CONTRIBUTION, ASSUMPTION AND PURCHASE AGREEMENT Dated as of November 11, 2014 by and among THE PASHA GROUP, SR HOLDINGS LLC, HORIZON LINES, INC. and SUNRISE OPERATIONS LLCContribution, Assumption and Purchase Agreement • November 13th, 2014 • Horizon Lines, Inc. • Water transportation • Delaware
This CONTRIBUTION, ASSUMPTION AND PURCHASE AGREEMENT, dated as of November 11, 2014 (this “Agreement”), is entered into by and among The Pasha Group, a California corporation (“Pasha Parent”), SR Holdings LLC, a California limited liability company and wholly owned subsidiary of Pasha Parent (“Pasha Sub” and together with Pasha Parent, “Pasha”), Horizon Lines, Inc., a Delaware corporation (“Horizon”), and Sunrise Operations LLC, a California limited liability company (“Hawaii LLC”). Defined terms used herein have the meanings set forth in Section 10.13.
FORM OF CONTRIBUTION, ASSUMPTION AND PURCHASE AGREEMENTContribution, Assumption and Purchase Agreement • October 14th, 2014 • Ocean Rig Partners LP • Drilling oil & gas wells • New York
THIS CONTRIBUTION, ASSUMPTION AND PURCHASE AGREEMENT made as of this [—], 2014, by and among Ocean Rig UDW Inc., a Marshall Islands corporation (“Ocean Rig”), Ocean Rig Partners GP LLC, a Marshall Islands limited liability company (the “MLP GP”), Ocean Rig Partners LP, a Marshall Islands limited partnership (the “MLP”), Ocean Rig Holdings Inc., a Marshall Islands corporation (“OPCO Holdings”), Ocean Rig MLP Holdings Inc., a Marshall Islands corporation (“MLP Holdings”), Ocean Rig Operating Partners GP LLC, a Marshall Islands limited liability company ( “OPCO GP”), Ocean Rig Operating LP, a Marshall Islands limited partnership (“OPCO”), DrillShips Ocean Ventures Inc., a Marshall Islands corporation (“DOV I”), Drillship Skiathos Shareholders Inc., a Marshall Islands corporation (“Skiathos Shareholders”), Drillship Skiathos Owners Inc., a Marshall Islands corporation (“Skiathos Owners”), Drillship Skyros Shareholders Inc., a Marshall Islands corporation (“Skyros Shareholders”), Drillship
AMENDMENT NO. 1 TO THE CONTRIBUTION, ASSUMPTION AND PURCHASE AGREEMENTContribution, Assumption and Purchase Agreement • August 5th, 2015 • Matson, Inc. • Water transportation • Delaware
Amendment No. 1 (“Amendment”), dated as of May 29, 2015, to the Contribution, Assumption and Purchase Agreement, dated as of November 11, 2014 (the “Purchase Agreement”), by and among The Pasha Group, a California corporation (“Pasha Parent”), SR Holdings LLC, a California limited liability company and wholly owned subsidiary of Pasha Parent (“Pasha Sub” and together with Pasha Parent, “Pasha”), Horizon Lines, Inc., a Delaware corporation (“Horizon”), and Sunrise Operations LLC, a California limited liability company (“Hawaii LLC”).
