SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT Private Offering of Shares of Common StockSubscription and Registration Rights Agreement • December 22nd, 2005 • Horizon Offshore Inc • Oil & gas field services, nec • New York
This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and between Horizon Offshore, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”), is intended to set forth certain representations, covenants and agreements between the Company and the Subscriber, with respect to the offering (the “Offering”) for sale by the Company of shares of Common Stock, par value $0.00001 per share (the “Common Stock”), as described in the Company’s Private Placement Memorandum dated December 6, 2005 (the “Memorandum”), a copy of which has been delivered to Subscriber. The Shares are being offered by the Company through Energy Capital Solutions, LLC, as placement agent (the “Placement Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMONG HORIZON OFFSHORE, INC. AND THE INITIAL HOLDERS LISTED ON THE SIGNATURE PAGES HEREOF Dated as of December 19, 2005Registration Rights Agreement • December 22nd, 2005 • Horizon Offshore Inc • Oil & gas field services, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and effective as of December 19, 2005, by and among HORIZON OFFSHORE, INC., a Delaware corporation (the “Company”), and the initial holders listed on the signature pages hereof (collectively, the “Initial Holders”).
EXCHANGE AGREEMENTExchange Agreement • December 22nd, 2005 • Horizon Offshore Inc • Oil & gas field services, nec
This EXCHANGE AGREEMENT, dated as of December , 2005, by and among (collectively, the “Holders”) and HORIZON OFFSHORE, INC., a Delaware corporation (the “Company”).
ContractHorizon Offshore Inc • December 22nd, 2005 • Oil & gas field services, nec
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
