FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 3rd, 2009 • New GulfMark Offshore, Inc. • Oil & gas field machinery & equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 20___ by and among GulfMark Offshore, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
Agreement and Plan of Reorganization by and between GulfMark Offshore, Inc. and New GulfMark Offshore, Inc.New GulfMark Offshore, Inc. • December 3rd, 2009 • Oil & gas field machinery & equipment
This opinion is provided pursuant to Section 5.01(d) of the Reorganization Agreement. In rendering our opinion, we have examined and with your consent are relying upon: (i) the Reorganization Agreement; (ii) the registration statement on Form S-4 relating to the Reorganization and any amendments thereto, which includes the proxy statement and the prospectus (the “Registration Statement”); and (iii) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.
