0000859598-16-000211 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 29th, 2016 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

This Registration Rights Agreement (this “Agreement”), dated as of November 30, 2015, is by and among SEACOR Marine Holdings Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.

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EXCHANGE AGREEMENT For the Exchange of SEACOR Marine Holdings Inc. 3.75% Convertible Senior Notes due 2022 for the Common Stock, par value $0.01 per share, of SEACOR Holdings Inc. Dated as of November 30, 2015 by and among SEACOR MARINE HOLDINGS INC.,...
Exchange Agreement • February 29th, 2016 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

This EXCHANGE AGREEMENT is entered into as of November 30, 2015, by and among SEACOR MARINE HOLDINGS INC. (the “Company”), a Delaware corporation, SEACOR HOLDINGS INC. (the “Parent”), a Delaware corporation, and the Purchasers listed on the signature pages hereto.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 29th, 2016 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

This Registration Rights Agreement (this “Agreement”), dated as of November 30, 2015, is by and among SEACOR Holdings Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Parent”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.

SEPARATION AND CONSULTING AGREEMENT
Separation and Consulting Agreement • February 29th, 2016 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

This SEPARATION AND CONSULTING AGREEMENT (this “Agreement”) is entered into as of January 27, 2016, by and between Paul Robinson (the “Executive”) and SEACOR Holdings Inc., a Delaware corporation (the “Company”).

INVESTMENT AGREEMENT
Investment Agreement • February 29th, 2016 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

THIS INVESTMENT AGREEMENT, dated as of November 30, 2015 (this “Agreement”), is made and entered into by and among SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule I attached hereto.

175,000,000 Principal Amount of CONVERTIBLE SENIOR NOTE PURCHASE AGREEMENT Dated as of November 30, 2015 by and among SEACOR MARINE HOLDINGS INC., as Company and THE PURCHASERS IDENTIFIED ON SCHEDULE A HERETO
Convertible Senior Note Purchase Agreement • February 29th, 2016 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

This CONVERTIBLE SENIOR NOTE PURCHASE AGREEMENT is entered into as of November 30, 2015, by and among SEACOR MARINE HOLDINGS INC. (the “Company”), a Delaware corporation and the Purchasers listed on Schedule A attached hereto.

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