PURCHASE AGREEMENTPurchase Agreement • December 6th, 2023 • Helix Energy Solutions Group Inc • Oil & gas field services, nec
The entity listed under “UNDERSIGNED” on the signature page hereto (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is selling Notes (as defined below) hereunder, a “Holder”), enters into this Purchase Agreement (the “Agreement”) with Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), on December [●], 2023 whereby the Company will purchase from each Holder (the “Purchase”), the aggregate principal amount of the Company’s existing 6.75% Convertible Senior Notes due 2026 (the “Notes”) for the cash payment as set forth on Exhibit A hereto.
Exchange AgreementExchange Agreement • December 6th, 2023 • Helix Energy Solutions Group Inc • Oil & gas field services, nec
Attached are the Exchange Procedures for the settlement of the exchange of 6.75% Convertible Senior Notes due 2026, CUSIP 42330P AK3 (the “Exchanged Notes”) of Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), for the Cash Consideration and the Shares (as defined in and pursuant to the Exchange Agreement between you and the Company), which is expected to occur on or about December [●], 2023. To ensure timely settlement for the Shares, please follow the instructions as set forth below.
