TIDEWATER INC a corporation incorporated under the laws of the State of Delaware under file number 496908 (the "Company");
TIDEWATER INC. By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx President, Chief Executive Officer and Director Date: December 28, 2018 EXECUTIVE /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Date: December 28, 2018
TIDEWATER INC. By: /s/ Xxxx Xxxx Xxxx Xxxx Name President and Chief Executive Officer Title Signature Page to Voting and Support Agreement RAGING CAPITAL MANAGEMENT LLC /s/ Xxxxxxxxx X. Xxxxx Signature Xxxxxxxxx X. Xxxxx, Chief Financial Officer Printed Name Address: 00 Xxxxxxxxx Xxxxxx Xxxxx Xxxx, XX 00000 Facsimile: 000-000-0000 Shares of Common Stock Held of Record Company RSUs, Company Warrants and Other Rights Additional Securities Beneficially Owned 0 149,900 2,199,514 Signature Page to Voting and Support Agreement Schedule 1 Covered Securities
TIDEWATER INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of April 13, 2020, as the same may be amended from time to time (the “Plan”), between Tidewater Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (New York time) on April 13, 2023, at the offices of the Rights Agent, or its successors as Rights Agent, designated for such purpose, one one-thousandth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock, no par value (the “Preferred Stock”), of the Company, at a purchase price of $38.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a share of Preferred Stock which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 13, 2020 based on the Preferred Stock as constituted at such date. Capitalized terms used in this Right Certificate without definition shall have the meanings ascribed to them in the Plan. As provided in the Plan, the Purchase Price and the number of shares of Preferred Stock which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Plan are on file at the principal offices of the Company and the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the offices of the ...
TIDEWATER INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President and Chief Executive Officer GULFMARK OFFSHORE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: President and Chief Executive Officer Merger Agreement Signature Page Exhibit A Certain Definitions For purposes of the Agreement (including this Exhibit A):
