EXCHANGE AGREEMENT (Unrestricted Stock)Exchange Agreement • June 18th, 2009 • Hercules Offshore, Inc. • Drilling oil & gas wells
(including any other persons or entities exchanging Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with Hercules Offshore, Inc. (the “Company”) on June ___, 2009 whereby the Holder will exchange (the “Exchange”) the Company’s 3.375% Convertible Senior Notes due 2038 (the “Notes”) for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and a cash payment.
