Common use of Cashless Conversion Clause in Contracts

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 in writing to reduce the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: X = Y(A – B) ÷ A where: X = the number of Warrant Shares to be issued to the Holder upon conversion of the Warrants; Y = the total number of Warrant Shares for which the Holder has elected to exercise the applicable Warrants; A = the Market Price of one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent; and B = the exercise price which would otherwise be payable in cash for one 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.

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 in writing to reduce the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: X N = Y(A – B) P ÷ A M where: X N = the number of Warrant Shares to be issued to subtracted from the Holder upon conversion of the Warrants; Y = the total aggregate number of Warrant Shares for which the Holder has elected to exercise the applicable issuable upon conversion of such Warrants; A P = the Market Price of one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent; and B = the aggregate exercise price which would otherwise be payable in cash for one all of the Warrant Shares for which such Warrants are being converted at the Exercise Price of such Warrants; 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.

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 in writing to reduce the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: X = Y(A – B) ÷ A whereWhere: X = the number of Warrant Shares to be issued to the Holder upon conversion of the Warrants; Warrants Y = the total number of Warrant Shares for which the Holder has elected to exercise the applicable Warrants; Warrants as of the day the Warrant Exercise Notice is delivered to the Warrant Agent A = the Market Price of one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent; and Agent B = the exercise price which would otherwise be payable in cash for one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent. 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 pursuant to 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.

Cashless Conversion. Subject to the provisions of this AgreementIf Cashless Conversion is elected, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company in writing to reduce the will withhold from issuance a number of shares of Common Stock as 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 date on which no Warrants remain outstanding. 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(g) of the Warrant Agreement and (ii) this Global Warrant Certificate may be transferred pursuant to Section 4(f) of the Warrant Agreement and as set forth below. No registration or transfer of the Demand Note issuable pursuant to the exercise or conversion of the Warrant will be recorded on the books of the Company until such Warrants 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. This Global Warrant Certificate (“Warrant Certificate”) certifies that Cede & Co., or its registered assigns is the registered holder of warrants (the “Cashless ConversionWarrants”) of Xxxxxxxx Offshore Services, Inc., a Delaware corporation (the “Company”), to purchase a number of Demand Notes each in the principal amount of $[•] as set forth above (the “Demand Notes”). The Warrants expire at 5:00 p.m., New York City time, on the date on which no Warrants remain outstanding (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one Demand Note at the exercise price per Demand Note (the “Exercise Price”) in accordance with the following formula: X = Y(A – B) ÷ A where: X = the number of Warrant Shares to be issued principal amount set forth above, payable to the Holder upon conversion Company either by certified or official bank or bank cashier’s check payable to the order of the Warrants; Y = the total number of Warrant Shares for which the Holder has elected to exercise the applicable Warrants; A = the Market Price of one Warrant Share determined as 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 Day immediately preceding the day the Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The Exercise Price shall be determined in accordance with Section 5(b) of the Warrant Agreement. The Warrants are subject to exercise and conversion, in whole or in part, as and to the extent provided in the Warrant Agent; and B = Agreement. To the exercise price which would otherwise be payable in cash for one Warrant Share determined as extent that any provision hereof conflicts with any provision of the Business Day immediately preceding Warrant Agreement, the day provision in the Warrant Exercise Notice is delivered Agreement shall control. No Warrant may be exercised or converted prior to the Warrant Agent. If the Exercise Price date of the aggregate number of Warrants being converted exceeds Warrant Agreement or after 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 ConversionExpiration Date.