0000950129-06-007056 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 7th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2006, is entered into by and between Cal Dive International, Inc., a Delaware corporation (including its successors, the “Company”), and Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”).

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TAX MATTERS AGREEMENT BY AND BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC. Dated as of ___________, 2006
Tax Matters Agreement • July 7th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec

This Tax Matters Agreement (this “Agreement”) is entered into as of ___, 2006, by and between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Parent”), and Cal Dive International, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Cal Dive”).

CORPORATE SERVICES AGREEMENT DATED ___, 2006 BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC.
Corporate Services Agreement • July 7th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This CORPORATE SERVICES AGREEMENT, dated to be effective as of , 2006 (this “Agreement”), is made by and between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), and Cal Dive International, Inc., a Delaware corporation (“Cal Dive”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.

MASTER AGREEMENT BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC. Dated , 2006
Master Agreement • July 7th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This MASTER AGREEMENT, dated , 2006 (this “Agreement”), is made between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”) and Cal Dive International, Inc., a Delaware corporation and as of the date hereof, an indirect, wholly-owned subsidiary of Helix (“Cal Dive”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • July 7th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Employee Matters Agreement (the “Agreement”), dated as of , 2006, is between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), and Cal Dive International, Inc., a Delaware corporation and wholly owned subsidiary of Helix (“Cal Dive”).

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