date, at the Exercise Price set forth on the face hereof, subject to adjustment as described in the Warrant Agreement. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrants evidenced by this Warrant Certificate may exercise such Warrants by:

(i) providing written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in the Warrant Agreement, by hand or by email, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall substantially be in the form of an election to purchase shares of Common Stock set forth herein, properly completed and executed by the holder; (ii) delivering no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, the Warrant Certificate evidencing such Warrants to the Warrant Agent; and (iii) paying the Exercise Price, together with any applicable taxes and governmental charges.

In lieu of paying the Exercise Price as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement, the Warrants shall entitle the holder thereof, at the election of such holder, to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

In the event that upon any exercise or conversion of the Warrants evidenced hereby the number of shares of Common Stock actually purchased shall be less than the total number of shares of Common Stock purchasable upon exercise or conversion of the Warrants evidenced hereby, there shall be issued to the holder hereof, or such holder’s assignee, a new Warrant Certificate evidencing Warrants to purchase the shares of Common Stock not so purchased. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise or conversion of Warrants. After 5:00 p.m., New York City time on the Expiration Date, unexercised or unconverted Warrants shall become wholly void and of no value.

A-2-6

The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional shares of Common Stock.

Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants to purchase in the aggregate a like number of shares of Common Stock.

No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise or conversion hereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

[Balance of page intentionally remains blank]

A-2-7

FORM OF ELECTION TO EXERCISE WARRANT FOR
WARRANT HOLDERS HOLDING INDIVIDUAL WARRANT CERTIFICATES

TO BE COMPLETED BY REGISTERED HOLDER
TIDEWATER INC.

Warrants to Purchase _____ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase shares of Common Stock of Tidewater Inc. (the “Company”), to purchase _____ newly issued shares of Common Stock of the Company at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $_____ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐ Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐ Please check if the undersigned is a Non-U.S. Citizen.

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐ Please check if such designee is a Non-U.S. Citizen.

A-2-8

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:  

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS, PHONE NUMBER AND EMAIL WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF REGISTERED HOLDER:
	(PLEASE PRINT)

ADDRESS:  

DELIVERY ADDRESS (IF DIFFERENT):  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL:  

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER:  

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE

NOTICE):  

Signature:  

Note: If the Warrant Shares are to be registered in a name other than that in which the Individual Warrants are registered, the signature of the holder hereof must be guaranteed.

Signature Guaranteed

BY:  

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-2-9

EXHIBIT A-3

FORM OF ELECTION TO EXERCISE WARRANT FOR
WARRANT HOLDERS HOLDING
DIRECT REGISTRATION WARRANTS

TO BE COMPLETED BY REGISTERED HOLDER

TIDEWATER INC.

Warrants to Purchase _____ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase shares of Common Stock of Tidewater Inc. (the “Company”), to purchase ____ newly issued shares of Common Stock of the Company at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $_____ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐ Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐ Please check if the undersigned is a Non-U.S. Citizen.

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

A-3-1

☐ Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐ Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND EMAIL WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:
	(PLEASE PRINT)

ADDRESS:  

CONTACT NAME:  

ADDRESS:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL: SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

ACCOUNT FROM WHICH THE WARRANTS ARE BEING DELIVERED:  

DEPOSITORY ACCOUNT NO.:  

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING THE WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:

A-3-2

NAME:
	(PLEASE PRINT)

CONTACT NAME:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL:  

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED:

DEPOSITORY ACCOUNT NO.:  

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

ADDRESS:  

CONTACT NAME:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL:  

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):  

Signature:  

Name:  

Capacity in which Signing:  

Signature Guaranteed

BY:  

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. .

A-3-3

EXHIBIT A-4

FORM OF ELECTION TO EXERCISE WARRANT THROUGH THE ALTERNATIVE

WARRANT EXERCISE FOR
WARRANT HOLDERS HOLDING
DIRECT REGISTRATION WARRANTS

TO BE COMPLETED BY REGISTERED HOLDER OR ITS BROKER

TIDEWATER INC.

Warrants to Purchase That Number of Shares of Common Stock Indicated Below

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned has sold short on [INSERT DATE] (the “Short Sale”), through ________, its broker-dealer (“Broker”), through one or more Stock Exchanges the number of shares of common stock (“Common Stock”) of Tidewater Inc. (the “Company”) written below under “Number of Shares of Common Stock.”

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants, to purchase for delivery to the purchaser in such Short Sale(s) the same number of newly issued shares of Common Stock as were sold in such Short Sale(s) at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement) to cover the undersigned’s short position in such Short Sales by delivering such shares of Common Stock to the account of the Broker set forth in this notice.

The undersigned represents, warrants and promises that it has the full power and authority to exercise the Warrants exercised hereby. The undersigned represents, warrants and promises that it has delivered in payment for such shares the aggregate Exercise Price in the amount of $_____ by wire transfer in immediately available funds to an account of the Company specified in writing by the Company for such purpose.

The Broker is a U.S. Citizen.

The undersigned requests that the Company cause the shares of Common Stock issued hereby to be issued no later than 4:00 p.m., New York City time, on the second Business Day immediately following the date of this notice to the Broker through the Deposit and Withdrawal at Custodian system of The Depository Trust Company, all as specified in accordance with the instructions set forth below.

DELIVERY INSTRUCTIONS

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE COMPANY AND WARRANT AGENT PRIOR TO 6:00 P.M., NEW YORK CITY TIME, ON THE DAY THE SHORT SALE(S) OCCURS WITH RESPECT TO SHARES ISSUED TO COVER SUCH SHORT SALE(S).

A-4-1

YOU ACTING DIRECTLY OR THROUGH YOUR BROKER, MUST DELIVER THIS WARRANT EXERCISE NOTICE:

To the Company:        Tidewater Inc.

842 West Sam Houston Parkway North, Suite 400
Houston, TX 77024
Attn.:  Daniel A. Hudson

Ann Cowper

Anntoinette Sims

Vince Almerico

Email: [Personal Information Redacted]

Telephone No.: [Personal Information Redacted]

To Warrant Agent:          

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

Attn:  Reorg Department – Warrants

Email:  [Personal Information Redacted]

Telephone No.: [Personal Information Redacted]

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION, MARKED TO THE ATTENTION OF “WARRANT EXERCISE”.

IF EXERCISED BY BROKER ON BEHALF OF WARRANT HOLDER

BROKER DELIVERING THIS WARRANT EXERCISE NOTICE ON BEHALF OF WARRANT HOLDER:

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY: [BROKER NAME]   \\

ADDRESS:  

CONTACT NAME:  

ADDRESS:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL ADDRESS :  

TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):  

BROKER’S DEPOSITORY PARTICIPANT NO.:  

A-4-2

ACCOUNT NO. AT BROKER TO WHICH THE SHARES OF COMMON STOCK ARE TO BE

CREDITED:  

IF EXERCISED BY WARRANT HOLDER

WARRANT HOLDER, IF OTHER THAN THE DIRECT DTC PARTICIPANT, DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

CONTACT NAME:  

TELEPHONE (INCLUDING INTERNATIONAL CODE):  

EMAIL ADDRESS:  

TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):  

BROKER’S DEPOSITORY ACCOUNT NO.:  

ACCOUNT NO. AT BROKER TO WHICH THE SHARES OF COMMON STOCK ARE TO BE

CREDITED:  

NUMBER OF SHARES OF COMMON STOCK

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):  

Signature:  

Name:  

Capacity in which Signing:  

Signature Guaranteed

BY:  

Print Name & Title:  

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-4-3

EXHIBIT B-1

FORM OF ASSIGNMENT

(TO BE EXECUTED BY THE REGISTERED HOLDER
IF SUCH HOLDER DESIRES TO TRANSFER A WARRANT)

FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto

Name of Assignee

Address of Assignee

Warrants to purchase _____ shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution.

Signature

Date

Social Security or Other Taxpayer Identification Number of Assignee

SIGNATURE GUARANTEED BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

B-1-1

EXHIBIT B-2

FORM OF ASSIGNMENT

(TO BE EXECUTED BY THE REGISTERED HOLDER
IF SUCH HOLDER DESIRES TO TRANSFER A WARRANT)

FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto

Name of Assignee

Address of Assignee

Warrants to purchase _____ shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution.

Signature

Date

Social Security or Other Taxpayer Identification Number of Assignee

SIGNATURE GUARANTEED BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

B-2-2

Exhibit C

WARRANT SUMMARY

NUMBER OF WARRANTS: Initially, 8,100,000 Warrants, subject to adjustment as described in the Warrant Agreement dated as of April 22, 2022 between Tidewater Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”) (as supplemented or amended, the “Warrant Agreement”), each of which is exercisable or convertible for one share of the Company’s common stock, par value $0.001 per share. This summary is not complete and reference is made to the Warrant Agreement for the terms of the Warrants. In the event of any conflict, the terms of the Warrant Agreement shall control.

EXERCISE PRICE: $0.001 per Warrant (subject to adjustment as provided in the Warrant Agreement).

HOLDER NOT DEEMED A STOCKHOLDER: Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company.

JONES ACT LIMITATIONS ON EXERCISE OR CONVERSION: The right to exercise or convert Warrants is subject to the limitations on ownership of the Common Stock by Non-U.S. Citizens set forth in the Warrant Agreement.

FORM OF SETTLEMENT:

Full Settlement: If Full Physical Settlement is elected, the Company shall deliver, against payment of the Exercise Price, a number of shares of Common Stock equal to the number of Warrants exercised or converted.

Cashless Conversion: If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date.

EXPIRATION DATE: The Close of Business on April 22, 2047.

C-1

Exhibit D

Omitted pursuant to Item 601(a)(5) of Regulation S-K.

D-1

EX-10.3

Exhibit 10.3

TRANSITIONAL TRADEMARK LICENSE AGREEMENT

This Transitional Trademark License Agreement (this “Agreement”) is made and entered into as of April 22, 2022 (the “Effective Date”), between Swire Pacific Limited (“Licensor”) and Tidewater Inc. (“Buyer”) (each a “Party” and together the “Parties”).

WHEREAS, pursuant to a Share Purchase Agreement, dated March 9, 2022 (the “SPA”), among Banyan Overseas Limited (“Seller”), Swire Pacific Offshore Holdings Ltd. (the “Company”), and Buyer, Seller is selling to Buyer, and Buyer is purchasing from Seller, all of Seller’s shares in the Company;

WHEREAS, Section 7.13 of the SPA requires the execution and delivery of this Agreement by the Parties hereto at the Closing;

WHEREAS, Licensor is an Affiliate of Seller and has the right to grant the licenses granted in this Agreement; and

WHEREAS, in connection with the transactions contemplated by the SPA, Licensor desires to grant to Buyer a limited license with respect to the Seller Name and Marks in accordance with the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Definitions. Capitalized terms are defined either (i) in context in this Agreement; (ii) in this Section 1 (Definitions); or (iii) in the SPA.

1.1 “Marks” means trademarks, service marks, trade names, service names, taglines, slogans, industrial designs, brand names, brand marks, trade dress rights, Internet domain names, identifying symbols, logos, emblems, signs or insignia, created or arising under the laws of any jurisdiction, including all goodwill associated with the foregoing.

1.2 “Seller Name and Marks” means the names and marks of Seller and its Affiliates set forth on Schedule 1.2 hereto, either alone or in combination with other words and all Marks, trade dress, logos, monograms, devices, domain names and other source identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words.

1.3 “Term” has the meaning set forth in Section 7 (Term).

1.4 “Quality Standard” has the meaning set forth in Section 4.1 (Definition of Quality Standard).

2. Use of Seller Name and Marks during Term.

2.1 Limited License. Subject to the terms and conditions of this Agreement and the SPA, including Licensor’s termination right under Section 8.1 (Termination), Licensor hereby grants to Buyer and its Affiliates (including the Group Companies), a non-exclusive, non-transferrable, non-sublicensable, worldwide, paid-up (consideration free), limited license during the Term to display, incorporate, and otherwise use the Seller Name and Marks solely in connection with the business of the Group Companies, and only in a manner that is the same as, or substantially similar to, the manner in which Licensor or any of the Group Companies displays or otherwise uses the Seller Name and Marks in connection with the operation of Group Companies’ business prior to the Closing Date. Buyer’s (and its Affiliates and the Group Companies’) use of the Seller Name and Marks shall be in a manner consistent with past practice and in accordance with the Quality Standard. For the avoidance of doubt, the Group Companies shall not make any new uses of the Seller Name and Marks that were not in existence prior to the Closing and Buyer and its Affiliates shall not use the Seller Name and Marks except as expressly allowed in this Section 2.1 (Limited License).

2.2 No Combined Uses; No Modifications. Except as otherwise permitted within the scope of the license granted pursuant to Section 2.1 (Limited License), Buyer (and its Affiliates and the Group Companies) shall not use the Seller Name and Marks in conjunction with any other Marks or identifiers without Licensor’s prior written approval, which approval Licensor shall be entitled to withhold in its sole and absolute discretion. Notwithstanding the foregoing, Buyer (and its Affiliates and the Group Companies) may use the Seller Name and Marks in conjunction with any other Marks or identifiers for the sole purposes of (i) identifying the historical relationship of the Group Companies with Seller prior to Closing and with the Buyer after Closing, or (ii) identifying the name of any Group Company prior to Closing with any name change of such Group Company subsequent to Closing, without obtaining Licensor’s prior written approval. Buyer (and its Affiliates and the Group Companies) shall not modify the Seller Name and Marks or the manner in which the Group Companies display or otherwise use the Seller Name and Marks as of the Closing Date.

2.3 Intellectual Property Ownership of Seller Name and Marks. Buyer acknowledges and agrees that Licensor or its Affiliates own all right, title and interest in and to the Seller Name and Marks, including all Intellectual Property embodied in the Seller Name and Marks. As between Licensor or its Affiliates, on the one hand, and Buyer, on the other hand, any and all goodwill (or increased goodwill) associated with the Seller Name and Marks shall inure solely to the benefit of Licensor and its Affiliates.

3. Cessation of Use of the Seller Name and Marks. Buyer shall, and shall cause each Group Company to use its best efforts to immediately do the following:

3.1 within ninety (90) days of the Effective Date, if the corporate name of the relevant Group Company contains a Seller Name and Mark, (i) pass all required shareholder’s resolutions to change its corporate name to a name which does not include a Seller Name and Mark; (ii) cause the prompt registration of the new name with the appropriate court or registry in the relevant jurisdiction; and (iii) upon receipt of confirmation from the appropriate court or registry that such name change has been effected, Buyer shall provide Seller with written proof of such name change;

3.2 within sixty (60) days of the Effective Date, destroy or delete the existing stocks of sales literature, stationery, letterhead, business cards, and any other print promotional materials used or displayed by any Group Company in the course of its business which include a Seller Name and Mark or any associated logo or device or may reasonably imply any affiliation or relationship with Seller or its Affiliates (the “Swire Materials”) and/or modify the Swire Materials so that they: (i) do not include any Seller Name and Marks; and (ii) do not reasonably imply any affiliation or relationship with Seller or any of its Affiliates;

3.3 within ninety (90) days of the Effective Date, destroy, remove or delete the existing logos and signage from vessels, buildings, vehicles and other physical logos and signage so that they: (i) do not include any Seller Name and Marks; and (ii) do not reasonably imply any affiliation or relationship with Seller or any of its Affiliates; provided, that within (30) days of the Effective Date, Buyer shall use best efforts to have, and shall use best efforts to have caused each Group Company to, paint over any Seller Name and Marks appearing on the outside of any vessels, thereby concealing such Seller Name and Marks;

3.4 within ninety (90) days of the Effective Date, update the existing websites, domain names, email banners and signature block, and other electronic materials so that they: (i) do not include any Seller Name and Marks; and (ii) do not reasonably imply any affiliation or relationship with Seller or any of its Affiliates;

3.5 Upon conclusion of each of the periods set forth above, Buyer shall confirm to Licensor in writing that it has complied with each of the above obligations. 

4. Quality Control.  To preserve the quality, integrity, and goodwill associated with the Seller Name and Marks, Buyer agrees to comply with the following quality standards:

4.1 Definition of Quality Standard. The term “Quality Standard” means substantially the same standard of quality that Licensor or any of the Group Companies offered and delivered with respect to the conduct of the Group Companies’ business as of and immediately prior to the Effective Date.

4.2 Quality Standard. During the Term, Buyer’s (and its Affiliates and the Group Companies’) conduct with respect to the Group Companies’ business in connection with the Seller Name and Marks shall meet the Quality Standard.

4.3 No Challenges or Disparagement. Buyer will not at any time during the Term do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensor, its Affiliates or any of the Seller Name and Marks.

4.4 Inspection Rights. Licensor shall have the right to supervise and control the use of the Seller Name and Marks by Buyer and its Affiliates with respect to the nature and quality of the services offered, performed, rendered, distributed, sold or otherwise commercialized by Buyer and its Affiliates in connection with the Business (the “Services”) and the materials used to advertise, market and promote such Services for the purpose of protecting and maintaining the goodwill associated with the Seller Name and Marks and the reputation of Licensor. All Services and the materials used to advertise, market and promote such Services using the Seller Name and Marks shall meet all requirements of the Quality Standard and shall comply with all applicable laws. Buyer agrees to furnish Licensor, at Licensor’s prior written request, representative samples showing all uses of the Seller Name and Marks by Buyer and its Affiliates. If, at any time, the advertising, marketing, promotion, sale, offering, distribution, rendering, other commercialization, servicing, quality or performance of any Services fails, in the reasonable opinion of Licensor, to conform to the Quality Standard or any other requirement of this Agreement, and Licensor provides Buyer with notice of such failure, describing such failure in reasonable detail, Buyer shall take reasonable steps to bring such Services into conformance with the Quality Standard and to comply with the other requirements of this Agreement. If, notwithstanding Buyer’s efforts, Buyer fails to cure any such non-conformity within ten (10) Business Days of such notice of nonconformity, then Buyer shall promptly cease advertising, marketing, promoting, selling, offering, distributing, rendering, other commercializing, and servicing such non-conforming Services and/or advertising, marketing or promotional materials in connection with the Seller Name and Marks.

5. Enforcement Rights. Buyer shall give Licensor notice promptly of any known infringement or dilution of the Seller Name and Marks of which it becomes aware. Buyer shall render to Licensor full and prompt cooperation (at Licensor’s expense) for the enforcement and protection of the Seller Name and Marks. Licensor shall retain all rights to bring all actions and proceedings in connection with infringement or other violations of the Seller Name and Marks at its sole and absolute discretion. If Licensor decides to enforce the Seller Name and Marks against an infringer, all costs incurred and recoveries made shall be for the account of Licensor.

6. Recordation of License. If, in the opinion of Licensor on the basis of a legal opinion of a multinational law firm, it is required or advisable for the purpose of making this Agreement enforceable, or for the purpose of maintaining, enhancing or protecting Licensor’s rights in the Seller Name and Marks in any country, to record this Agreement or to enter Buyer as registered or authorized user of the Seller Name and Marks, Licensor will attend (at Licensor’s expense) to such recording or entry. Buyer shall (at Buyer’s expense), if required for recordation or registration in the specified countries, promptly execute and deliver to Licensor such additional instruments or documentation as Licensor may reasonably request in writing, including execution and delivery of substitute or short‑form license agreements with terms consistent with (and to the extent legally permissible in the applicable jurisdiction, identical to) this Agreement for recordation or registration in specified countries in the event that this Agreement shall be deemed by Licensor to be unsuitable for recordation or entry in such countries. The terms and conditions of this Agreement (and not the terms and conditions of such substitute or short‑form license agreements entered into for recording or entry purposes) shall be binding between the Parties throughout the world and shall govern and control any controversy that may arise with respect to each Party’s rights and obligations hereunder; provided, however, that if specific terms and conditions of any such substitute or short‑form license agreement differ from the comparable terms and conditions of this Agreement and only if enforcement of the comparable terms and conditions of this Agreement pursuant to this provision either would be uncertain or improper under the laws of the applicable country or would adversely affect Licensor’s rights in and to the Seller Name and Marks in such country, then the specific terms and conditions of the substitute or short‑form license agreement shall be controlling in such country.

7. Term.  The term of this Agreement shall commence on the Closing Date of the SPA and, unless earlier terminated under Section 8 (Termination), shall continue in force until the earlier of (i) the conclusion of the last to expire of the cessation of use deadlines set forth in Section 3, or (ii) all use of the Seller Name and Marks by Buyer, its Affiliates and the Group Companies has ceased (the “Term”).

8. Termination.  

8.1 Termination. Licensor shall be entitled to terminate this Agreement upon written notice to Buyer if Buyer (or its Affiliates or the Group Companies) (i) materially breaches this Agreement, including without limitation, a breach of the Quality Standard, and (ii) fails to cure such material breach within thirty (30) days of Buyer’s receipt of written notice of such material breach from Licensor. Buyer may terminate this Agreement for convenience upon written notice to Licensor. Neither Party shall have any other right to terminate this Agreement.

8.2 Effect of Termination; Immediate Cessation. The Parties acknowledge that this Agreement is intended to provide Buyer with a wind down period with respect to the Group Companies’ use of the Seller Name and Marks. Accordingly, upon termination or expiration of this Agreement, Buyer (and its Affiliates and the Group Companies) shall immediately cease all use of the Seller Name and Marks. Notwithstanding anything to the contrary contained herein, Buyer may perpetually maintain books and records containing the Seller Name and Marks for archival and compliance purposes. Notwithstanding the foregoing, upon termination, Sections 1, 8, 9, 10, 11, 13 and 14 shall survive.

9. Audit. Buyer shall maintain full and accurate records with respect to its use of the Seller Name and Marks hereunder. Such records shall be maintained by Buyer for at least two (2) years following the end of the calendar year to which they pertain. Upon no less than five (5) Business Days’ prior notice from Licensor, such records shall be open and available for review, during ordinary business hours, by Licensor’s auditors. Such auditors shall enter into a confidentiality agreement reasonably acceptable to Buyer. Any such inspection or audit shall be at the expense of Licensor.

10. Governing Law.  This Agreement (and any dispute arising out of or relating to this Agreement or the validity, interpretation, breach or termination of any provision of this Agreement (a “Dispute”) shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of law rules that might lead to the application of the laws of any other jurisdiction.

10.1 Consent to Jurisdiction and Service of Process. Each of the Parties (i) irrevocably agrees that all Disputes (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be exclusively resolved in a federal or state court sitting in New York County in the State of New York, (ii) irrevocably agrees service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 11 shall be effective service of process against it for any such action, suit or proceeding brought in any such court, and (iii) waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action, suit or proceeding in any such court. Each of the Parties hereby agrees that a final judgment in any action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

10.2 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES AND AGREES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

11. Notices. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing, and delivery shall be deemed sufficient in all respects and to have been duly given as follows: (a) on the actual date of service if delivered personally; (b) at the time of receipt of confirmation by the transmitting party if by facsimile transmission; (c) at the time of receipt if given by electronic mail to the e-mail addresses set forth in this Section 11, provided that a party sending notice by electronic delivery shall bear the burden of authentication and of proving transmittal, receipt and time of receipt; (d) on the third day after mailing if mailed by first‑class mail return receipt requested, postage prepaid and properly addressed as set forth in this Section 11; or (e) on the day after delivery to a nationally recognized overnight courier service during its business hours or the Express Mail service maintained by the United States Postal Service during its business hours for overnight delivery against receipt, and properly addressed as set forth in this Section 11:

If to Licensor:

Swire Pacific Limited

33/F, One Pacific Place
88 Queensway, Admiralty, HKSAR
Attention: The Company Secretary
Telephone: [Personal Information Redacted]
E-mail: [Personal Information Redacted]

With a copy to (which shall not constitute notice):

Holland & Knight LLP

31 West 52^nd St.
New York, New York 10019
Attention: Arman J. Kuyumjian
Telephone: [Personal Information Redacted]
E-mail: [Personal Information Redacted]

If to Buyer:

Tidewater Inc.

842 West Sam Houston Parkway North, Suite 400

Houston, TX 77024
Attention: Daniel A. Hudson
Telephone: [Personal Information Redacted]
E-mail: [Personal Information Redacted]

With a copy to (which shall not constitute notice):

Vinson & Elkins L.L.P.

845 Texas Avenue

Suite 4700
Houston, Texas 77002
Attention:  Stephen M. Gill

Michael S. Telle

John J. Michael

Telephone: [Personal Information Redacted]
E-mail:       [Personal Information Redacted]

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 11.

12. Mutual Representations and Warranties. Each of the Parties represents and warrants: (i) that it has the capacity and right to enter into this Agreement; (ii) that this Agreement was fully negotiated by the Parties; and (iii) that each Party consents to its terms and conditions. All other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

13. Buyer Indemnification. Buyer shall defend, indemnify, and hold harmless Licensor and its Affiliates, and its and their respective partners, officers, managers, employees, agents, representatives, successors, and assigns from and against any and all Losses incurred by any of them arising out of, or in connection with any third party claim arising from or related to Buyer’s use of the Seller Name and Marks; except to the extent Buyer or its Affiliates suffer a Loss that results from Licensor’s or its Affiliates’ infringement or violation of any Intellectual Property right of any third party resulting from their use of the Seller Name and Marks, in which case, Licensor shall defend, indemnify and hold harmless Buyer and its Affiliates, and its and their respective partners, officers, managers, employees, agents, representatives, successors, and assigns from and against any and all Losses incurred by them arising out of, or in connection with Licensor’s or its Affiliates’ infringement or violation.

14. General. This Agreement, including the schedules, comprises the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior oral or written communications or understandings between the Parties.  The headings used in this Agreement have been provided for the convenience of the Parties and shall have no effect upon the interpretation of this Agreement. This Agreement shall be binding upon the Parties and their agents, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party. If any of the provisions of this Agreement are held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and, if such provision cannot be restated by a court of competent jurisdiction to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained herein. The terms and conditions of this Agreement or any part hereof may only be amended in writing executed by both Parties. This Agreement may be executed by facsimile and pdf copy and in counterparts, each of which shall be deemed to be original but all of which together shall constitute a single instrument.

[The remainder of this page is left blank intentionally.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

TIDEWATER INC.   /s/ Daniel A. Hudson                                              By: Daniel A. Hudson   Title: Executive Vice President, General Counsel and Secretary   Date: April 22, 2022 SWIRE PACIFIC LIMITED   /s/ Martin James Murray                                              By: Martin James Murray   Title: Finance Director   Date: April 22, 2022

SCHEDULE 1.2

Omitted Pursuant to Item 601(a)(5) of Regulation S-K.

EX-10.4

Exhibit 10.4

Execution Version

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 22, 2022 (the “Closing Date”), by and between Banyan Overseas Limited, a limited company organized under the Laws of Bermuda (“Banyan”) and Tidewater, Inc., a Delaware corporation (“Tidewater”). Banyan and Tidewater shall be referred to in this Agreement, collectively, as the “Parties” and, individually, as a “Party.” Capitalized terms used but not defined herein will have the meanings given to such terms in the Purchase Agreement (as defined below).

WHEREAS, Banyan, Tidewater and Swire Pacific Offshore Holdings Limited, a limited company organized under the Laws of Bermuda (the “Company”), entered into that certain Share Purchase Agreement (the “Purchase Agreement”), dated as of March 9, 2022 and as amended, pursuant to which, among other things, Recipient has acquired all of the issued and outstanding shares of the Company (the “Shares”); and

WHEREAS, in connection therewith, and to effect an orderly transfer of the operation of the Company’s business, for a limited period of time following the Closing, (i) Banyan (in such capacity, “Provider”) will provide certain transition services to the Group Companies for the benefit of Tidewater (in such capacity, “Recipient”) and (ii) Tidewater (in such capacity, “Provider”) will provide certain transition services to Banyan or its Subsidiaries for the benefits of Banyan (in such capacity, “Recipient”), in each case, on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual benefits and agreements contained herein, Provider and Recipient hereby agree as follows:

Section 1.       Services; Term.

(a)    Pursuant to the terms hereof, (i) Banyan in its capacity as Provider agrees to provide, or cause its Affiliates to provide, to the Group Companies for the benefit of Tidewater in its capacity as Recipient, the services described on Exhibit A-1 and (ii) Tidewater in its capacity as Provider agrees to provide, or cause its Affiliates to provide, to Banyan or its Subsidiaries for the benefit of Banyan in its capacity as Recipient, the services described on Exhibit A-2 (the respective services described on Exhibit A-1 or Exhibit A-2, as applicable, the “Services”), for the period beginning as of the Closing Date until the date indicated with respect to such Services on Exhibit A-1 or Exhibit A-2, as applicable, but in no event shall such date be later than six months after the Closing Date, unless such other date is mutually agreed upon by the Parties (the “Term”); provided, however, that to the extent that a Provider’s ability to provide a Service is dependent on the continuation of Support by Recipient or its Affiliates (and such dependence has been made known to Recipient), the Provider’s obligation to provide such dependent Service shall terminate automatically with the termination of such Support; provided, further, that each Recipient shall use its commercially reasonable efforts in good faith to transition itself to a stand-alone entity with respect to each applicable Service as soon as possible at or prior to the end of the period for such Service set forth in the relevant Exhibit hereto. Nothing in this Agreement shall be construed to obligate a Provider to provide or cause to be provided any services other than its respective Services (subject to Section 1(b)) or to provide any Services prior to the Closing Date.

(b)    If, after the Closing Date, Recipient determines that it requires a service that was conducted by Provider or its Affiliates in connection with the operation of the Business prior to the Closing Date, and such service is not set forth on Exhibit A-1 or Exhibit A-2, as applicable, then the Parties shall negotiate in good faith to agree to the terms and conditions upon which such services would be added to this Agreement and Exhibit A-1 or Exhibit A-2, as applicable, including the incremental fees and termination date with respect to such additional services. Any such additional services so provided by Provider shall constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on Exhibit A-1 or Exhibit A-2, as applicable, as of the date hereof.

(c)    Provider represents, warrants and agrees that it will perform, or will cause to be performed, the Services (i) in good faith, (ii) in accordance with applicable Law and (iii) in a manner that is substantially similar in nature, timing and quality to the manner in which the actions comprising the Services were previously performed by Provider (or the Group Companies, where Recipient is Banyan or its Affiliates) or its Affiliates with respect to Recipient during the period prior to the Closing Date.

(d)    Recipient hereby authorizes Provider to exercise such powers with respect to the ordinary and usual functions associated with the Services as may be necessary or appropriate for the performance of the Services under this Agreement, subject to any reasonable direction by Recipient to Provider with respect to such matters.

(e)    Subject to Section 1(f) below, Provider agrees to assign sufficient resources and qualified personnel as are reasonably required to perform the Services.

(f)    Provider may engage one or more subcontractors to perform any of the Services. Any Affiliates or subcontractors used to provide Services must be bound in writing by non-use, non-disclosure, and security obligations with respect to confidential information at least as protective as those that bind Provider under the terms of the Confidentiality Agreement. Provider shall pay all costs and expenses attributable to any subcontractors and shall be entitled to be reimbursed by Recipient for such costs and expenses. Provider remains responsible for the performance of each such subcontractor in accordance with this Agreement as if the subcontractor were Provider.

(g)    Except as expressly set forth herein, the Parties acknowledge and agree that the Services are provided as-is, that each Recipient assumes all risks and liability arising from or relating to its use of and reliance upon the Services and each Provider makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE TRANSITION SERVICES FOR A PARTICULAR PURPOSE.

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(h)    Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party will take any action in violation of any such applicable Law that would reasonably be likely to result in liability being imposed on the other Party.

(i)    Notwithstanding anything to the contrary contained in this Agreement or in any Exhibit hereto, none of each Provider or any of its Affiliates, or any of their respective Representatives, shall be obligated to provide, or shall be deemed to be providing, any legal, financial, accounting or tax advice to Recipient or any of its Affiliates, or any of their respective Representatives or to the Group Companies, pursuant to this Agreement or any Exhibit hereto, as part of or in connection with the Services provided hereunder or otherwise.

(j)    Notwithstanding anything to the contrary contained in this Agreement or in any Exhibit hereto, none of Provider, its Affiliates, or any of their respective Representatives shall be obligated, pursuant to this Agreement or any Exhibit hereto, as part of or in connection with the Services provided hereunder, as a result of storing or maintaining any data referred to herein or in any Exhibit hereto, or otherwise, to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of any Recipient or any of its Affiliates, or any of their respective Representatives or the Group Companies.

(k)    Notwithstanding anything to the contrary set forth herein, (i) Banyan, as Provider, shall not be required to provide or cause to be provided any Services for use in, and T, as Recipient, shall not use any Services in, any business other than the Business as conducted by the Group Companies, and (ii) the Services shall be available to Tidewater, as Recipient, only for purposes of conducting the Business as conducted by the Group Companies substantially in the manner the Business was conducted prior to the Closing Date.

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Section 2.       Compensation. During the Term, Recipient shall pay to Provider subject to Section 6(b), a cash fee for each Service in the amount set forth on Exhibit A-1 or Exhibit A-2, as applicable, with respect to such Service (collectively, the “Service Fees”). In addition to any such fee indicated on Exhibit A, Recipient shall be obligated to reimburse Provider for all reasonable and documented out-of-pocket costs and expenses incurred by Provider in connection with the provision of the Services, including expenses relating to third-party service providers retained by Provider or its Affiliates pursuant to Section 1(f) in connection with the provision of the Services, but excluding expenses relating to hourly or salaried employees of Provider and its Affiliates (the “Expenses”). Any Expenses in excess of $2,000 per month shall require pre-approval by Recipient. For the avoidance of doubt, Expenses does not include the overhead of Provider or its Affiliates (other than as specified above relating to third-party service providers). Provider shall issue monthly invoices for Services to Recipient covering (i) the Service Fees attributable to the prior calendar month and (ii) the Expenses incurred during the period of time beginning on the Closing Date or the date the previous invoice was issued (as applicable) and ending on the date that is one day prior to the date that the then-current invoice is issued to Recipient. All undisputed invoices (including any undisputed portions of invoices that are disputed in part) for Services shall be paid within thirty (30) days of Recipient’s receipt of such invoice. Each invoice shall be subject to audit by Recipient at Recipient's sole cost and expense, within sixty (60) days following receipt of such invoice. Recipient agrees that the Service Fees exclude any Taxes required to be paid in connection with this Agreement. All Taxes imposed by Law in connection with this Agreement shall be collected from Recipient by Provider and remitted by Provider to the appropriate taxing jurisdictions unless Recipient issues Provider, as required by applicable Law, either (A) a valid certificate or other evidence of non-taxability or (B) evidence of direct payment authorization by Recipient. Notwithstanding the foregoing, to the extent that the amount of any Service Fees or Expenses are disputed in good faith in accordance with this Agreement, Recipient shall not be obligated to pay Provider such amounts until final resolution of such disputes in accordance with this Agreement. During the term of this Agreement, the amount of a Service Fee for any Services (or category of Services, as applicable) shall not increase, except to the extent that there is a documented increase after the date hereof in the rates or charges imposed by any provider on an arm’s length basis that is providing goods or services used by Provider in providing the Services (or category of Services, as applicable) (as compared to the rates or charges underlying a Service Fee).

Section 3.       Information and Access.

(a)    In order to enable the provision of the Services by Provider, Recipient agrees that it shall provide to Provider’s and its Affiliates’ employees and any third-party service providers or subcontractors who provide Services, at no cost to Provider, access to and use of the necessary facilities, assets, employees and books and records of Recipient and its Affiliates, in all cases to the extent necessary for Provider to fulfill its obligations under this Agreement (all such access, use and support, “Support”). In connection with providing such access, Provider shall, and shall cause its Affiliates and its and their personnel and representatives to, abide by all applicable polices, rules and procedures of which Recipient has notified Provider.

(b)    In furtherance of and not in limitation of the foregoing, as of the date hereof, except as expressly set forth herein or required in connection with the performance of or delivery of a Service, Buyer and its Affiliates (including the Group Companies) shall cease to use and shall have no further access to, and Seller and its Affiliates shall have no obligation to otherwise provide, the owned or licensed computer software, networks, hardware or technology of Seller and its Affiliates and shall have no access to, and Seller and its Affiliates shall have no obligation to otherwise provide, computer-based resources that require a password or are available on a secured access basis. From and after the date hereof, Buyer and its Affiliates (including the Group Companies) shall cause all of their personnel having access to the computer software, networks, hardware, technology or computer based resources of Seller or its Affiliates in connection with the performance, receipt or delivery of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of Seller and its Affiliates (of which Seller or its Affiliates provide Buyer notice). Buyer shall ensure that such access shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement. The Parties agree to use their respective reasonable best efforts to cooperate and fully implement this paragraph promptly.

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Section 4.       Defaults; Limitation of Liability; Indemnification.

(a)    Subject to Section 4(b), it shall constitute a default on behalf of Recipient (a “Recipient Default”) if Recipient fails to timely pay any undisputed invoiced Service Fee or Expense provided pursuant to this Agreement in accordance with the provisions of Section 2, which failure continues for at least ten (10) days following receipt of written notice to Recipient that such amount is past due. A Recipient Default shall not be deemed to have occurred for as long as Recipient is disputing such Service Fee and/or Expense in good faith.

(b)    Upon the occurrence of a Recipient Default, Provider may, at its option, subject to the cure period as specified in Section 4(a) above and immediately thereafter upon the delivery of written notice thereof to Recipient, suspend all or any portion of the provision of Services for which payment is outstanding, until such time as the Recipient Default is cured and all amounts owing to Provider under this Agreement for such suspended Services is paid in full. THE REMEDIES SET FORTH IN THIS SECTION 4(b) SHALL BE THE EXCLUSIVE REMEDIES OF PROVIDER IN THE EVENT OF A RECIPIENT DEFAULT.

(c)    Subject to Section 4(d), it shall constitute a default on behalf of Provider (a “Provider Default”) if Provider fails to provide, or cause its Affiliates to provide, a Service to Recipient or its assignee in breach of the terms and conditions of this Agreement, or provides, or causes its Affiliates to provide, a Service to Recipient in a manner that breaches the terms and conditions of this Agreement, including the standard of performance in Section 1(c), which failure continues for at least twenty (20) days following receipt of written notice to Provider. For the avoidance of doubt, no Provider Default shall be deemed to have occurred in the event Provider fails to provide a Service in connection with a Recipient Default.

(d)    Upon the occurrence of a Provider Default, Recipient may, at its option and without limiting its right to seek indemnification from Provider under Section 4(f), subject to the cure period as specified in Section 4(c) above and immediately thereafter upon the delivery of written notice thereof to Provider, (i) require Provider to perform or re-perform (as applicable) the Services that constituted the basis of such Provider Default (the “Deficient Services”), and/or (ii) withhold the portion of the fees and reimbursements otherwise payable under Section 2 that are allocable to such Deficient Services. SUBJECT TO SECTION 4(f), THE REMEDIES SET FORTH IN THIS SECTION 4(d) SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF RECIPIENT OR ITS ASSIGNS IN THE EVENT OF A PROVIDER DEFAULT.

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(e)    Notwithstanding Section 1, no Provider shall have any liability in contract, tort or otherwise, for or in connection with any Services rendered or to be rendered by such Provider, its Affiliates or Representatives (each, a “Provider Indemnified Party”) pursuant to this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services, to Recipient or its Affiliates or Representatives, except to the extent that Recipient or its Affiliates or Representatives suffer a Loss that results from such Provider Indemnified Party’s willful breach of this Agreement, gross negligence or willful misconduct in connection with the provision of any such Services, transactions, actions or inactions. Except in the case of Fraud, in no event shall any Party have any liability under any provision of this Agreement for any damages, liabilities or other losses other than Losses (except to the extent such other damages, liabilities or losses are awarded to a third party). The aggregate liability and indemnification obligations of any Party and its Provider Indemnified Parties (in each case, in connection with the provision of Services by such Party and its Provider Indemnified Parties) with respect to this Agreement, the Services or the transactions contemplated hereby shall not exceed, in the aggregate, two times (2x) the aggregate amount of Service Fees paid hereunder to such Party.

(f)    Subject to the limitations set forth in Section 4(e), Provider shall indemnify, defend and hold harmless Recipient and its Affiliates and each of their respective Representatives (collectively, the “Recipient Indemnified Parties”) from and against any and all Losses of the Recipient Indemnified Parties relating to, arising out of or resulting from the willful breach of this Agreement, gross negligence or willful misconduct of Provider or its Affiliates or any third party that provides a Service to Recipient pursuant to Section 1(f) in connection with the provision of, or failure to provide, any Services to Recipient.

(g)    Each Recipient shall indemnify and hold harmless each relevant Provider Indemnified Party from and against any Losses, and reimburse each relevant Provider Indemnified Party for all reasonable expenses as they are incurred, whether or not in connection with pending litigation and whether or not any Provider Indemnified Party is a Party, to the extent caused by, resulting from or in connection with any of the Services rendered or to be rendered by or on behalf of such Provider pursuant to this Agreement, the transactions contemplated by this Agreement or such Provider’s actions or inactions in connection with any such Services or transactions; provided that such Recipient shall not be responsible for any Losses for which Provider is required to indemnify a Recipient Indemnified Party pursuant to Section 4(f).

(h)    The provisions of Section 10.5, 10.6, 10.7 and 10.11 of the Purchase Agreement shall govern claims for indemnification under this Agreement, mutatis mutandis.

(i)    Nothing contained in this Section 4 shall limit or alter the obligation of any Party to indemnify any other Party pursuant to the Purchase Agreement with respect to matters that do not arise from the provision of Services hereunder; provided that no Party, collectively with its Affiliates, shall obtain duplicative recoveries.

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Section 5.       Force Majeure.

(a)    If any Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, then a delay or failure by such Party in the performance of any of its obligations, if and to the extent the Party takes commercially reasonable measures to mitigate the effect of such delay or failure and the delay or failure cannot be attributable to failure or default of the Party to comply with its obligations hereunder, shall not constitute a default hereunder or give rise to any claim for damages hereunder during the period the Force Majeure is in effect, but only to the extent such delay or failure is caused by the Force Majeure and only to the extent the Party resumes performance as soon as reasonably possible after conclusion of the Force Majeure. “Force Majeure” as employed herein means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, sabotage, wars, blockades, insurrections, riots, pandemics or epidemics, landslides, lightning, earthquakes, fires, storms, storm warnings, floods, washouts, hurricanes, arrests and restraints of governments and people, either federal or state, civil or military, civil disturbances, explosions, breakage or accident to equipment, or machinery, any legislative, governmental or judicial actions which are resisted in good faith, national or regional emergencies, and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which by the exercise of due diligence such Party could not have prevented; provided that the COVID-19 pandemic shall not be treated as Force Majeure, but any actions taken by a Governmental Authority in response thereto after the date hereof (e.g., orders requiring the closure of facilities or suspension of shipping) shall be Force Majeure. The Party claiming Force Majeure shall give notice and particulars in reasonable detail of such Force Majeure in writing to the other Party as soon as practicable after the occurrence of the cause relied on and shall keep the other Party reasonably informed of the date such Party reasonably expects the Force Majeure to cease.

(b)    During the period in which Provider is claiming Force Majeure, Recipient shall not be required to pay the Service Fee or any related Expenses for any Services that are the subject of the Force Majeure.

(c)    The Term of this Agreement with respect to any applicable Service so suspended shall be automatically extended for a period of time equal to the time lost by reason of the suspension contemplated in Section 5(a); provided, however, that in no event shall Provider be obligated to provide any Services after twelve (12) months from the Closing Date.

Section 6.       General Provisions.

(a)    This Agreement shall terminate as of (i) the last day of the Term or (ii) such earlier date as may be specified by a Recipient in a written termination notice provided to Provider no later than ten (10) Business Days prior to such specified date; provided, however, that a termination pursuant to clause (ii) shall only effect a termination of this Agreement with respect to such Recipient’s receipt of its respective Services. Subject to the immediately succeeding sentence, upon the termination in full of this Agreement, this Agreement shall be of no further force and effect, except as to obligations accrued and Services performed prior to the date of such termination and with respect to any dispute, claim, controversy, or cause of action arising out of or relating in any way to this Agreement, whether based on contract, tort, statutory law, at common law, or in equity (“Dispute”) between the Parties. Notwithstanding anything herein to the contrary, Sections 4(e), 4(f), 4(g), 4(h), 4(i) and this Section 6 shall survive the termination of this Agreement.

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(b)    Recipient may terminate its right to receive all or any Category (as defined in Exhibit A) of Services to the extent not yet performed upon not less than ten (10) Business Days’ written notice to Provider (unless otherwise provided on Exhibit A-1 or Exhibit A-2) setting forth the Category(ies) of Service(s) Recipient desires to terminate and the date on which the termination of such Category(ies) of Service(s) shall be effective (each, a “Termination Date”). Upon termination of any Category of Services pursuant to this Section 6(b), any Service Fee payable to Provider shall be reduced by the amount attributed to such terminated Category of Services. Any corresponding Service Fee reduction pursuant herein shall take effect immediately after the applicable Termination Date. For the avoidance of doubt, Recipient shall still be responsible for and shall pay to Provider within ten (10) Business Days of an applicable Termination Date any Service Fee and related Expenses for applicable Services performed prior to the applicable Termination Date.

(c)    This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns; provided, however, that neither Party will assign its rights or delegate any or all of its obligations under this Agreement without the express prior written consent of the other Party hereto.

(d)    This Agreement, the Purchase Agreement and the other Related Agreements, the Confidentiality Agreement, and the Annexes, Schedules and Exhibits hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to herein. Except for Section 4, which is intended to benefit, and to be enforceable by, any of the indemnified parties thereunder, this Agreement is not intended to confer upon any Person not a party hereto (and their successors and assigns) any rights or remedies hereunder.

(e)    This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all Parties hereto. A Party hereto may, only by an instrument in writing, waive compliance by the other Party hereto with any term or provision of this Agreement on the part of such other Party hereto to be performed or complied with. No waiver by any Party hereto of any condition or any breach of any term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation or warranty. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising or single or partial exercise of any right, power or remedy by any Party, and no course of dealing between the Parties, shall constitute a waiver of any such right, power or remedy.

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(f)    This Agreement, the relationship between the Parties created by this Agreement, and any dispute, claim or controversy thereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to the principles of conflict of laws thereof.

(g)    Each of the Parties (i) irrevocably agrees that the state or federal courts, as appropriate, in New York County of the State of New York shall have exclusive jurisdiction over all Actions (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), and irrevocably submits to the jurisdiction of the said courts for the purposes of this Section 6(g), (ii) irrevocably agrees that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 6(j) shall be effective service of process against it for any such Action brought in any such court, and (iii) waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Action in any such court. Each of the Parties hereby agrees that a final judgment in any action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable.

(h)    EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES AND AGREES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(h).

(i)    If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

9

(j)    All notices and other communications to be given to any Party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of an electronic mail and shall be directed to the address or e-mail address set forth below (or at such other address or e-mail address as such Party shall designate by like notice):

(i)        If to Banyan:

c/o Swire Pacific Limited

33/F, One Pacific Place

88 Queensway, Admiralty, HKSAR

Attention: Company Secretary

Email: [Personal Information Redacted]

with a copy to (which shall not constitute notice):

Holland & Knight LLP

31 West 52^nd St.

New York, New York 10019

Attention:         Arman J. Kuyumjian

Email: [Personal Information Redacted]

(ii)        If to Tidewater:

842 West Sam Houston Parkway North, Suite 400

Houston, TX 77024

Attention: Daniel A. Hudson, Executive Vice President, General Counsel and Secretary

Email: [Personal Information Redacted]

with a copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, TX 77002

Attention:         Stephen M. Gill

                           Michael S. Telle

                          John J. Michael

Email:               [Personal Information Redacted]

10

(k)    Banyan and Tidewater shall each act solely as independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partnership, fiduciary, principal and agent, broker or finder, or joint venturers as between Banyan and Tidewater. All labor matters relating to employees of any Party or its affiliates (including, without limitation, employees involved in the provision of the Services) shall be within the exclusive control of such Party, and the other Party shall not have any responsibility with respect to such matters. Employees and representatives of Provider providing Services hereunder shall not be deemed to be employees or representatives of Recipient. Except as expressly provided herein, neither Party shall have any right or authority, and shall not attempt to enter into any contract, commitment or agreement or incur any debt or liability of any nature, in the name of or on behalf of the other.

(l)    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be considered one and the same agreement. Any facsimile or electronic copies hereof or signatures hereon shall, for all purposes, be deemed originals.

(m)    The Section headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this Agreement unless otherwise stated.

(n)    Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limiting the foregoing in any respect.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular Section in which such words appear. The words “this Section” and “this subsection” and words of similar import refer only to the Section or subsection hereof in which such words occur. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the Closing Date. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The words “shall” and “will” are used interchangeably throughout this Agreement and shall accordingly be given the same meaning, regardless of which word is used. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

11

(o)    Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall in any way amend or supersede the express provisions set forth in the Purchase Agreement or any of the other Related Agreements, and the terms and provisions thereof shall remain in full force and effect.

[Signature Page Follows]

12

IN WITNESS WHEREOF, the Parties have executed this Agreement on and as of the Closing Date.

BANYAN OVERSEAS LIMITED
By:	/s/ Martin James Murray

Name: Martin James Murray

Title: Director

TIDEWATER INC.
By:	/s/ Daniel A. Hudson

Name: Daniel A. Hudson

Title: Executive Vice President, General Counsel & Secretary

Signature Page to Transition Services Agreement

EXHIBIT A-1

Omitted pursuant to Item 601(a)(5) of Regulation S-K.

Exhibit A-1 – Page 1

EXHIBIT A-2

Omitted pursuant to Item 601(a)(5) of Regulation S-K.

Exhibit A-2 – Page 1

EX-99.1

Exhibit 99.1

Tidewater Inc. 842 West Sam Houston Parkway North, Suite 400 Houston, TX 77024, USA +1.713.470.5300

TIDEWATER ANNOUNCES COMPLETION OF SWIRE PACIFIC OFFSHORE ACQUISITION

HOUSTON, April 22, 2022 - Tidewater Inc. (NYSE: TDW) (the “Company”) today announced the completion of its acquisition of Swire Pacific Offshore Holdings Limited (“SPO”), a subsidiary of Swire Pacific Limited (HKSE: 0019.HK and 0087.HK), effective April 22, 2022. The completion of the SPO acquisition adds 50 vessels to the fleet and creates the world’s leading OSV operator.

Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “We are pleased to announce the closing of this acquisition and we are excited to welcome our new employees and customers to Tidewater. This acquisition marks the completion of another important milestone in the strengthening of Tidewater’s leadership position in the OSV industry as we capitalize on the recovery of the offshore vessel market.”

About Tidewater

Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with more than 65 years of experience supporting offshore energy exploration, production, generation and offshore wind activities worldwide.

Forward-Looking Statements

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater notes that certain statements set forth in this press release contain certain forward-looking statements which reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. Investors should carefully consider the risk factors described in detail in the Company’s most recent Form 10-K, most recent Form 10-Q, and in similar sections of other filings made by the Company with the SEC from time to time. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports filed by the Company with the SEC.

Contacts

Tidewater Inc.

West Gotcher

Vice President,

Finance and Investor Relations

+1.713.470.5285

SOURCE: Tidewater Inc.

XML

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Document, Type	8-K
Document, Period End Date	Apr. 22, 2022
Entity, Incorporation, State or Country Code	DE
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Entity, Address, Address Line One	842 West Sam Houston Parkway North
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