ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Jones Act WarrantsAssignment, Assumption and Amendment Agreement • November 16th, 2018 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Delaware
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 15, 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Equity WarrantsAssignment, Assumption and Amendment Agreement • November 16th, 2018 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Delaware
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 15, 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF GORGON NEWCO, LLCLimited Liability Company Agreement • November 16th, 2018 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Gorgon NewCo, LLC is entered into this 9 day of November, 2018 by Tidewater Inc., as its sole member (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
