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Exhibit 2. Schedule 9 scheduled drydock vessels. Tidewater Inc. In addition to definitions elsewhere in this Agreement, the following definitions shall apply herein:. Means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. For the purposes of this definition, control means, as to any person: a owning so many shares or interests that they represent the majority of the votes in such person, or b through contract or otherwise, having the right to elect or remove a majority of the members of the board of directors or similar governing body of such person. Notwithstanding the foregoing, the Parties agree that any Buyer may terminate a Management Agreement to which it is a party with 10 days notice at any time without any form of termination fee or obligation to pay a management fee following such termination for post-termination periods. United States Eastern Time on 30 June The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. At the Closing, upon the terms and subject to the conditions of this Agreement, the Sellers shall sell, transfer and deliver to the Buyers, and the Buyers shall purchase from the Sellers, the Assets together with all rights attaching to them, free and clear of all Encumbrances. No such designation shall relieve the Buyer Guarantor of any of its obligations hereunder. In case a Buyer subsidiary is not nominated at the time of this Agreement, the Buyer Guarantor shall enter into this Agreement and any Ancillary Agreement as and until nomination is made. The Sellers shall, and shall cause each of their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities. Each of the Vessels will be allocated a Specified Vessel Price. In the event the Purchase Price is increased following the Adjustment Date in accordance with this clause 2. The Purchase Price, as may be adjusted in accordance with this clause 2. To the extent one or more Vessels are not delivered as described in clause 4. At Closing, the Parties intend a to transfer title and all rights in and to all Vessels and b to procure and execute Novation Agreements with the Charters of all Charter Parties in effect at Closing. The Parties acknowledge that the Charter Parties require the consent of the applicable Charterer to novate the applicable Charter. The Parties further acknowledge that certain Charter Parties require the consent of the applicable Charterer to register the transfer of title to the underlying Vessel in the ship registry and absent the receipt of such consent, such Vessels shall be treated as Buyer Mortgaged Vessels under this Agreement. The Parties shall cooperate and ensure that the sale and purchase of the Assets is conducted in a tax efficient manner and in accordance with any reasonable request made by the Buyer Guarantor or the Sellers. Unchartered Vessels. Set forth on Schedule 10 are the Unchartered Vessels as of the date of this Agreement. To the extent one or more Sellers enter into a Management Agreement with one or more Buyers, and any Employee associated with an Unchartered Vessel is transferred to and employed by any Buyer at Closing, the Parties shall enter into a crewing agreement and employee transition services agreement permitting the Manager under the Management Agreement to use of the applicable Employees during the Transition Period. Management shall be conducted at the Agreed Commercial Terms. Unrestricted Vessels. Set forth on Schedule 11 are the Unrestricted Vessels as of the date of this Agreement. Charter Parties. To the extent one or more Sellers enter into a Management Agreement with one or more Buyers, and any Employee associated with an Unrestricted Vessel is transferred to and employed by any Buyer at Closing, the Parties shall enter into a crewing agreement and employee transition services agreement permitting the Manager under the Management Agreement to use the applicable Employees during the Transition Period. Unassigned Charter Vessels. From the date of this Agreement, the Sellers and the Buyers will use their best efforts to obtain the requisite consents from the Charterers under the Charter Parties to novate the Charter Party to the Buyers free and clear of any Encumbrances. For the Unassigned Charter Vessels, the Charter Owner will continue as the contracting party under the relevant Charter Parties and perform all obligations under the Charter Parties on behalf of the Buyers in accordance with standards required by the Charter Party until the Charter Party has been novated to the Buyers, or the Charter Party has expired. To the extent any Employee associated with an Unassigned Charter Vessels is transferred to and employed by any Buyer at Closing, the Parties shall enter into a crewing agreement and employee transition services agreement permitting the Manager under the Management Agreement to use the applicable Employees during the Transition Period and, if applicable, the Extended Transition Period. Economic Interest. Agreement with the Seller for the use of the Unassigned Vessel. A time charter or other suitable arrangement will be entered into between the Buyers and the Charter Owner to permit the Charter Owner to be the disponent owner of the Vessel and continue the Charter Party. If requested by a Buyer, the Sellers shall use reasonable best efforts to have the Charterer agree to make the applicable Buyer a co-obligor or co-Charter Owner of the Charter Party. Restricted Vessels. Set forth on Schedule 13 are the Restricted Vessels as of the date of this Agreement. If, prior to Closing, the applicable Charterer provides the requisite consent under the applicable Charter Party to both the transfer of the ownership of the applicable Restricted Vessel to the Buyers free and clear of any Encumbrances and to the novation of the Charter Party to the Buyers free and clear of any Encumbrances, then such Restricted Vessel shall become an Unrestricted Vessel and treated in accordance with clause 4. If, prior to Closing, the applicable Charterer provides the requisite consent under the applicable Charter Party to the transfer of the ownership of the applicable Restricted Vessel to the Buyers free and clear of any Encumbrances but not to the novation of the Charter Party to the Buyers free and clear of any Encumbrances, then such Restricted Vessel shall become an Unassigned Charter Vessel and treated in accordance with clause 4. Delivery of Buyer Mortgaged Vessels. On Closing, the applicable Seller shall procure the release of all existing mortgages related to the Buyer Mortgaged Vessels and shall execute the Finance Mortgage and the Buyers Mortgage in addition to the executed Bill of Sale transferring title to the Buyer Mortgaged Vessels. The Buyers shall be entitled to register the applicable Bill of Sale at the expiry of Charter or in the event of default by the applicable Seller, in either case without the need for any action on the part of any Seller. Charter Parties - Buyer Mortgaged Vessels. For the Buyer Mortgaged Vessels, the applicable Charter Owner will continue as contracting party under the relevant Charter Parties and perform all obligations under the Charter Parties on behalf of the Buyers in accordance with standard required by the Charter Party until the Charter Party has been novated to the Buyers, or the Charter Party has expired. Management - Buyer Mortgaged Vessels. The Buyer Guarantor will be a named third party beneficiary of such management agreement. To the extent any Employee associated with a Buyer Mortgaged Vessels is transferred to and employed by any Buyer at Closing, the Parties shall enter into a crewing agreement and employee transition services agreement permitting the Manager under the Management Agreement to use of the applicable Employees during the Transition Period and, if applicable, the Extended Transition Period. Agreement with the Seller for the use of the Buyer Mortgaged Vessels. A demise charter to the applicable Buyer, and a time charter back to the applicable Seller, on terms back-to-back with the applicable Charter Party, will, at the request of the Buyer be entered into to permit the applicable Buyer to exercise control over the Buyer Mortgaged Vessels, and the applicable Seller to continue to perform the applicable the Charter Party. Economic Interest — Buyer Mortgaged Vessels. The Economic Interest in the Buyer Mortgaged Vessels and the associated Charter Parties shall be transferred to the Buyers on Closing and administered in accordance with clause 6. In the event that there are any Vessels that are not delivered on Closing in accordance with a MoA, or in such other manner as the Parties have agreed in writing, the non-defaulting Party under the relevant MoA shall be entitled to terminate the MoA in accordance with the terms of the MoA, and shall have available to it, the remedies under the MoA, including but not limited to retention of the applicable Specified Vessel Price. Cancellation of one MoA shall not affect the Parties obligations under the other MoAs or, except as set forth in clauses Similarly, in the event that there is a default by the Sellers under any Novation Agreement, or under this Agreement in respect of the Charter Parties for any Unassigned Charter Vessels, Restricted Vessels or Buyer Mortgaged Vessels, this shall only entitle the Buyer to compensation for losses caused thereby and shall under no circumstance affect the Parties' other obligations under this Agreement or entitle the Buyer to terminate this Agreement, unless the default is material in which case clauses 11 and Performance Guarantees. The Seller and Buyers shall make reasonable efforts to replace the guarantors under the Performance Guarantees issued in accordance with the Charter Parties that are novated to the Buyers at Closing. As long as the current guarantor is not released as guarantor under a Charter Party, the Buyer Guarantor agrees as from delivery of the relevant Vessel under the relevant MoA to indemnify the current guarantor for any liability or cost incurred under any such guarantee. Quiet Enjoyment Letters. The Parties shall assist each other to achieve a smooth transition of Vessels, and shall enter into such transition agreements and arrangements, including transition from the Sellers' systems to the Buyers' systems, and accounting, on market terms as may be reasonable to effect an as far as possible uninterrupted transition of the operation of the Vessels from the Sellers to the Buyers. Seller's funnel marks and other marks shall be changed on delivery of the Vessel or first port of call thereafter. Offshore Employees. Onshore Employees. Without prejudice to the Sellers obligations set out in the preceding paragraph, the Buyers shall indemnify the Sellers for any loss, cost or expense incurred as a result of the Buyer not performing the downsizing, redundancies or dismissals in accordance with applicable law. The Parties shall assist each other to achieve a smooth transition of Employees, and shall enter into such transition agreements and arrangements as may be reasonable to reflect the terms of this Agreement, on market terms. The aggregate Economic Interest from the Pool shall be calculated and transferred to the Buyers after Closing, the first time one month after Closing and thereafter monthly until the Charter Party is terminated or novated to the Buyers. Should there be a deficit, the Buyers shall compensate the Seller for such deficit, provided such deficit is supported by corresponding evidenced of incurred costs and expenses. If the Parties determine in good faith that there will be a projected deficit for the next upcoming month, the Buyers shall fund the projected deficit into the Pool in advance. Each of the Buyers and the Sellers shall use reasonable efforts to obtain the authorizations, consents, orders and approvals of the Competition Authorities set forth on Schedule 14 and such other authorizations, consents, orders and approvals of Government Bodies and officials that may be agreed to by the Parties to be necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement, and will reasonably cooperate with the other Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each Party agrees to use reasonable efforts to make all notification filings necessary or advisable to obtain such approvals as promptly as practicable, and to supply to the appropriate Governmental Bodies any additional information and documentary material that may reasonably be requested pursuant to such Laws. The Buyers shall be responsible for preparing and filing the required or advisable filings and documentation for the Competition Authorities. Seller shall use reasonable efforts to assist Buyers in preparing, filing, and responding to requests from Governmental Bodies with respect to any and all such filings. Without limiting the generality of the undertakings pursuant to clause 7. The Buyers and each Seller shall not, and shall cause its respective Affiliates not to, take any action that would reasonably be expected to adversely affect the approval of any Governmental Body of any of the filings or applications referred to in this clause 7. Notwithstanding the foregoing, nothing contained in this Agreement shall require, or be construed to require that Buyers or the Sellers, to take, or cause to be taken, any action that would require any of them to sell, divest, assign, dispose of or hold separate or effect any other remedy requested by a Governmental Body prior to Closing in respect of any Assets or any of the other assets or business of the Buyers, the Company, Seller or their respective Subsidiaries, or agree to, or enter into, any conditions or mitigation agreements or other remedies under any antitrust or competition Law that may be asserted prior to Closing by any Governmental Body or any other party. Each Party shall promptly notify the other Party ies of any communication it or any of its Affiliates receives from any Governmental Body relating to the matters that are the subject of this Agreement and reasonably permit any other Party to review in advance any proposed substantive communication by such party to any Governmental Body, to the extent legally permissible. None of the Buyers or any Seller shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry relating to the transactions contemplated hereby unless such Party consults with the other Party ies in advance and, to the extent permitted by such Governmental Body and applicable Law, gives the other Party ies the opportunity to attend and participate at such meeting. The Parties will reasonably coordinate and cooperate with each other in exchanging such information and providing such assistance as any other Party ies may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. The Sellers acknowledge that they will be required to provide such additional financial statements as required by the SEC or other applicable United States federal securities laws and regulations. Buyers acknowledge that the combined statements of financial position, combined statements of comprehensive income, combined statements of changes in equity and combined statements of cash flow of the Fleet and the associated activities reflected in the Required Financial Statements once finalized shall not affect this Agreement in any manner; provided, however, that the foregoing shall not apply if other representations and warranties of the Sellers are shown to be inaccurate and nothing shall absolve the Sellers or any of their employees for any liability due to fraud, gross negligence or wilful misconduct. The Buyers shall cover the reasonable costs and expenses of the Sellers, including their consultants, in preparing the Stub Period Financial Information. The Sellers shall cause their independent auditor to deliver customary comfort letters related to the Reviewed Financial Statements in connection with any Buyer financing. The Buyers shall cover the reasonable costs and expenses of the Sellers, including their independent auditors and consultants, in preparing the March Financial Statements, reviewing the Reviewed Financial Statements and providing comfort letters with respect to the Reviewed Financial Statements. Following the Closing, the Sellers shall, at the cost of the Buyers, provide reasonable access during normal business hours and with prior notice to its personnel and records and the Sellers shall cause their respective personnel to discuss, cooperate with and provide information reasonably requested by the Buyers or its Representatives, including i the information described in clauses 8. The Buyers shall cover the reasonable costs and expenses of the Sellers, their independent auditors and consultants, in connection with the work described in this paragraph. Except as otherwise provided in this clause 9, each Party shall bear the tax consequences at its side of the Transaction. To the extent permissible under applicable law, delivery of the Vessels under the MoAs shall be structured so that no sale tax direct or indirect is triggered as a consequence of the sale of the Vessel. All sums payable, or consideration given by the Buyers under this agreement are exclusive of VAT and the Buyers shall be responsible for and pay an amount equal to any VAT chargeable on those sums or consideration if VAT applies. During the period from the date of this Agreement to the earlier of the completion of Closing and the termination of this Agreement in accordance with clause 12, except as otherwise agreed in writing between the Parties:. The Sellers shall operate the Vessels and the Charter Parties in the ordinary course of business. The Sellers shall comply with all applicable Laws and contractual obligations related to the Vessels and the Charter Parties. The Sellers shall use reasonable efforts to maintain their respective relationships with all employees of the Sellers, and the customers, suppliers, Governmental Bodies and other material third parties with whom the Sellers do business. The Sellers shall pay the debts, Taxes and other obligations related to the Vessels when due. The Sellers shall adhere to the capital expenditures schedule set forth on Schedule The Sellers shall adhere to the dry docking schedule set forth on Schedule The Sellers shall maintain the accounting records and financial statement workpapers related to the Vessels and Charter Parties in accordance with past practice. The Sellers shall not violate or amend, terminate, waive, release or assign, agree to an extension of, or otherwise modify, the material terms of, any Charter Party, or enter into any contract that would be a Charter Party if entered into prior to the date hereof. Notwithstanding the preceding sentence, a Seller may enter into a Charter Party for not more than 3 months duration not containing any restraints on change of ownership or operator upon written notification to the Buyers in writing. The Buyer Guarantor covenants to respond to such request for consent in a reasonable time given the circumstances. The Sellers shall not sell, lease, transfer or otherwise dispose of any Asset other than the expiration of the Charter Parties in accordance with their terms. The Sellers shall not hire, promote, demote, terminate or otherwise change the employment status or title of an Employee, other than in the ordinary course of business consistent with past practice. The Sellers shall not a other than in the ordinary course of business consistent with past practice increase, or make any commitment regarding the future with respect to, the rate or terms of compensation or benefits including any bonus, severance or termination payments or rights of any Employees, b enter into, adopt, terminate or amend any employee benefit Plan other than as required by Law, or c enter into, adopt, or amend any collective bargaining agreement, collective agreement, or other Contract with any labor union, works council, trade union or other representative of any Employees, or otherwise enter into any agreement with a labor union, works council, trade union, or other representative of Employees. So long as the Sellers are complying with their obligations under clause 7. The Buyer shall promptly ensure that the competition filings referred to in Clause 7. The obligation of each of the Sellers and the Buyers to consummate the transactions contemplated by this Agreement is conditional upon the following:. No Action shall have been commenced against the Buyers or the Sellers, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby,. Approval from relevant Competition Authorities or the expiry of applicable time limits for intervention , including but not limited to the United Kingdom and Australia. The obligation of the Buyers to consummate the transactions contemplated by this Agreement is conditional upon the following unless fully or partly waived by the Buyers :. The representations and warranties of the Sellers contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto other than clauses 1, 2 and 3 of Schedule 7 shall be true and correct in all respects in the case of any representation or warranty qualified by materiality or in all material respects in the case of any representation or warranty not qualified by materiality on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects. The representations and warranties of the Sellers contained in clauses 1, 2 and 3 of Schedule 7 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects. The Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by the Sellers prior to or on the Closing Date; provided, that , with respect to agreements, covenants and conditions that are qualified by materiality, the Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects. Against payment of the Specified Vessel Price for each Vessel, all Encumbrances relating to or affecting the corresponding Assets shall be finally and irrevocably released in full, and the Sellers shall have delivered to Buyers evidence of such release of all such Encumbrances. The Sellers have confirmed in writing to the Buyers that there are no known issue that would prevent delivery of at least 34 Vessels during the expected window for Closing pursuant to Clause The obligation of each of the Sellers to consummate the transactions contemplated by this Agreement is conditional upon the following unless fully or partly waived by the Sellers :. The representations and warranties of the Buyers contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects in the case of any representation or warranty qualified by materiality or in all material respects in the case of any representation or warranty not qualified by materiality on and as of the date hereof and on and as of the Closing Conditions Satisfaction Date with the same effect as though made at and as of such date except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects. The representations and warranties of the Buyers contained in Schedule 8 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Conditions Satisfaction Date with the same effect as though made at and as of such date except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects. The Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by the Buyers prior to or on the Closing Conditions Satisfaction Date; provided, that , with respect to agreements, covenants and conditions that are qualified by materiality, the Buyers shall have performed such agreements, covenants and conditions, as so qualified, in all respects. The Buyers shall have provided evidence reasonably satisfactory to the Sellers that the Buyers has secured the financing for the Purchase Price and all other sums payable under this Agreement and that any CPs to utilisation have been or will be satisfied at Closing and has provided evidence that funds in an amount equivalent to any equity portion are readily available. Termination Events. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing Conditions Satisfaction Date:. Rights on termination. If this Agreement is terminated pursuant to clause Notwithstanding the previous sentence, but subject to clause Break payment. If the Agreement is validly terminated in pursuant to clause In the event the Buyers makes the break payment pursuant to this Clause Each Party acknowledges that the break payment described in this clause The ' Closing Conditions Satisfaction Date ' shall occur on the date the Conditions related to Closing are satisfied or waived by the Parties. After the occurrence of the Closing Conditions Satisfaction Date, the Parties shall have two Business Days in which to make their respective final preparations for Closing. No earlier than the third Business Day after the Closing Conditions Satisfaction Date and no later than close of business in Norway on the fourth Business Day after the Closing Conditions Satisfaction Date and as far as practically possible simultaneously, the Sellers shall tender Notice of Readiness as defined in the MoAs for all of the Vessels in accordance with the terms of the respective MoAs; provided however that in case of the occurrence after the Closing Conditions Satisfaction Date of technical or operational issues preventing the delivery of any Vessel in accordance with the terms of the respective MoA, the Sellers shall be entitled to tender Notice of Readiness for such Vessel separately, no later than 20 Business Days after the Closing Conditions Satisfaction Date, following rectification of such issues; provided further that the Buyers shall not be required to pay the Specified Vessel Price for the affected Vessel until such Vessel is delivered to the Buyers. The Charter Parties and the Economic Interests shall be transferred simultaneously with the corresponding Vessels against payment of the Specified Vessel Price for each Vessel. Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties contained herein shall survive the Closing and shall remain in full force and effect until the date that is one year from the Closing; provided, that the representations and warranties in clauses 1, 2 and 3 of Schedule 7 and Schedule 8 shall survive indefinitely. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity to the extent known at such time and in writing by notice from the non-breaching party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved. Each of the Sellers shall, jointly and severally, indemnify the Buyers against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses incurred or sustained by, or imposed upon the Buyers based upon, arising out of, with respect to or by reason of:. The Sellers shall have no Liability for a loss to the extent that any such loss reasonably should have been avoided or mitigated by reasonable efforts by the Buyers. Each of the Buyers shall , jointly and severally, indemnify the Sellers against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses incurred or sustained by, or imposed upon the Sellers based upon, arising out of, with respect to or by reason of:. Except in the circumstances detailed in Clause The Sellers and the Buyers shall in good faith agree the form or forms of press announcements or public statements that they will each make. The foregoing shall not apply if a Party is required by law, or by the stock exchange or Governmental Body to which that Party is subject, to make an announcement, disclosure or press release, provided that such Party shall use its reasonable endeavours to consult with the other Party regarding the content thereof prior to release. The provisions of this Clause 15 shall be without prejudice to the terms of any confidentiality agreement entered into by the Parties. Any notice to be given under this Agreement shall be in writing, and may be given by mail or e-mail at the address and for the attention of the person stated below. The respective addresses for service are:. The Buyers:. Attention of:. Daniel Hudson dhudson tdw. Gill sgill velaw. The Sellers:. Solstad Shipholding AS. In proving service it shall be sufficient to prove that the notice or other communication was addressed to the address or email address of the relevant Party set out in clause No party shall be entitled to assign its rights under this Agreement other than to its financiers. The Parties shall, and shall use their respective best endeavours to procure that any necessary third party shall perform, do and execute all such further deeds, documents, assurances, acts and things as any of them may reasonably require by notice in writing to give effect to the terms of this Agreement and to give the other Party the full benefit of this agreement. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties or their authorised representatives. This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument. Transmission of an executed counterpart of this Agreement by email, in accordance with Clause 16 Notices shall take effect as delivery of an executed counterpart of this Agreement. Each Party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter. Each of the provisions of this Agreement is severable and distinct from the others and if at any time any one or more of such provisions is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of this agreement shall not be in any way affected or impaired thereby. Nothing in this Agreement is intended to or shall operate to create a partnership of any kind between the Parties or any of them, or to authorise any party to act as agent for any other, no Party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way including the making of any representation or warranty, the assumption of any obligation or Liability and the exercise of any right or power and nothing contained in this Agreement shall be deemed to constitute a partnership between the Parties or any of them. The Parties agree that, subject always to and save as expressly provided in this Agreement no term of this Agreement shall be enforceable under the Contracts Rights of Third Parties Act by a third party, and notwithstanding that any term of this Agreement may be or become enforceable by a third party, the terms of this Agreement or any of them may be varied in any way or waived or this Agreement may be rescinded in each case without the consent of any such third party. Each Party shall bear its own costs and expenses in connection with the negotiation, preparation, execution and completion of the Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous arrangements, representations, misrepresentation whether contractual or non-contractual and whether negligently or innocently made , understandings or agreements between them, whether in writing or not, save as otherwise expressly set out in this Agreement. It is agreed that:. The Parties hereby agree that any matter or dispute to be referred and finally settled by arbitration in accordance with clause This Agreement is governed by and shall be construed in accordance with the laws of England. Non-contractual obligations if any arising out of or in connection with this Agreement including its formation shall also be governed by the laws of England. Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this agreement including its formation being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law. The Buyer Guarantor shall be a primarily liable for its representations, warranties, covenants, obligations, liabilities, indemnities and undertakings of the Buyer Guarantor under this Agreement and any Ancillary Documents entered into in connection herewith and b jointly and severally liable for the representations, warranties, covenants, obligations, liabilities, indemnities and undertakings of each of the other Buyers under this Agreement and any Ancillary Documents entered into in connection herewith. The Parties have executed this Agreement on the date set out at its head. Name: Daniel A. Solstad Rederi AS. Farstad Supply AS. Name: Lars Peder Solstad. Normand Ships AS. Solstad Supply AS. Solstad Offshore UK Ltd. Normand Drift AS. Normand Ships Operations AS. Farstad Shipping Ltda. Solstad Management AS. Solstad Australia Pty. Solstad Offshore Crewing. Services Pte. Solstad Shipping AS. Deep Sea Supply Navegacao. Maritima Ltda. Solstad Offshore Ltda. Solstad Offshore Asia Pacific Pte. The Sellers are duly organised and validly existing in the jurisdiction of their incorporation duly registered in the company register and any other mandatory public registers. Each respective Seller has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorised, executed and delivered by such Seller and, assuming the due authorisation, execution and delivery of this Agreement by the Buyers, constitutes a valid and binding obligation of such Seller. Neither the execution, delivery and performance of this Agreement and the Ancillary Documents, nor the consummation or performance of any of the transactions contemplated hereby, will. The Sellers have, subject to fulfilment of the Conditions, all licenses, consents, approvals and permissions necessary to enter into the transactions and matters contemplated in this Agreement and any Transaction documents to which it is a party to the extent such licenses, consents, approvals and permissions are required by any regulatory authority. Since December 31, , there has not been any:. The Buyer Guarantor is duly organized, validly existing and in good standing in the State of Delaware. Each of the other Buyers is duly organised and validly existing in the jurisdiction of its domicile, duly registered in the company register and any other mandatory public registers in jurisdiction of domicile. The Buyers has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorised, executed and delivered by the Buyers and, assuming the due authorisation, execution and delivery of this Agreement by the Sellers, constitutes a valid and binding obligation of the Buyers. Neither the execution of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby, will. The Buyers has, subject to fulfilment of the Conditions, all licenses, consents, approvals and permissions necessary to enter into the transactions and matters contemplated in this Agreement and any Transaction documents to which it is a party to the extent such licenses, consents, approvals and permissions are required by any regulatory authority. Exhibit Strategic Rationale. Solidifies Tidewater as the leading high-specification PSV operator: The addition of 37 PSVs makes Tidewater the largest owner and operator of high-specification PSVs, which is the OSV vessel class that has demonstrated the highest utilization through all market cycles. This acquisition further solidifies Tidewater as the leader in large, high-specification PSVs and as the new global leader in hybrid PSVs. All 37 vessels are currently active and are working throughout the world, principally in the North Sea, but also in Brazil, Australia and West Africa. Transaction Terms. Tidewater intends to fund the Transaction through a combination of new debt and cash on hand. Closing of the Transaction is subject to customary regulatory approvals and includes a financing contingency. The closing of such financing is subject to agreement on satisfactory documentation and the negotiation and satisfaction of customary conditions precedent. DNB Markets is serving as debt advisor to Tidewater. Conference Call Information. In connection with the announcement of this transaction, Tidewater will be hosting a conference call on March 7, , at am Central Time. A replay of the conference call will be available beginning at approximately a. Central Time on March 7, , and will continue until p. Central Time on March 7, Disclaimer Regarding Forward Looking Statements. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of , the Company notes that certain statements set forth in this communication are forward-looking statements which reflect our current view with respect to future events and future financial performance. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company and could cause actual results to differ materially from those in the forward-looking statements. If one or more of these or other risks or uncertainties materialize or the consequences of any such development changes , or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this presentation regarding our environmental, social and other sustainability goals or activities are not an indication that these statements are necessarily material to investors or required to be disclosed. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards still developing, internal controls and processes that we continue to evolve, and assumptions subject to change in the future. Statements in this communication are made as of the date hereof, and the Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. FORM 8-K. Pursuant to Section 13 or 15 d of the Securities Exchange Act of Date of Report Date of earliest event reported : March 7 , Exact name of registrant as specified in its charter. State or other jurisdiction of incorporation. Commission File Number. Not Applicable. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions see General Instruction A. Securities registered pursuant to Section 12 b of the Act:. Title of each class. Trading Symbol s. Name of each exchange on which registered. New York Stock Exchange. Series A Warrants to purchase shares of common stock. Series B Warrants to purchase shares of common stock. Warrants to purchase shares of common stock. NYSE American. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 a of the Exchange Act. Entry into a Material Definitive Agreement. On March 7, , Tidewater Inc. The Sale and Purchase Agreement contains certain customary representations and warranties of the Tidewater Parties and the Sellers. The Sale and Purchase Agreement contains certain customary termination rights, including, among others, i the right of either the Tidewater Parties or the Sellers to terminate if all the conditions to closing have not been either satisfied or waived on or before June 30, , ii the right of either the Tidewater Parties or the Sellers to terminate if all the other conditions to closing have been satisfied but the Tidewater Parties have not obtained the necessary financing, and iii the right of the Tidewater Parties to terminate if more than three Vessels cannot be delivered at closing as specified in the Sale and Purchase Agreement. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale and Purchase Agreement, which is filed as Exhibit 2. The Sale and Purchase Agreement and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of such agreement. They are not intended to provide any other factual information about the Assets or the parties to the Sale and Purchase Agreement. The representations, warranties and covenants contained in the Sale and Purchase Agreement, any ancillary documents and the exhibits thereto were or will be made only as of specified dates for the purposes of such agreement, were except as expressly set forth therein solely for the benefit of the parties to such agreement, may be subject to qualifications and limitations agreed upon by such parties including being qualified by confidential disclosures made for the purposes of allocating risk between the parties instead of establishing those matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and stockholders. Investors are not third-party beneficiaries under the Sale and Purchase Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Item 7. Regulation FD Disclosure. On March 7, , the Company issued a press release announcing that the Company had entered into a definitive agreement in connection with the Acquisition. A copy of the press release is furnished as Exhibit On March 7, , the Company provided supplemental information regarding the Acquisition in an investor presentation posted on its website. A copy of the investor presentation is furnished as Exhibit The information furnished pursuant to Item 7. Item 9. Exhibit No. Press Release announcing the Acquisition, dated March 7, Investor Presentation related to the Acquisition, dated March 7, Certain schedules and similar attachments have been omitted pursuant to Item a 5 of Regulation S-K. Tidewater agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. Pursuant to the requirements of the Securities Exchange Act of , the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 7, Daniel A. Executive Vice President, General Counsel and. Houston , Texas. Address of principal executive offices. Nesavegen 39, Skudeneshavn, Norway. Attention of: Lars Peder Solstad lars. Solstad Offshore Crewing Services Pte.

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