SHAREHOLDERS RIGHTS AGREEMENT Between NORDIC AMERICAN OFFSHORE LTD and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of December 21, 2018Shareholders Rights Agreement • December 21st, 2018 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
separate from the Common Shares and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.
Dated: 12 February 2014 Blue Ship Invest AS (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and Nordic American Offshore Ltd. (Name of buyers), hereinafter called the “Buyers”, have agreed to buy: Name of vessel: Blue TBN IMO...Memorandum of Agreement • April 17th, 2014 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
COMMON STOCK PURCHASE AGREEMENT by and between NORDIC AMERICAN OFFSHORE LTD. and AHTS HOLDCO LIMITED and SCORPIO OFFSHORE HOLDING INC. ___ April 2019Stock Purchase Agreement • May 15th, 2019 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”) dated ___ April, 2019 effective as of _________________________, 2019 by and between NORDIC AMERICAN OFFSHORE LTD., a company incorporated in Bermuda (the “Company”), AHTS HOLDCO LIMITED, a company incorporated in Bermuda (the “Company Subsidiary”) and SCORPIO OFFSHORE HOLDING INC., a corporation incorporated in the Marshall Islands as purchaser (the “Purchaser”) for the purchase and sale of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Company, the Company Subsidiary and the Purchaser shall collectively be referred to herein as the “Parties”.
MANAGEMENT AGREEMENTManagement Agreement • May 5th, 2014 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
This Management Agreement is made as of the 1st day of January, 2014, (the “Agreement”) made by and between NORDIC AMERICAN OFFSHORE LTD, a company organized and existing under the laws of the Marshall Islands (the “Company”), and Scandic American Shipping Ltd., a company organized and existing under the laws of Bermuda (“Scandic”).
COMMON STOCK PURCHASE WARRANT To Purchase 833,333 Shares of Common Stock of NORDIC AMERICAN OFFSHORE LTD.Nordic American Offshore Ltd. • May 5th, 2014 • Deep sea foreign transportation of freight
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Nordic American Tankers Limited (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nordic American Offshore Ltd. a Marshall Islands corporation (the “Company”), up to 833,333 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
] Shares NORDIC AMERICAN OFFSHORE LTD. COMMON SHARES, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2014 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
Nordic American Offshore Ltd., a corporation organized and existing under the laws of the Republic of the Marshall Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] common shares, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters, solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares, not more than an additional [ ] common shares, par value $0.01 per share (the “Additional Shares”), if and to the extent that you, as Representatives of the several Underwriters, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such common shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The common shares, par value $0.01 per share, of the Company to be outstand
FACILITY AGREEMENT USD 60,000,000 REVOLVING CREDIT FACILITY for NORDIC AMERICAN OFFSHORE LTD. as Borrower arranged by DNB Bank ASA Skandinaviska Enskilda Banken AB (publ) as Mandated Lead Arrangers with The Financial Institutions listed in Part I of...Facility Agreement • March 17th, 2014 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 18th, 2018 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
THIS SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of December 7, 2018, between Nordic American Offshore Ltd., a Bermuda company (the "Company") and Scorpio Offshore Investments Inc., a Marshall Islands corporation (the "Buyer").
DEED OF MASTER AGREEMENTManagement Agreement • May 15th, 2019 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • London
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 30th, 2020 • Hermitage Offshore Services Ltd. • Deep sea foreign transportation of freight • New York
This COMMON STOCK PURCHASE AGREEMENT, is made and entered into on the 14th day of January, 2020 (this “Agreement”), by and among Scorpio Services Holding Limited, a company organized and existing under the laws of the Republic of the Marshall Islands (the “Investor”) and Hermitage Offshore Services Ltd., a corporation organized and existing under the laws of Bermuda (the “Company”). The Investor and the Company together shall be referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
AMENDMENT AGREEMENT Dated 29 March 2019 relating to a REVOLVING CREDIT FACILITY dated 16 March 2015 between NORDIC AMERICAN OFFSHORE LTD. as Borrower DNB BANK ASA and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Mandated Lead Arrangers DNB BANK ASA as...Amendment Agreement • May 15th, 2019 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight
EXCLUSIVITY AND STANDSTILL AGREEMENTExclusivity and Standstill Agreement • December 18th, 2018 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
This EXCLUSIVITY AND STANDSTILL AGREEMENT (this "Agreement"), is made and entered into as of December 7, 2018 (the "Execution Date"), by and between Nordic American Offshore Ltd., a company incorporated under the laws of Bermuda (the "Company"), Scorpio Offshore Investments Inc., a company incorporated under the laws of the Republic of the Marshall Islands (together with its nominees and affiliates, "Scorpio"), and the shareholders of the Company identified on the signature pages hereto (the "Shareholders"). The Company, Scorpio and the Shareholders are hereinafter sometimes referred to individually as a "Party" and together as the "Parties".
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 15th, 2019 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
This COMMON STOCK PURCHASE AGREEMENT, is made and entered into as of the 29th day of March, 2019 (this “Agreement”), by and among Scorpio Offshore Investments Inc. (“Scorpio Offshore”), a company organized and existing under the laws of the Republic of the Marshall Islands, Mackenzie Financial Corporation, a corporation organized and existing under the laws of Ontario, for and on behalf of the funds and accounts set out on Schedule A (the “Mackenzie Funds”, and each of Scorpio Offshore and the Mackenzie Funds, an “Investor”, and together, the “Investors”) and Nordic American Offshore Ltd., a corporation organized and existing under the laws of Bermuda (the “Company”). The Investors and the Company together shall be referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
AMENDMENT NO. 1Shareholders Rights Agreement • February 15th, 2019 • Nordic American Offshore Ltd. • Deep sea foreign transportation of freight • New York
This Amendment No. 1 to the Shareholders Rights Agreement (this “Amendment No. 1”) is made and entered into as of February 15, 2019, by and between Nordic American Offshore Ltd., an exempt Bermuda company (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). The effective date of this Amendment No. 1 shall be February 5, 2019. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Rights Agreement (as defined below).
AMENDMENT NO. 1 TO A COMMON STOCK PURCHASE AGREEMENT DATED JANUARY 14, 2020 (the “Purchase Agreement”) BETWEENA Common Stock Purchase Agreement • April 30th, 2020 • Hermitage Offshore Services Ltd. • Deep sea foreign transportation of freight
